<PAGE> 1
As filed with the Securities and Exchange Commission on June 29, 2000.
Registration No. _________
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 86-0418245
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
111 W. Rio Salado Parkway
Tempe, Arizona 85281
(480) 693-0800
(Address of principal executive offices)
-------------------
AMERICA WEST HOLDINGS CORPORATION
FUTURE CARE 401(k) PLAN
(Full title of the plan)
Stephen L. Johnson
America West Holdings Corporation
111 W. Rio Salado Parkway
Tempe, Arizona 85281
(480) 693-0800
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (480) 693-0800
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B
Common Stock, 500,000(1) $16.8125(2) $8,406,250(2) $2,220.00(2)
.01 par value shares
Interests in the Plan -- -- -- --
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, other rights to purchase or acquire the shares
of Common Stock covered by the Prospectus and, pursuant to Rule 416(c)
under the Securities Act of 1933, an indeterminate number of shares and
interests in the America West Holdings Corporation Future Care 401(k) Plan
(the "Plan") which by reason of certain events specified in the Plan may
become subject to the Plan and which may be offered or sold pursuant to
the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the average
of the high and low prices of the Common Stock on June 23, 2000 as
reported on the New York Stock Exchange and published in the Western
Edition of The Wall Street Journal.
The Exhibit Index for this Registration Statement is at page S-4.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II
hereof), taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by America West
Holdings Corporation (the "Company") are incorporated herein by reference:
(a) Annual Report on Form 10-K for the Company's fiscal year ended
December 31, 1999, filed with the Commission on March 30, 2000;
(b) Quarterly Report on Form 10-Q for the Company's fiscal quarter ended
March 31, 2000, filed with the Commission on May 15, 2000; and
(c) The description of the Company's Class B Common Stock (the "Common
Stock") set forth in the Company's Registration Statement on Form 8-A
filed on August 10, 1994, including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into the prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document, all or a
portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or amended, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock is registered pursuant to Section 12 of the
Exchange Act. Therefore, the description of the securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") and
Section 8.02 of the Company's restated By-Laws, set forth below, contain
provisions authorizing indemnification of directors, officers, employees or
agents against certain liabilities and expenses which they might incur as
directors, officers, employees or agents of America West or of certain other
entities. Section 145 also provides that any indemnification shall be made only
3
<PAGE> 4
as authorized in each specific case upon a determination by the (i)
stockholders, (ii) board of directors by a majority vote of disinterested
directors or (iii) a committee of directors designated by a majority vote of
disinterested directors, that indemnification of the indemnitee is proper
because he has met the applicable standard of conduct. Article 12.0 of the
Company's Restated Certificate of Incorporation provides that directors of the
Company will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director s duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends or unlawful
stock repurchase or redemptions as provided in Section 174 of the DGCL or (iv)
for any transaction from which the director derived any improper personal
benefit. The Company intends to enter into indemnification agreements with
certain of its directors providing for indemnification to the fullest extent
permitted by the law of the State of Delaware.
Section 8.02 of the restated Bylaws of the Company provides as
follows:
(a) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a Director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
or owed in settlement actually and reasonably paid or incurred by him or her or
rendered or levied against him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation; and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, in itself, create a presumption that the
person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that such person is or was a Director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses, including attorneys' fees, actually or reasonably paid or
incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation; provided however, that no indemnification shall be made in respect
to any claim, issue or matter as to which such person shall have been adjudged
to be liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
4
<PAGE> 5
(c) The Corporation shall, at the discretion of the Board of
Directors, indemnify all employees and agents of the Corporation (other than
Directors and officers) to the extent that Directors and officers shall be
indemnified pursuant to subsections (a) and (b).
(d) To the extent that a person who may be entitled to
indemnification by the Corporation under this section is or has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b), or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses, including attorneys'
fees, actually and reasonably paid or incurred by him or her in connection
therewith.
(e) Any indemnification under subsections (a), (b), or (c) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the Director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in subsection (a) or (b). Such determination shall be made
(i) by the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceeding, (ii) if such
a quorum is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in written opinion, (iii) by
the stockholders, or (iv) in any case in which applicable law makes court
approval a prerequisite to indemnification, by the court in which such action,
suit or proceeding was brought or another court of competent jurisdiction.
(f) Expenses, including attorneys' fees, incurred by an officer or
Director in defending a civil, criminal, administrative, or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the Director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this section. Such expenses,
including attorneys' fees, incurred by other employees and agents shall be so
paid upon terms and conditions, if any, as the Board of Directors deems
appropriate.
(g) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of the
stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.
(h) The provisions of this section shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the estate, executors, administrators, spouse, heirs, legatees or
devisees of a person entitled to indemnification hereunder and the term
"person," there used in the section, shall include the estate, executors,
administrators, spouse, heirs, legatees or devisees of such person.
(i) For the purposes of this Section 8.02, (i) "employee benefit
plan" and "fiduciary" shall be deemed to include, but not be limited to, the
meanings set forth, respectively, in Sections 3(3) and 21(A) of the Employee
Retirement Income Security Act of 1974, as amended, and references to the
judgments, fines and amounts paid or owed in settlement or rendered or levied
shall be deemed to encompass and include excise taxes required to be paid
pursuant to an applicable law in respect of any transaction involving an
employee benefit plan, (ii) references to the Corporation shall be deemed to
include any predecessor corporation and any constituent corporation absorbed in
a merger, consolidation or other
5
<PAGE> 6
reorganization of or by the Corporation which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, employees, agents, or fiduciaries so that any person who was a
director, officer, employee, agent or fiduciary of such predecessor or
constituent corporation, or served at the request of such predecessor of
constituent corporation as a director, officer, employee, agent or fiduciary of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, shall stand in the same position under the provisions of this
Section 8.02 with respect to the Corporation as such person would have with
respect to such predecessor or constituent corporation if its separate existence
had continued, and (iii) all other terms shall be deemed to have the meanings
for such terms as set forth in Section 145 of the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index on page S-4.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act that are incorporated
by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
6
<PAGE> 7
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
7
<PAGE> 8
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 New York, New York, on May 24, 2000.
AMERICA WEST HOLDINGS CORPORATION
By: /s/ William A. Franke
---------------------------------
William A. Franke
Its: Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
William A. Franke and Stephen L. Johnson, or each of them individually, his or
her true and lawful attorney-in-fact and agent with full powers of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them
individually, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William A. Franke Chairman of the Board, May 24, 2000
-------------------- President and Chief
William A. Franke Executive Officer
(Principal Executive
Officer)
/s/ W. Douglas Parker Executive Vice President May 24, 2000
-------------------- (Principal Financial
W. Douglas Parker Officer)
</TABLE>
8
<PAGE> 9
<TABLE>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Gilbert D. Mook Director May 24, 2000
--------------------
Gilbert D. Mook
/s/ John L. Goolsby Director May 24, 2000
-------------------
John L. Goolsby
/s/ Walter T. Klenz Director May 24, 2000
-------------------
Walter T. Klenz
/s/ Marie L. Knowles Director May 24, 2000
--------------------
Marie L. Knowles
/s/ Richard C. Kraemer Director May 24, 2000
----------------------
Richard C. Kraemer
/s/ Robert J. Miller Director May 24, 2000
--------------------
Robert J. Miller
/s/ Denise M. O'Leary Director May 24, 2000
---------------------
Denise M. O'Leary
/s/ Richard P. Schifter Director May 24, 2000
-----------------------
Richard P. Schifter
/s/ Jeffrey A. Shaw Director May 24, 2000
-------------------
Jeffrey A. Shaw
/s/ John F. Tierney Director May 24, 2000
-------------------
John F. Tierney
</TABLE>
9
<PAGE> 10
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the America West Holdings Corporation Future Care 401(k) Plan Committee
has duly caused this Registration Statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Tempe,
State of Arizona, on May 29, 2000 and June 6, 2000.
AMERICA WEST HOLDINGS CORPORATION FUTURE CARE
401(k) PLAN
By: America West Holdings Corporation
Future Care 401(k) Plan Committee
By: /s/Michael Carreon
--------------------------------------
Michael Carreon
By: /s/Wendy Schoppert
--------------------------------------
Wendy Schoppert
By: /s/Teresa Pacheco
--------------------------------------
Teresa Pacheco
By: /s/Sandy Peiser, Sr.
--------------------------------------
Sandy Peiser, Sr.
By: /s/Diane Welle
--------------------------------------
Diane Welle
By: /s/Chris Wilson
--------------------------------------
Chris Wilson
10
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4.1 America West Holdings Corporation Future Care 401(k) Plan.
4.2 Trust Agreement.
5.2 Internal Revenue Service determination that the Plan is
qualified under Section 401(a) of the Internal Revenue Code.
23.1 Consent of KPMG LLP (consent of independent auditors).
24. Power of Attorney (included in this Registration Statement under
"Signatures").
</TABLE>
11
