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 December 19, 2000
(Date of earliest event reported) (December 18, 2000)
VANGUARD AIRLINES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-27034 (Commission File Number)
48-1149290 (I.R.S. Employer Identification No.)
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 (816) 243-2100
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ITEM 5. OTHER EVENTS.
Vanguard Airlines, Inc. (the "Company") issued a press release on
December 18, 2000, a copy of which is attached hereto as Exhibit
99 and is incorporated herein by reference, announcing that it
completed a $7.5 million private placement of units of securities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS. The following Exhibits are filed with this
report:
EXHIBIT NO. DESCRIPTION
99 Press Release, issued December 18, 2000.
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.
By:/s/ Jeff S. Potter
------------------------
Jeff S. Potter
President and Chief Executive
Officer
Date: December 19, 2000
<PAGE>
FOR IMMEDIATE RELEASE
DECEMBER 18, 2000
CONTACT: Alan Carr
816-243-2136
[email protected]
VANGUARD AIRLINES ANNOUNCES
COMPLETION OF PRIVATE PLACEMENT
Kansas City, MO -- Vanguard Airlines, Inc. (NasdaqSC: VNGD)
("Vanguard" or the "Company") announced today that it completed a
$7.5 million private placement of units of securities (the
"Units"), each Unit consisting of the Company's Series B
Convertible Preferred Stock, par value $.001 ("Series B Preferred
Stock"), and a common stock purchase warrant. The Company
converted $3.5 million of outstanding debt and received $4.0
million in cash proceeds. The share price of the newly issued
stock when converted to Common Stock was $1.17 per share. The
Series B Preferred Stock is convertible into an aggregate
6,410,256 shares of Common Stock at any time. The Company also
issued an additional 1,100,505 shares of Common Stock pursuant to
anti-dilution protection granted in connection with the private
placement of Common Stock completed in September 2000. Also, in
accordance with the Certificate of Designation of the Company's
Series A Preferred Stock, the Company adjusted the conversion
factor of its outstanding shares of Series A Preferred Stock; the
Series A Preferred Stock is now convertible into 2,584,291 shares
of Common Stock. As of December 15, 2000, there are a total of
29,566,409 shares of Common Stock and shares immediately
convertible into Common Stock outstanding.
Kansas City-based Vanguard Airlines, which began service in
December 1994, is a value-priced, 100 percent ticketless
passenger airline. The airline provides convenient, scheduled jet
service to thirteen cities: Atlanta, Austin (beginning Jan. 7,
2001), Buffalo/Niagara Falls, Chicago-Midway, Dallas/Ft. Worth,
Denver, Kansas City, Los Angeles, Minneapolis/St. Paul, Myrtle
Beach, New York-LaGuardia, New Orleans and Pittsburgh. The
Company employs approximately 950 full-time equivalent employees
and currently operates a fleet of 13 Boeing 737s. For more
information on Vanguard, visit the Company's 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. Further information on
such risks and uncertainties that could affect the Company's
financial results are included in the Company's filings with the
Securities and Exchange Commission, including the Form 10-K for
the year ended December 31, 1999, and in subsequent filings filed
with the Securities and Exchange Commission.
