-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OJ3tPHm2UPsgVaaYdm3jEroncwkw/9pFmYiyQ5Q3MnqcCqRZmVzyJs6jfoBrlQgW TK90Z5bc2FSKSoqmlBPMjg== 0000927356-97-000807.txt : 19970717 0000927356-97-000807.hdr.sgml : 19970717 ACCESSION NUMBER: 0000927356-97-000807 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970716 EFFECTIVENESS DATE: 19970716 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIER AIRLINES INC /CO/ CENTRAL INDEX KEY: 0000921929 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 841256945 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31389 FILM NUMBER: 97641465 BUSINESS ADDRESS: STREET 1: 12015 EAST 46TH AVE CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033717400 S-8 1 FORM S-8 Securities and Exchange Commission on July 16, 1997. Registration No. 333-_____ ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ________________________________________ FRONTIER AIRLINES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Colorado 84-1256945 - --------------------------------- ---------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 12015 East 46th Avenue, Denver, CO 80239 ----------------------------------------- (Address of Registrant's principal executive offices) FRONTIER AIRLINES, INC. 1994 STOCK OPTION PLAN ---------------------- (Full title of the plan) Arthur T. Voss Frontier Airlines, Inc. 12015 East 46th Avenue Denver, Colorado 80239 (303) 371-7400 -------------- (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------ Proposed Maxi- Proposed Maxi- Title of Securities Amount to Be mum Offering mum Aggregate Amount of to be Registered Registered Price Per Share Offering Price Registration Fee - ------------------------------------------------------------------------------------------------ Common Stock 2,250,000 Shares $3.625* $8,156,250* $2,471.60 - ------------------------------------------------------------------------------------------------
* Determined solely for the purpose of calculating the registration fee based on the closing bid price of shares of the Common Stock on the Nasdaq SmallCap Market on July 11, 1997. ________________________________________________________________________________ PART II INFORMATION NOT REQUIRED IN PROSPECTUS -------------------------------------- Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE --------------------------------------- Frontier Airlines, Inc. (the "Company") hereby incorporates by reference in this Registration Statement the following documents: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 1997; (b) A description of the Company's Common Stock as contained in the Company's Registration Statement on Form 8-A as declared effective by the Securities and Exchange Commission on May 19, 1994; and (c) A description of the Company's Common Stock Purchase Rights as contained in the Company's Registration Statement Form 8-A as declared effective by the Securities and Exchange Commission on March 17, 1997. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, which documents shall be deemed incorporated by reference in this Registration Statement as a part hereof from the date of filing such documents until a post- effective amendment to this Registration Statement is filed which indicates that all shares of Common Stock being offered hereby have been sold or which deregisters all shares of Common Stock then remaining unsold. Item 4. DESCRIPTION OF SECURITIES ------------------------- Not Applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL -------------------------------------- Not Applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS ----------------------------------------- The Company's Bylaws require the Company to indemnify, to the fullest extent authorized by applicable law, any person who is or is threatened to be made a party to any civil, criminal, administrative, investigative, or other action or proceeding instituted or threatened by reason of the fact that he is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer or another corporation, partnership, joint venture, trust or other enterprise. The Company's Articles of Incorporation provide that, to the fullest extent permitted by the Colorado Business Corporation Act, directors and officers of the Company shall not be liable to the Company or any of its shareholders for damages caused by a breach of a fiduciary duty by such directors or officers. Sections 7-109-101 through 7-109-110 of the Colorado Business Corporation Act authorize the indemnification of directors and officers against liability incurred by reason of being a director or officer and against expenses (including attorney's fees), judgments, fines and amounts paid in settlement and reasonably incurred in connection with any action seeking to establish such liability, in the case of third-party claims, if the officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the best -2- interests of the corporation, and in the case of actions by or in the right of the corporation, if the officer or director acted in good faith and in a manner he reasonably believed to be in the or not opposed to the best interests of the corporation and if such officer or director shall not have been adjudged liable to the corporation, unless a court otherwise determines. Indemnification is also authorized with respect to any criminal action or proceeding where the officer or director also had no reasonable cause to believe his conduct was unlawful. The above discussion of the Company's Articles of Incorporation, Bylaws and the Colorado Business Corporation Act is only a summary and is qualified in its entirety by the full text of each of the foregoing. Item 7. EXEMPTION FROM REGISTRATION CLAIMED ----------------------------------- Not Applicable. Item 8. EXHIBITS -------- 3.1 Articles of Incorporation of the Company /(1)/ 3.2 Amended Bylaws of the Company/(2)/ 5.1* Opinion of Parcel, Mauro, Hultin & Spaanstra, P.C. as to the legality of the Company's Common Stock being registered. 23.1* Consent of KPMG Peat Marwick LLP. _________________________ * Filed herewith. /(1)/ Incorporated by reference from Exhibit 3.1 to the Company's Registration Statement on Form SB-2, Registration No. 33-77790. /(2)/ Incorporated by reference from Exhibit 3.2 to the Company's Form 10-KSB for the fiscal year ended March 31, 1997, File No. 0-24126. Item 9. UNDERTAKINGS ------------ The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and (iii) to include any additional or changed material information on the plan of distribution. (2) That, for the purpose of determining any liability under the Securities Act each post-effective amendment shall be treated as a new registration statement relating to the securities offered, and the offering of such securities at that time shall be treated as the initial bona fide offering thereof. (3) To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. -3- (4) That, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. -4- SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado on July 14, 1997. FRONTIER AIRLINES, INC. By: /s/ Samuel D. Addoms ---------------------------------- Samuel D. Addoms Principal Executive Officer and Principal Financial Officer By: /s/ Elissa A. Potucek ---------------------------------- Elissa A. Potucek Controller and Principal Accounting Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Date: July 14, 1997 By: /s/ Samuel D. Addoms -------------------------- Samuel D. Addoms, Director Date: July 14, 1997 By: /s/ D. Dale Browning -------------------------- D. Dale Browning, Director Date: July 14, 1997 By: /s/ William B. McNamara ----------------------------- William B. McNamara, Director Date: By: --------------------------- B. LaRae Orullian, Director Date: July 14, 1997 By: /s/ Paul Stephen Dempsey ------------------------------ Paul Stephen Dempsey, Director -5- EX-5.1 2 CONSENT OF PARCEL, MAURO, HULTIN & SPAANSTRA PC EXHIBIT 5.1 Parcel, Mauro, Hultin & Spaanstra, P.C. ATTORNEYS AT LAW SUITE 3600 1801 CALIFORNIA STREET DENVER, COLORADO 80202-2636 TELEPHONE (303) 292-6400 TELECOPIER (303) 295-3040 July 16, 1997 Frontier Airlines, Inc. 12015 East 46th Avenue Denver, CO 80239 Ladies and Gentlemen: In connection with the Registration Statement on Form S-8, being filed by Frontier Airlines, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of 2,250,000 shares (the "Shares") of the Company's Common Stock offered under the Company's 1994 Stock Option Plan, as amended (the "Plan"), we are of the opinion that: 1. The Company is a validly organized and existing corporation under the laws of the State of Colorado; 2. All necessary corporate action has been duly taken to authorize the establishment of the Plan and the issuance of the Shares under the Plan; and 3. The Shares, when issued in accordance with the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of a copy of this opinion as Exhibit 5.1 to the Company's Registration Statement on Form S-8. Very truly yours, /s/ Parcel, Mauro, Hultin & Spaanstra, P.C. EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLC EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT ----------------------------- THE STOCKHOLDERS AND BOARD OF DIRECTORS FRONTIER AIRLINES, INC.: We consent to the incorporation by reference in the registration statement on Form S-8 of Frontier Airlines, Inc. of our report dated June 20,1997, except as to Note 12, which is as of June 30, 1997, relating to the balance sheet of Frontier Airlines, Inc. as of March 31, 1997, and the related statements of operations, stockholders' equity and cash flows for the years ended March 31,1997 and 1996, which report appears in the March 31, 1997, annual report on Form 10-KSB of Frontier Airlines, Inc. KPMG PEAT MARWICK LLP Denver, Colorado July 15, 1997 -----END PRIVACY-ENHANCED MESSAGE-----