<PAGE>
As filed with the Securities and Exchange Commission on September 17, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
HAWAIIAN AIRLINES, INC.
(Exact Name of Registrant as Specified in Its Charter)
-----------------------
HAWAII 99-0042880
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
-----------------------
3375 Koapaka Street
Suite G350 96819
Honolulu, Hawaii (Zip Code)
(Address of Principal Executive Offices)
-----------------------
HAWAIIAN AIRLINES, INC.
1996 STOCK INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)
-----------------------
Lyn F. Anzai
Vice President, General Counsel and Corporate Secretary
3375 Koapaka Street
Suite G350
Honolulu, Hawaii 96819
(Name and Address of Agent For Service)
-----------------------
(808) 835-3700
Telephone Number, Including Area Code, of Agent For Service
-----------------------
WITH A COPY TO:
Hilary J. Hatch
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Registered Offering Price Per Aggregate Registration
Share Offering Price Fee
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,500,000 (1) $ 2.34(2) $5,850,000.00(2) $2,018.00(2)
- ----------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights 2,500,000 (3) $ 0.00 $ 0.00 $ 0.00
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) These shares are reserved for issuance pursuant to awards in the Hawaiian
Airlines, Inc. 1996 Stock Incentive Plan, as amended (the "Plan").
Pursuant to Rule 416, also being registered are additional shares of Common
Stock as may become available under the Plan through the operation of
anti-dilution provisions. This Registration Statement does not include
2,000,000 shares available under the Plan for which a registration
statement on Form S-8 (File No. 333-09673) was previously filed on August
6, 1996 and for which a registration fee was previously paid.
(2) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee, as
follows: $2,018.00 with respect to the shares of Common Stock, based on
a price of $2.34 per share, the average of the high and low trading prices
of the Common Stock of Hawaiian Airlines, Inc. (the "Company") on the
American Stock Exchange on September 10, 1998.
(3) These Preferred Stock Purchase Rights attach to each share of Common Stock
upon issuance.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed by Hawaiian Airlines, Inc.
("Hawaiian" or the "Company") for the purpose of registering 2,500,000
additional shares of the same class of securities as other securities for which
a registration statement on Form S-8 was filed with respect to the Hawaiian
Airlines, Inc. 1996 Stock Incentive Plan, as amended (the "Plan"). The
additional shares of Common Stock that may become available for purchase in
accordance with the provisions of the Plan in the event of certain changes in
the outstanding shares of Common Stock of Hawaiian, including, among other
things, stock dividends, stock splits, reverse stock splits, reorganizations and
recapitalizations, are also being registered. The contents of Registration
Statement on Form S-8 (File No. 333-09673), including the Reoffer Prospectus
included therein, filed by the Company with the Securities and Commission on
August 6, 1996, are incorporated herein by reference.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Company with the
Commission are by this reference incorporated in and made a part of this
Registration Statement:
(1) The Company's Annual Report on Form l0-K for the fiscal year
ended December 31, 1997, including the Financial Statements and the Financial
Statement Schedule and the Reports of KPMG Peat Marwick LLP, Independent
Auditors, as filed on March 31, 1998;
(2) The Company's Current Report on Form 8-K, as filed on May 22,
1998;
(3) The Company's Current Report on Form 8-K, as filed on
September 14, 1998;
(4) The Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1998, as filed on May 15, 1998;
(5) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998, as filed on August 13, 1998;
(6) The Company's Registration Statement on Form 8-A/A, as filed
on July 1, 1996;
(7) The Company's Registration Statement on Form 8-A12B/A, as
filed on September 14, 1998;
(8) The Company's Registration Statement on Form S-8 (Registration
No. 333-09673), as filed on August 6, 1996; and
(9) All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") after the date of this Prospectus and 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.
Any statement contained in a document 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 superseded, to constitute a part of this
Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock has been passed upon for the Company
by Lyn F. Anzai, its Vice President, General Counsel and Corporate Secretary.
Ms. Anzai owns 7,000 shares of Common Stock.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5.1 Opinion of Lyn F. Anzai, Esq.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Lyn F. Anzai, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (included on Signature Pages)
99.1 Hawaiian Airlines, Inc. 1996 Stock Incentive Plan, as amended.
</TABLE>
II-1
<PAGE>
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 and County of Honolulu, State of Hawaii, on this 28th
day of August, 1998.
HAWAIIAN AIRLINES, INC.
By: /s/ Paul J. Casey
---------------------------------
Paul J. Casey
President and Chief Executive Officer
II-2
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Paul J. Casey, Lyn F. Anzai, John L. Garibaldi and Clarence K. Lyman his or her
true and lawful attorneys-in-fact and agents, each acting alone, 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
attorneys-in-fact and agents, each acting alone, full powers 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, each acting alone, or his or her substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Paul J. Casey) Director, President and Chief August 28, 1998
------------------------- Executive Officer (Principal
(Paul J. Casey) Executive Officer)
/s/ John L. Garibaldi Executive Vice President and August 28, 1998
------------------------- Chief Financial Officer
(John L. Garibaldi) (Principal Accounting and
Financial Officer)
/s/ John W. Adams Director, Chairman of the Board August 28, 1998
-------------------------
(John W. Adams)
/s/ Todd G. Cole Director August 28, 1998
-------------------------
(Todd G. Cole)
/s/ Robert G. Coo Director August 28, 1998
-------------------------
(Robert G. Coo)
/s/ William Boyce Lum Director August 28, 1998
-------------------------
(William Boyce Lum)
/s/ Reno F. Morella Director August 28, 1998
-------------------------
(Reno F. Morella)
/s/ Arthur J. Pasmas
------------------------- Director August 28, 1998
(Arthur J. Pasmas)
/s/ Samson Poomaihealani Director August 28, 1998
-------------------------
(Samson Poomaihealani)
/s/ Edward Z. Safady Director August 28, 1998
-------------------------
(Edward Z. Safady)
/s/ Sharon L. Soper Director August 28, 1998
-------------------------
(Sharon L. Soper)
/s/ Thomas J. Trzanowski Director August 28, 1998
-------------------------
(Thomas J. Trzanowski)
II-3
<PAGE>
EXHIBIT 5.1
August 31, 1998
Hawaiian Airlines, Inc.
3375 Koapaka Street
Suite G350
Honolulu, HI 96819
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
I have acted as counsel for Hawaiian Airlines, Inc., a Hawaii
corporation (the "Company"), in connection with the registration of 2,500,000
additional shares of Common Stock (the Common Stock") of the Company issuable
under its 1996 Stock Incentive Plan, as amended (the "Plan"). In connection
therewith, I have examined, among other things, the Registration Statement on
Form S-8 (the "Registration Statement") proposed to be filed by the Company with
the Securities and Exchange Commission on or about September 1, 1998. I have
also examined the proceedings and other actions taken by the Company in
connection with the authorization and reservation of the shares of Common Stock
issuable under the Plan and such other matters as I deemed necessary for
purposes of rendering this opinion.
Based upon the foregoing, and in reliance thereon, I am of the opinion
that the shares of Common Stock issuable under the Plan, when issued, delivered
and paid for in accordance with the Plan and the agreements evidencing awards
thereunder and in the manner described in the Registration Statement, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Lyn F. Anzai
-------------------------------------
Lyn F. Anzai
<PAGE>
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
Hawaiian Airlines, Inc.:
We consent to incorporation by reference in the Registration Statement on
Form S-8 of Hawaiian Airlines, Inc., registering 2,500,000 shares of Common
Stock and 2,500,000 Preferred Stock Purchase Rights pursuant to the Hawaiian
Airlines, Inc. 1996 Stock Incentive Plan, of our reports dated February 26,
1998, relating to the balance sheets of Hawaiian Airlines, Inc. as of
December 31, 1997 and 1996, and the related statements of operations,
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997, and relating to the financial statement schedule
for the three-year period ended December 31, 1997, which reports appear in the
December 31, 1997 annual report on Form 10-K of Hawaiian Airlines, Inc.
KPMG Peat Marwick LLP
Honolulu, Hawaii
September 17, 1998
<PAGE>
EXHIBIT 99.1
HAWAIIAN AIRLINES, INC.
1996 STOCK INCENTIVE PLAN, AS AMENDED [1998]
SECTION 1. PURPOSE OF PLAN. The purpose of this 1996 Stock Incentive Plan
as amended (this "Plan") of Hawaiian Airlines, Inc., a Hawaii corporation (the
"Company"), is to enable the Company to attract, retain and motivate its
employees by providing for or increasing the proprietary interests of such
employees in the Company.
SECTION 2. PERSONS ELIGIBLE UNDER PLAN. Any person, including any
director of the Company, who is an employee of the Company (an "Employee") shall
be eligible to be considered for the grant of Awards (as hereinafter defined)
hereunder. In addition, C.J. David Davies shall be eligible to be considered
for the grant of Awards hereunder.
SECTION 3. AWARDS.
(a) The Committee (as hereinafter defined), on behalf of the Company,
is authorized under this Plan to enter into any type of arrangement with an
Employee that is not inconsistent with the provisions of this Plan and that, by
its terms, involves or might involve the issuance of (i) shares of Common Stock,
par value $.01 per share, of the Company ("Common Shares") or (ii) a Derivative
Security (as such term is defined in Rule 16a-1 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as such Rule may be
amended from time to time) with an exercise or conversion privilege at a price
related to the Common Shares or with a value derived from the value of the
Common Shares. The entering into of any such arrangement is referred to herein
as the "grant" of an "Award." If the Company's Amended and Restated Articles of
Incorporation are amended to eliminate the Company's Class B Common Stock and
designate the Common Stock as "Common Stock," following such amendment all
references herein to Common Stock shall be deemed to refer to Common Stock.
(b) Awards are not restricted to any specified form or structure and
may include, without limitation, sales or bonuses of stock, restricted stock,
stock options, reload stock options, stock purchase warrants, other rights to
acquire stock, securities convertible into or redeemable for stock, stock
appreciation rights, limited stock appreciation rights, phantom stock, dividend
equivalents, performance units or performance shares, and an Award may consist
of one such security or benefit, or two or more of them in tandem or in the
alternative.
(c) Common Shares may be issued pursuant to an Award for any lawful
consideration as determined by the Committee, including, without limitation,
services rendered by the recipient of such Award.
(d) Subject to the provisions of this Plan, the Committee, in its
sole and absolute discretion, shall determine all of the terms and conditions of
each Award granted under this Plan, which terms and conditions may include,
among other things:
(i) a provision permitting the recipient of such Award,
including any recipient who is a director or officer of the Company, to pay
the purchase price of the Common Shares or other property issuable pursuant
to such Award, or such recipient's tax withholding obligation with respect
to such issuance, in whole or in part, by any one or more of the following:
(A) the delivery of previously owned shares of capital
stock of the Company (including "pyramiding") or other property,
provided that the Company is not then prohibited from purchasing or
acquiring shares of its capital stock or such other property,
(B) a reduction in the amount of Common Shares or other
property otherwise issuable pursuant to such Award, or
<PAGE>
(C) the delivery of a promissory note, the terms and
conditions of which shall be determined by the Committee;
(ii) a provision conditioning or accelerating the receipt of
benefits pursuant to such Award, either automatically or in the discretion
of the Committee, upon the occurrence of specified events, including,
without limitation, a change of control of the Company, an acquisition of a
specified percentage of the voting power of the Company, the dissolution or
liquidation of the Company, a sale of all or substantially all of the
property and assets of the Company or an event of the type described in
Section 7 hereof; or
(iii) a provision required in order for such Award to qualify as
an incentive stock option (an "Incentive Stock Option") under Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), provided
that the recipient of such Award is eligible under the Code to receive an
Incentive Stock Option.
(e) Notwithstanding any other provision of this Plan, no Employee
shall be granted options for in excess of 300,000 shares of Common Stock during
any 12-month period. This limitation is intended to satisfy the requirements of
Section 162(m) of the Code so that compensation attributable to Awards hereunder
qualify as performance-based compensation under Section 162(m) of the Code. The
limitation under this Section 3(e) shall be subject to adjustment under
Section 7 hereof, but only to the extent permitted under Section 162(m) of the
Code.
SECTION 4. STOCK SUBJECT TO PLAN.
(a) The aggregate number of Common Shares that may be issued pursuant
to all Incentive Stock Options granted under this Plan shall not exceed
4,500,000, subject to adjustment as provided in Section 7 hereof; provided,
however, that adjustments pursuant to Section 7 shall be limited to those that
will not adversely affect the status of options as Incentive Stock Options under
Section 422 of the Code.
(b) The aggregate number of Common Shares issued and issuable
pursuant to all Awards (including Incentive Stock Options) granted under this
Plan shall not exceed 4,500,000 subject to adjustment as provided in Section 7
hereof.
(c) For purposes of Section 4(b) hereof, the aggregate number of
Common Shares issued and issuable pursuant to all Awards granted under this Plan
shall at any time be deemed to be equal to the sum of the following:
(i) the number of Common Shares that were issued prior to such
time pursuant to Awards granted under this Plan, other than Common Shares
that were subsequently reacquired by the Company pursuant to the terms and
conditions of such Awards and with respect to which the holder thereof
received no benefits of ownership such as dividends; plus
(ii) the number of Common Shares that were otherwise issuable
prior to such time pursuant to Awards granted under this Plan, but that
were withheld by the Company as payment of the purchase price of the Common
Shares issued pursuant to such Awards or as payment of the recipient's tax
withholding obligation with respect to such issuance; plus
(iii) the maximum number of Common Shares issuable at or after
such time pursuant to Awards granted under this Plan prior to such time.
SECTION 5. DURATION OF PLAN. Awards shall not be granted under this Plan
after April 30, 2006. Although Common Shares may be issued after April 30, 2006
pursuant to Awards granted prior to such date, no Common Shares shall be issued
under this Plan after April 30, 2016.
<PAGE>
(a) This Plan shall be administered by a committee of the Board (the
"Committee") consisting of two or more directors, each of whom is a Non-Employee
Director (as defined in Rule 16b-3 promulgated under the Exchange Act, as such
Rule may be amended from time to time) and an "outside director" (within the
meaning of Code section 162(m)).
(b) Subject to the provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:
(i) adopt, amend and rescind rules and regulations relating to
this Plan;
(ii) determine which persons are Employees and to which of such
Employees, if any, Awards shall be granted hereunder;
(iii) grant Awards to Employees and determine the terms and
conditions thereof, including the number of Common Shares issuable pursuant
thereto;
(iv) determine whether, and the extent to which, adjustments are
required pursuant to Section 7 hereof; and
(v) interpret and construe this Plan and the terms and
conditions of all Awards granted hereunder.
SECTION 7. ADJUSTMENTS. If the outstanding securities of the class then
subject to this Plan are increased, decreased or exchanged for or converted into
cash, property or a different number or kind of securities, or if cash, property
or securities are distributed in respect of such outstanding securities, in
either case as a result of a reorganization, merger, consolidation,
recapitalization, restructuring, reclassification, dividend (other than a
regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split or the like, or if substantially all of the property and assets of
the Company are sold, then, unless the terms of such transaction or this Plan
shall provide otherwise, the Committee shall make appropriate and proportionate
adjustments in a) the number and type of shares or other securities or cash or
other property that may be acquired pursuant to Incentive Stock Options and
other Awards theretofore granted under this Plan, b) the maximum number and type
of shares or other securities that may be issued pursuant to Incentive Stock
Options and other Awards thereafter granted under this Plan as provided in
Section 4 hereof, and c) the maximum number of Common Shares for which options
may be granted during any one calendar year, as provided in Section 3(e) hereof.
Notwithstanding the foregoing, no such adjustment shall be made in connection
with a distribution of rights to purchase shares of the Company's common stock
if such distribution is being made pursuant to Section 6.9 of that certain Stock
Purchase Agreement dated as of December 8, 1995 between the Company and Airline
Investors Partnership, L.P.
SECTION 8. AMENDMENT AND TERMINATION OF PLAN. The Board may amend or
terminate this Plan at any time and in any manner, provided that no such
amendment or termination shall deprive the recipient of any Award theretofore
granted under this Plan, without the consent of such recipient, of any of his or
her rights thereunder or with respect thereto.
SECTION 9. EFFECTIVE DATE OF PLAN. This Plan shall be effective as of
May 1,1996, the date upon which it was approved by the Board; provided, however,
that no Common Shares may be issued under this Plan until it has been approved,
directly or indirectly, by the affirmative votes of the holders of a majority of
the outstanding voting securities of the Company at a meeting duly held in
accordance with the laws of the State of Hawaii.
