AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
August 22, 2000. Registration No. 333-
-----------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
US AIRWAYS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1194634
(State of incorporation) (IRS Employer Identification No.)
2345 CRYSTAL DRIVE
ARLINGTON, VIRGINIA 22227
(Address of principal executive offices, including Zip Code)
1996 Stock Incentive Plan of US Airways Group, Inc.
(Full title of the Plans)
LAWRENCE M. NAGIN, ESQ.
Executive Vice President - Corporate Affairs and General Counsel
2345 CRYSTAL DRIVE
ARLINGTON, VIRGINIA 22227
(703) 872-7000
(Name, address and telephone number, including area code, of agent
for service)
COPIES TO:
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NY 10036
-------------------------------------------------------------------
Attention: ERIC L. COCHRAN, ESQ.
<TABLE>
----------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Aggregate Offering Registration
per Share Price Fee
<S> <C> <C> <C> <C>
Common stock, $1.00 10,000.00 $ 19.06250(2) $ 190,625.00 $ 50.33
par value 15,000.00 $ 19.40625(2) $ 291,093.75 $ 76.85
19,670.00 $ 20.84375(2) $ 409,996.56 $ 108.24
147,000.00 $ 26.81250(2) $ 3,941,437.50 $ 1,040.54
4,500.00 $ 39.37500(2) $ 177,187.50 $ 46.78
2,803,830.00 $ 36.34375(3) $ 101,901,696.56 $ 26,902.05
Total 3,000,000.00 $ 106,912,036.87 $ 28,224.79(4)
----------------------------------------------------------------------------------------------------
(1) We are registering 3,000,000 shares pursuant to the 1996 Stock Incentive Plan of US Airways
Group, Inc. Pursuant to Rule 416(c) under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement shall also cover any additional shares of
common stock which become issuable pursuant to the antidilution provisions of the 1996 Stock
Incentive Plan of US Airways Group, Inc.
(2) Computed pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended
(the "Securities Act").
(3) Estimated pursuant to Rule 457(c) and (h) under the Securities Act on the basis of the high
and low selling prices per share of the Common Stock on the New York Stock Exchange as of
August 18, 2000.
(4) The registration fee has been calculated pursuant to Section 6(b) of the Securities Act as
follows: 0.0264% of $106,912,036.87, the Proposed Maximum Aggregate Offering Price of the
shares of common stock registered hereby.
</TABLE>
Explanatory Note
----------------
As permitted by General Instruction E to Form S-8, this
Registration Statement incorporates by reference the
information contained in the earlier registration statement
relating to, among other plans, the 1996 Stock Incentive
Plan of US Airways Group, Inc., filed on August 21, 1998,
Registration No. 333-62029.
On March 9, 2000, the Human Resources Committee of the
Board of Directors of US Airways Group, Inc., pursuant to
authority granted under Section 13 of the 1996 Stock
Incentive Plan of US Airways Group, Inc., amended Section 3
of the plan to increase the number of shares of common stock
of US Airways Group, Inc. that may be issued pursuant to
stock options and restricted stock awarded under the plan
from 5,100,000 shares of common stock to 8,100,000 shares of
common stock. The stockholders approved the increase in the
number of shares of common stock that may be issued under
the plan at the 2000 annual meeting of stockholders of
US Airways Group, Inc.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The Securities and Exchange Commission (the "SEC")
allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important
information to you by referring you to those documents. The
information incorporated by reference is an important part
of this registration statement, and information that we file
later with the SEC will automatically update and supersede
this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14, and 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), until
such time as this registration statement is no longer in
effect.
(a) Our Annual Report on Form 10-K for the fiscal
year ended December 31, 1999;
(b) Our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 filed on May 11, 2000 and
June 30, 2000 filed on August 11, 2000;
(c) Our Current Reports on Form 8-K filed on January
13, 2000, January 19, 2000, February 11, 2000,
February 24, 2000, February 29, 2000, March 15,
2000, March 24, 2000, April 11, 2000, April 19,
2000, May 2, 2000, May 9, 2000, May 25, 2000, May
30, 2000, June 20, 2000, July 11, 2000, July 19,
2000, July 26, 2000, August 10, 2000 and August
17, 2000;
(d) The description of our common stock contained in
our Registration Statement No. 33-50231 on
Form S-3 filed with the SEC on September 13, 1993,
as amended on September 28, 1993.
3
Item 8. Exhibits
--------
Exhibit
Number Exhibit
------ -------
4.1 1996 Stock Incentive Plan of US Airways
Group, Inc. (incorporated by reference
from Exhibit 10.5 to the Company's
Quarterly Report on Form 10-Q for the
period ended June 30, 2000)
4.2 Resolutions of the Human Resources
Committee, dated March 9, 2000, amending
the 1996 Stock Incentive Plan of US
Airways Group, Inc.
5.1 Opinion of Skadden, Arps, Slate, Meagher &
Flom LLP
23.1 Consent of KPMG LLP, independent public
accountants, with respect to the
consolidated financial statements of US
Airways Group, Inc. and US Airways, Inc.
23.2 Consent of Skadden, Arps, Slate, Meagher &
Flom LLP (included in the Opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (included on the
signature page)
4
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 County of Arlington, Commonwealth of
Virginia on this 22nd day of August, 2000.
US AIRWAYS GROUP, INC.
By:
-------------------------------
Lawrence M. Nagin
Executive Vice President -
Corporate Affairs and General
Counsel
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of US
Airways Group, Inc., hereby severally constitute and appoint
Lawrence M. Nagin and Thomas A. Mutryn, and each of them
singly, our true and lawful attorneys, with full power to
them and each of them singly, to sign for us in our names in
the capacities indicated below, all pre-effective and post-
effective amendments to this registration statement, and
generally to do all things in our names and on our behalf in
such capacities to enable US Airways Group, Inc. to comply
with the provisions of the Securities Act, and all
requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act this
registration statement has been signed below by the
following persons in the capacities and on the dates
indicated.
Name/Signature Title Date
-------------- ----- ----
----------------- President, August , 2000
Rakesh Gangwal Chief Executive -----
Officer, Director
----------------- Senior Vice August , 2000
Thomas A. Mutryn President- Finance -----
Chief Financial
Officer
----------------- Vice President August , 2000
Anita P. Beier and Controller, -----
Chief Accounting
Officer
----------------- Director May , 2000
Mathias J. DeVito ------
----------------- Director May , 2000
Peter M. George ------
----------------- Director May , 2000
Robert L. Johnson ------
----------------- Director May , 2000
Robert LeBuhn ------
----------------- Director May , 2000
John G. Medlin, Jr. ------
----------------- Director May , 2000
Hanne M. Merriman ------
----------------- Director May , 2000
Thomas O'Brien ------
----------------- Director May , 2000
Hilda Ochoa- ------
Brillembourg
----------------- Director May , 2000
Richard B. Priory ------
----------------- Director May , 2000
Raymond W. Smith ------
----------------- Director May , 2000
Stephen M. Wolf ------
EXHIBIT INDEX
-------------
Exhibit
Number
(Referenced to
Item 601(b) of
Regulation S-K) Exhibit
--------------- -------
4.1 1996 Stock Incentive Plan of US Airways Group,
Inc. (incorporated by reference from Exhibit 10.5
to the Company's Quarterly Report on Form 10-Q for
the period ended June 30, 2000)
4.2 Resolutions of the Human Resources Committee,
dated March 9, 2000, amending the 1996 Stock
Incentive Plan of US Airways Group, Inc.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom
LLP
23.1 Consent of KPMG LLP, independent public
accountants, with respect to the consolidated
financial statements of US Airways Group, Inc. and
US Airways, Inc.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom
LLP (included in the Opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page)
