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As filed with the Securities and Exchange Commission on January 10, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICA WEST HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 86-0847214
(State of Incorporation) (I.R.S. Employer Identification No.)
111 WEST RIO SALADO PARKWAY
TEMPE, ARIZONA 85281
(Address of principal executive offices)
AMERICA WEST
1994 INCENTIVE EQUITY PLAN
(Full title of the plans)
Stephen L. Johnson
America West Holdings Corporation
111 West Rio Salado Parkway
Tempe, Arizona 85281
(602) 693-0800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Samuel M. Livermore, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111-3580
(415) 693-2000
Fax (415) 951-3699
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
CLASS B COMMON STOCK, PAR VALUE 1,500,000 SHARES $20.50 $30,750,000 $8,118
$0.01 PER SHARE
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee. The offering price per share and aggregate offering price are
based upon the average of the high and low prices of the Company's Common Stock
of America West Holdings Corporation (the "Company") as reported on the New York
Stock Exchange on January 4, 2000 for shares available for grant pursuant to
the Plan, pursuant to Rule 457(c) under the Act.
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INCORPORATION BY REFERENCE
The contents of Registration Statement on Form S-8 No. 33-60555
originally filed with the Securities and Exchange Commission (the "SEC") on June
23, 1995, as amended by Post-Effective Amendment No. 1 as filed with the SEC on
January 2, 1997, and the contents of Registration Statement on Form S-8 No.
33-26935 originally filed with the Securities and Exchange Commission on May 12,
1997, as amended by Post-Effective Amendment No. 1 as filed with the Securities
and Exchange Commission on January 10, 2000,are incorporated by reference
herein.
An amendment to the 1994 Incentive Equity Plan (the "Plan"), approved
by the Board in April 1999 and approved by the stockholders in May 1999,
increased the number of shares of the Company's Class B Common Stock authorized
for issuance under the Plan from 7,500,000 shares to 9,000,000 shares.
EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER
- ------
<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of KPMG LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages
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1.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Tempe, State of Arizona, on December 31, 1999.
AMERICA WEST HOLDINGS CORPORATION
By: /s/ William A. Franke
_______________________________
William A. Franke
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints, jointly and severally, William A.
Franke, W. Douglas Parker, Stephen L. Johnson, and each of them acting
individually, as his attorney-in-fact, each with full power of substitution, for
him in any and all capacities, including as an individual or as an officer or
director authorized to act on behalf of an entity, to sign any and all
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorney to any and all amendments to said Registration
Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
_________ _____ ____
<S> <C> <C>
Chairman of the Board of Directors
and Director, President and Chief December 31, 1999
/s/ William A. Franke Executive Officer (Principal
___________________________________ Executive Officer)
William A. Franke
Executive Vice President, Corporate
Group (Principal Financial Officer
/s/ W. Douglas Parker and Principal Accounting Officer) December 31, 1999
___________________________________ and Director
W. Douglas Parker
/s/ John L. Goolsby
___________________________________ Director December 31, 1999
John L. Goolsby
/s/ Walter T. Klenz
___________________________________ Director December 31, 1999
Walter T. Klenz
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2.
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<S> <C> <C>
/s/ Marie L. Knowles
___________________________________ Director December 31, 1999
Marie L. Knowles
/s/ Richard C. Kraemer
___________________________________ Director December 31, 1999
Richard C. Kraemer
/s/ Robert J. Miller
___________________________________ Director December 31, 1999
Robert J. Miller
/s/ Gilbert D. Mook
___________________________________ Director December 31, 1999
Gilbert D. Mook
/s/ Denise M. O'Leary
___________________________________ Director December 31, 1999
Denise M. O'Leary
/s/ Richard P. Schifter
___________________________________ Director December 31, 1999
Richard P. Schifter
/s/ Jeffrey A. Shaw
___________________________________ Director December 31, 1999
Jeffrey A. Shaw
/s/ John F. Tierney
___________________________________ Director December 31, 1999
John F. Tierney
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3.
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EXHIBIT INDEX
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EXHIBIT
NUMBER
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<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of KPMG LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages
</TABLE>
4.
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Exhibit 5.1
January 10, 2000
America West Holdings Corporation
111 West Rio Salado Parkway
Tempe, Arizona 85281
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by America West Holdings Corporation (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to an aggregate
of 1,500,000 shares of the Company's Series B Common Stock, $0.01 par value,
(the "Shares") pursuant to its 1994 Incentive Equity Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement,
your Certificate of Incorporation and Bylaws, as amended, and such other
documents, records, certificates, memoranda and other instruments as we deem
necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan and the
Registration Statement, will be validly issued, fully paid, and nonassessable
(except as to shares issued pursuant to certain deferred payment arrangements,
which will be fully paid and nonassessable when such deferred payments are made
in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Jamie E. Chung
____________________
Jamie E. Chung
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
To Board of Directors
America West Holdings Corporation
We consent to the incorporation by reference in the registration statement on
Form S-8 of America West Holdings Corporation of our report dated March 10,
1999, relating to the consolidated balance sheets of America West Holdings
Corporation and subsidiaries as of December 31, 1998, and 1997, and the related
consolidated statements of income, cash flows and stockholders' equity for each
of the years in the three-year period ended December 31, 1998, and the related
consolidated financial statement schedule, which report appears in the December
31, 1998, annual report on Form 10-K of America West Holdings Corporation.
KPMG LLP
Phoenix, Arizona
January 10, 2000
