SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 20, 1999 (May 19, 1999)
VANGUARD AIRLINES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27034 48-1149290
(State or other (Commission (I.R.S. Employer Identification No.)
jurisdiction of File
incorporation) Number)
533 Mexico City Avenue
Kansas City International Airport
Kansas City, MO 64153
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code (913) 789-1388
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ITEM 5. OTHER EVENTS.
Vanguard Airlines, Inc. (the "Company") issued a press release on
May 19, 1999, a copy of which is attached hereto as Exhibit 99 and
is incorporated herein by reference, announcing approval of a
one-for-five reverse stock split of all outstanding shares of Common Stock,
$0.001 par value per share, of the Company and a temporary change in
the Company's ticker symbol from "VNGD" to "VNGDD."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS. The following Exhibits are filed with this report:
EXHIBIT NO. DESCRIPTION
99 Press Release, issued May 19, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
VANGUARD AIRLINES, INC.
/S/ ROBERT J. SPANE
By: Robert J. Spane
President and Chief
Executive Officer
Date: May 20, 1999
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Exhibit 99
FOR IMMEDIATE RELEASE May 19, 1999
Contact: Rana Walker
(913) 789-1410
VANGUARD AIRLINES ANNOUNCES
APPROVAL OF REVERSE STOCK SPLIT AND
TEMPORARY TICKER SYMBOL CHANGE
KANSAS CITY, MO-Vanguard Airlines, Inc. (OTC: VNGD, as of May 20, 1999,
OTC: VNGDD) reported today that at its Annual Meeting the stockholders
approved an amendment to the Company's Certificate of Incorporation, as
amended, to effect a one-for-five reverse stock split of all outstanding
shares of Common Stock, $0.001 par value per share, of the Company.
In connection with the reverse stock split, which will be effective as of
May 20, 1999, the Company's Common Stock will trade under the ticker
symbol "VNGDD" for a period of thirty (30) calendar days.
The Company has filed listing applications with both the Nasdaq SmallCap
Stock Market and American Stock Exchange. There can be no assurance that
the price of the Company's Common Stock will increase in an amount
proportionate to the decrease in the number of outstanding shares or that
the Company will be successful with its application for listing on either
the Nasdaq SmallCap Stock Market or the American Stock Exchange.
The stockholders also reelected one incumbent director, Robert J. Spane,
Chairman, Chief Executive Officer and President of Vanguard. Other
individuals currently serving on Vanguard's Board of Directors are
Lee M. Gammill, Jr., Denis T. Rice and Leighton W. Smith.
In addition, stockholders approved the selection of Ernst & Young LLP
as the Company's independent auditors for the fiscal year ended
December 31, 1999.
<PAGE>
Vanguard, which began service in December 1994 and is headquartered
in Kansas City, is a low-fare, passenger airline providing
convenient, scheduled jet service. Vanguard serves the following
ten cities: Atlanta, Buffalo (effective July 15, 1999), Chicago-Midway,
Cincinnati, Dallas/Ft. Worth, Denver, Kansas City, Minneapolis/St. Paul,
Myrtle Beach and Pittsburgh. The Company employs approximately 800
full-time equivalent employees and currently operates a fleet of eleven
Boeing 737-200's, with one more due for delivery in June 1999. The
Company has also signed letters of intent for three replacement and
growth aircraft, with anticipated delivery dates in the second half
of 1999. Vanguard reported its first-ever annual operating profit
in 1998 and its fourth consecutive quarter of operating profits in the
first quarter of 1999. For more information on Vanguard, please
visit our web site at WWW.FLYVANGUARD.COM.
This press release contains forward-looking statements that involve
risks and uncertainties. Such forward-looking statements are made
based on management's belief, as well as assumptions made by, and
information currently available to, management pursuant to the
"safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company's actual results may differ
significantly from those currently anticipated. Factors that may
cause such differences include, but are not limited to, general
economic conditions, the cost of jet fuel, the Company's ability to
secure additional financing, the occurrence of events involving
other low-fare carriers, potential changes in government regulation
of airlines or aircraft, aircraft availability and delivery issues,
actions taken by other airlines, particularly with respect to
scheduling and pricing in the Company's current or future routes and
unanticipated Year 2000 Compliance costs and expenses. Further
information on the factors that could affect the Company's
financial results are included in its SEC filings including the
Form 10-K for the year ended December 31, 1998.
