S-8 4 s8-esspaddshort.txt FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September 25, 2000 Reg. No. 333-40653 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-8 Registration Statement Under The Securities Act of 1933 SOUTHWEST AIRLINES CO. (Exact name of registrant as specified in its charter) Texas 75-1563240 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. Box 36611, Dallas, Texas 75235-1611 (Address of Principal Executive Offices) (Zip Code) Southwest Airlines Co. 1991 Employee Stock Purchase Plan, as amended September 21, 2000 (Full title of the plan) Gary C. Kelly Vice President-Finance & Chief Financial Officer Southwest Airlines Co. P.O. Box 36611 Dallas, Texas 75235-1611 214/792-4363 (Name, address, and telephone number, including area code, of agent for service) Copy to: Deborah Ackerman Associate General Counsel Southwest Airlines Co. P.O. Box 36611 Dallas, Texas 75235-1611 CALCULATION OF REGISTRATION FEE Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share(1) price(1) fee Common Stock par value $1.00 per 6,000,000 share shares $20.86875 $125,212,500 $33,056.10 (1) Estimated solely for the purpose of calculating the registration fee which, pursuant to Rules 457(c) and 457(h) is based on 90% of the average of the high and low price for the Common Stock on the New York Stock Exchange on September 22, 2000. (2) The number of shares of Common Stock registered herein is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions. STATEMENT OF INCORPORATION BY REFERENCE This Amendment No. 1 to Registration Statement on Form S-8 is being filed to register an additional 6,000,000 shares of the Company's Common Stock to be issued under the 1991 Employee Stock Purchase Plan (as amended, the "Plan"). In accordance with General Instruction E to Form S-8, the contents of the Company's Registration Statement on Form S-8 (Registration Number 33-40653), as previously filed with the Securities and Exchange Commission on May 16, 1991, and including all documents incorporated by reference therein, is hereby incorporated by reference herein and made a part hereof. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 5. Interest of Named Experts and Counsel. The validity of the Common Stock registered hereunder has been passed upon for the Company by Deborah Ackerman, Esq. Ms. Ackerman is the Associate General Counsel and Assistant Secretary of the Company. Ms. Ackerman owns 83,801 shares of Common Stock and options to purchase 42,207 shares of Common Stock. Item 8. Exhibits. 4 Southwest Airlines Co. 1991 Employee Stock Purchase Plan, as amended September 21, 2000. 5 Opinion of Deborah Ackerman, Associate General Counsel of the Company, re legality of securities being registered. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Deborah Ackerman, Associate General Counsel of the Company (contained in the opinion filed as Exhibit 5 hereto). SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Dallas, State of Texas on September 21, 2000. SOUTHWEST AIRLINES CO. By: /s/ Gary C. Kelly Gary C. Kelly Vice President-Finance, Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on September 21, 2000. Signature Capacity /s/ Herbert D. Kelleher Chairman of the Board of Directors, ---------------------- President and Chief Executive Officer Herbert D. Kelleher /s/ Gary C. Kelly Vice President-Finance ---------------------- (Chief Financial and Accounting Officer) Gary C. Kelly Director ---------------------- Samuel E. Barshop /s/ Gene H. Bishop Director ---------------------- Gene H. Bishop /s/ William P. Hobby Director ---------------------- William P. Hobby Director ---------------------- Travis C. Johnson /s/ R. W. King Director ---------------------- R. W. King /s/ June M. Morris Director ---------------------- June M. Morris Director ---------------------- C. Webb Crockett INDEX TO EXHIBITS 4 Southwest Airlines Co. 1991 Employee Stock Purchase Plan, as amended September 21, 2000. 5 Opinion of Deborah Ackerman, Associate General Counsel for the Company. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Deborah Ackerman, Associate General Counsel of Southwest (contained in the opinion filed as Exhibit 5 hereto).