-----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, E4VGfcXc7xlhRHb2eoNNUqYhOYuRL6VQnGDkVg9pkGoZN9l2btj6j7+Rn8vm8jEp ih5ZSMvdFPwkhbtmulZXFQ== 0000950134-99-005817.txt : 19990701 0000950134-99-005817.hdr.sgml : 19990701 ACCESSION NUMBER: 0000950134-99-005817 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990630 EFFECTIVENESS DATE: 19990630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KITTY HAWK INC CENTRAL INDEX KEY: 0000932110 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 752564006 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-81929 FILM NUMBER: 99656544 BUSINESS ADDRESS: STREET 1: P O BOX 612787 STREET 2: 1515 W 20TH ST CITY: DALLAS/FORT WORTH IN STATE: TX ZIP: 75261 BUSINESS PHONE: 2144562220 MAIL ADDRESS: STREET 1: P O BOX 612787 CITY: DALLAS/FORT WORTH IN STATE: TX ZIP: 75261 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on June 30, 1999 Registration No. 333- ------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KITTY HAWK, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 75-2564006 - ------------------------------- ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1515 West 20th Street P.O. Box 612787 Dallas/Fort Worth International Airport, Texas 75261 ------------------------------------------------------------ (Address of Principal Executive Offices, including Zip Code) KITTY HAWK, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN ------------------------------------------------------------------ (Full title of the Plan) M. TOM CHRISTOPHER Chief Executive Officer 1515 West 20th Street P.O. Box 612787 Dallas/Fort Worth International Airport, Texas 75261 (972) 456-2200 -------------- (Name and address of agent for service, including telephone number) With a copy to: GREG R. SAMUEL GARRETT A. DEVRIES Haynes and Boone, LLP 901 Main Street 3100 NationsBank Plaza Dallas, Texas 75202-3789 (214) 651-5000 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------- Title of Securities Amount Maximum Offering Proposed Maximum Amount To Be Registered To Be Registered Price Per Share Aggregate Offering Price of Registration Fee - ------------------------------------------------------------------------------------------------------------------- Common Stock $.01 par value . . . . 400,000 shares $6.66(1) $2,664,000(1) $740.59(1) - -------------------------------------------------------------------------------------------------------------------
(1) The offering price per share, the aggregate offering price and the registration fee have been calculated in accordance with paragraphs (c) and (h)(1) of Rule 457 promulgated under the Securities Act of 1933 based on the average of the high and low sale prices for the Company's Common Stock reported on the NASDAQ National Market on June 25, 1999 ($6.66 per share). 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Kitty Hawk, Inc. (the "Company") hereby incorporates by reference the Company's (i) Registration Statement on Form S-8 (No. 333-28553), as filed with the Securities and Exchange Commission on June 5, 1997 (the "1997 Form S-8"), including without limitation the description of Common Stock and the description of director and officer indemnification included therein and (ii) Post-Effective Amendment No. 1 (the "Amendment") to the 1997 Form S-8, as filed with the Securities and Exchange Commission on February 6, 1998. By means of the 1997 Form S-8, as amended by the Amendment, the Company registered 100,000 shares of Common Stock to be issued pursuant to the Kitty Hawk, Inc. Amended and Restated Employee Stock Purchase Plan (the "Employee Stock Purchase Plan"). This Registration Statement registers an additional 400,000 shares of Common Stock issuable pursuant to the Employee Stock Purchase Plan, as authorized by the Company's stockholders at the Company's Annual Meeting of Stockholders held on May 28, 1999. 3 SIGNATURES 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 the 30th day of June, 1999. KITTY HAWK, INC. By: /s/ RICHARD R. WADSWORTH ------------------------------- Richard R. Wadsworth Senior Vice President -- Finance, Chief Financial Officer and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 30th day of June, 1999:
Name Capacities ---- ---------- /s/ M. TOM CHRISTOPHER Chairman of the Board of Directors - ---------------------------------- and Chief Executive Officer M. Tom Christopher /s/ TILMON J. REEVES Chief Operating Officer, President - ---------------------------------- and Director Tilmon J. Reeves /s/ CONRAD A. KALITTA Director - ---------------------------------- Conrad A. Kalitta /s/ RICHARD R. WADSWORTH Senior Vice President -- Finance, - ---------------------------------- Chief Financial Officer, Secretary, Richard R. Wadsworth Principal Financial and Accounting Officer and Director /s/ PHILIP J. SAUDER Director - ---------------------------------- Philip J. Sauder /s/ TED J. COONFIELD Vice President and Director - ---------------------------------- Ted J. Coonfield /s/ LEWIS S. WHITE Director - ---------------------------------- Lewis S. White
4 EXHIBIT INDEX
Exhibit No. Exhibit - ----------- ------- 4.1 Specimen Common Stock Certificate, filed as an exhibit to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-8307) dated as of October 1996, which exhibit is incorporated herein by reference. 4.2 The Kitty Hawk, Inc. Amended and Restated Employee Stock Purchase Plan ("Employee Stock Purchase Plan"), filed as an exhibit to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-8307) dated as of October 1996, which exhibit is incorporated herein by reference. 4.3* Amendment No. 1 to the Employee Stock Purchase Plan. 5.1* Opinion of Haynes and Boone, LLP, Special Counsel of the Company, as to the validity of Common Stock to be offered. 23.1* Consent of Haynes and Boone, LLP, contained in the opinion filed as Exhibit 5.1. 23.2* Consent of Ernst & Young LLP.
- ----------------- * Filed herewith. EX-4.3 2 AMENDMENT NO. 1 TO EMPLOYEE STOCK PURCHASE PLAN 1 EXHIBIT 4.3 AMENDMENT NO. 1 TO THE KITTY HAWK, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN 2 AMENDMENT NO. 1 TO THE KITTY HAWK, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN The name of the plan is the KITTY HAWK, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN (the "EMPLOYEE STOCK PURCHASE PLAN"). The Employee Stock Purchase Plan was adopted by the Board of Directors of KITTY HAWK, INC., a Delaware corporation (the "COMPANY"), effective as of September 3, 1996. This Amendment No. 1 to the Employee Stock Purchase Plan (the "AMENDMENT") was adopted by the Board of Directors of the Company on April 14, 1999. SECTION 1. The Amendment amends and restates Section 9.1 of the Employee Stock Purchase Plan in its entirety as follows: 9.1 The maximum number of Shares which shall be made available for sale under the Plan shall be five hundred thousand (500,000), subject to adjustment upon changes in capitalization of the Company as provided in Articles XIV and XV. SECTION 2. The remaining provisions of the Plan are not modified or changed by this Amendment. * * * * * PAGE 2 3 IN WITNESS WHEREOF, the Company has caused this instrument to be executed as of April 14, 1999 by its duly authorized representative. KITTY HAWK, INC. By: /s/ M. TOM CHRISTOPHER -------------------------------------------- Name: M. Tom Christopher Title: Chairman of the Board and Chief Executive Officer PAGE 3 EX-5.1 3 OPINION AND CONSENT OF HAYNES & BOONE, LLP 1 EXHIBIT 5.1 June 30, 1999 Kitty Hawk, Inc. 1515 West 20th Street Dallas/Forth Worth International Airport, Texas 75261 Gentlemen: We have acted as counsel to Kitty Hawk, Inc., a Delaware corporation (the "COMPANY"), in connection with the preparation of a Registration Statement on Form S-8 (the "REGISTRATION STATEMENT") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Registration Statement relates to the registration of 400,000 additional shares of the Company's common stock, par value $.01 per share (the "COMMON STOCK"), that may be issued pursuant to the Kitty Hawk, Inc. Amended and Restated Employee Stock Purchase Plan (the "PLAN"), as amended by that certain Amendment No. 1 to the Kitty Hawk, Inc. Amended and Restated Employee Stock Purchase Plan (the "AMENDMENT"). The Amendment was approved by the Company's stockholders at the 1999 Annual Meeting of Stockholders held on May 28, 1999. The opinions expressed herein relate solely to, are based solely upon and are limited exclusively to, the internal substantive laws of the State of Texas, the General Corporation Laws of the State of Delaware and applicable federal laws of the United States of America. In connection therewith, we have examined and relied upon the original, or copies certified to our satisfaction, of (i) the Company's Certificate of Incorporation, as amended (the "CERTIFICATE OF INCORPORATION"), and the Company's Amended and Restated Bylaws (the "BYLAWS"); (ii) the minutes and records of the corporate proceedings of the Company with respect to the adoption of the Plan, the Amendment and related matters; (iii) the Plan; (iv) the Amendment; (v) the Registration Statement on Form S-8 (Reg. No. 333-28553) (the "1997 FORM S-8") filed with the Securities and Exchange Commission on June 5, 1997, relating to the registration of 100,000 shares of Common Stock issuable under the Plan; (vi) Post-Effective Amendment No. 1 to the 1997 Form S-8, as filed with the Securities and Exchange Commission on February 6, 1998; (vii) the specimen Common Stock certificate filed as Exhibit 4.1 to the Company's Registration Statement on Form S-1 (Reg. No. 333-8307); and (viii) such other documents as we have deemed necessary for the expression of the opinions contained herein. In making the foregoing examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to questions of fact material to this opinion, where such facts have not been independently established, and as to the content and form of the Certificate of Incorporation, Bylaws, the Plan, the 2 Kitty Hawk, Inc. June 30, 1999 Page 2 Amendment, minutes, records, resolutions and other documents or writings of the Company, we have relied, to the extent we deem reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independent check or verification of their accuracy. In addition, we have assumed that all formalities required by the Company's Certificate of Incorporation and Bylaws and the Delaware General Corporation Law will be complied with when the shares of Common Stock are issued pursuant to the terms of the Plan, as amended by the Amendment. Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, assuming that the cash consideration received by the Company in exchange for the issuance of Common Stock under the Plan, as amended by the Amendment, equals or exceeds the par value of such Common Stock, we are of the opinion that the 400,000 shares of Common Stock covered by the Registration Statement which may be issued from time to time in accordance with the terms of the Plan, as amended by the Amendment, have been duly authorized for issuance by the Company, and, when so issued in accordance with the terms and conditions of the Plan, as amended by the Amendment, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Very truly yours, Haynes and Boone, LLP EX-23.2 4 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Kitty Hawk, Inc. Amended and Restated Employee Stock Purchase Plan, of our report dated March 30, 1999, with respect to the consolidated financial statements of Kitty Hawk, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. Ernst & Young LLP Dallas, Texas June 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----