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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON April 20, 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)
1997 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
919 THIRD AVENUE
NEW YORK, NY 10022
Attention: ERIC L. COCHRAN, ESQ.
<TABLE>
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price per Aggregate Offering Registration
Share Price Fee(4)
<S> <C> <C> <C> <C>
Common stock, $1.00
par value 51,950.00 $51.90625(2) $ 2,696,529.69 $ 711.88
2,000.00 $48.28125(2) $96,562.50 $ 25.49
4,000.00 $40.15625(2) $160,625.00 $ 42.41
8,500.00 $40.62500(2) $345,312.50 $ 91.16
5,000.00 $37.90625(2) $189,531.25 $ 50.04
2,000.00 $33.78125(2) $67,562.50 $ 17.84
6,000.00 $27.59375(2) $165,562.50 $ 43.71
215,000.00 $27.59375(2) $5,932,656.25 $1,566.22
2,000.00 $26.03125(2) $52,062.50 $ 13.74
5,000.00 $26.87500(2) $134,375.00 $ 35.48
3,000.00 $27.84375(2) $83,531.25 $ 22.05
2,000.00 $27.06250(2) $54,125.00 $ 14.29
2,000.00 $27.21875(2) $54,437.50 $ 14.37
4,000.00 $25.21875(2) $100,875.00 $ 26.63
2,000.00 $23.71875(2) $47,437.50 $ 12.52
435,550.00 $25.31250(3) $11,024,859.38 $2,910.56
---------- -------------- ---------
Total 750,000.00 $21,206,045.31 $5,598.40
========== ============== =========
(1) We are registering 750,000 shares pursuant to the 1997 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 1997 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 April 14, 2000.
(4) The registration fee has been calculated pursuant to Section 6(b) of the Securities Act as follows: 0.0264% of
$21,206,045.31, 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 1997 Stock Incentive
Plan of US Airways Group, Inc., filed on August 21, 1998,
Registration No. 333-62029.
On September 13, 1999, the Human Resources Committee of
the Board of Directors of US Airways Group, Inc., pursuant
to authority granted under Section 13 of the 1997 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 750,000 shares of common stock to 1,500,000 shares of
common stock.
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 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
and April 19, 2000; and
(c) 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.
Item 8. Exhibits
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Exhibit
Number Exhibit
- ---------- -------
4.1 1997 Stock Incentive Plan of US Airways
Group, Inc. (incorporated by reference
from Exhibit 10.9 to the Company's
Quarterly Report on Form 10-Q filed
March 19, 1998)
4.2 Resolutions of the Human Resources
Committee, dated September 13, 1999,
amending the 1997 Stock Incentive Plan of
US Airways Group, Inc.
4.3 First Amendment to the 1997 Stock
Incentive Plan of US Airways Group, Inc.
(incorporated by reference from Exhibit
10.15 to the Company's Annual Report
on Form 10-K filed March 15, 2000)
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.
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)
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 20th day of April, 2000.
US AIRWAYS GROUP, INC.
By: /s/ Lawrence M. Nagin
---------------------
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
- -------------- ----- ----
/s/ Rakesh Gangwal President, April 20, 2000
- ---------------------------- Chief Executive Officer,Director
Rakesh Gangwal
/s/ Thomas A. Mutryn Senior Vice President -Finance, April 20, 2000
- ---------------------------- Chief Financial Officer
Thomas A. Mutryn
/s/ Anita P. Beier Vice President and Controller, April 20, 2000
- ---------------------------- Chief Accounting Officer
Anita P. Beier
/s/ Mathias J. DeVito Director March 15, 2000
- ----------------------------
Mathias J. DeVito
/s/ Peter M. George Director March 15, 2000
- ----------------------------
Peter M. George
/s/ Robert L. Johnson Director March 15, 2000
- ----------------------------
Robert L. Johnson
/s/ Robert LeBuhn Director March 15, 2000
- ----------------------------
Robert LeBuhn
/s/ John G. Medlin, Jr. Director March 15, 2000
- ----------------------------
John G. Medlin, Jr.
/s/ Hanne M. Merriman Director March 15, 2000
- ----------------------------
Hanne M. Merriman
/s/ Thomas H. O'Brien Director March 15, 2000
- ----------------------------
Thomas O'Brien
/s/ Hilda Ochoa-Brillembourg Director March 15, 2000
- ----------------------------
Hilda Ochoa-Brillembourg
/s/ Richard B. Priory Director March 15, 2000
- ----------------------------
Richard B. Priory
/s/ Raymond W. Smith Director March 15, 2000
- ----------------------------
Raymond W. Smith
6
/s/ Stephen M. Wolf Director March 15, 2000
- ----------------------------
Stephen M. Wolf
7
EXHIBIT INDEX
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Exhibit
Number
(Referenced to
Item 601(b) of
Regulation S-K) Exhibit
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4.1 1997 Stock Incentive Plan of US Airways Group, Inc. (incorporated
byreference from Exhibit 10.9 to the Company's Quarterly Report on
Form 10-Q filed March 19, 1998)
4.2 Resolutions of the Human Resources Committee, dated September 13,
1999, amending the 1997 Stock Incentive Plan of US Airways Group, Inc.
4.3 First Amendment to the 1997 Stock Incentive Plan of US Airways Group,
Inc.(incorporated by reference from Exhibit 10.15 to the Company's
Annual Report on Form 10-K filed March 15, 2000)
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.
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)
8
EXHIBIT 4.2
HUMAN RESOURCES COMMITTEE
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1997 STOCK INCENTIVE PLAN -
INCREASE IN NUMBER OF AUTHORIZED SHARES
RESOLVED, that, pursuant to the authority granted to
the Human Resources Committee of the Board of Directors of US
Airways Group, Inc. (the "Committee") in Section 13 of the
1997 Stock Incentive Plan of US Airways Group, Inc. (the
"Plan"), the Committee hereby approves an amendment to Section
3 of the Plan to increase the number of shares of the
Corporation's common stock that may be issued pursuant to
stock options and restricted stock awards under the Plan from
750,000 shares of common stock to 1,500,000 shares of common
stock.
FURTHER RESOLVED, that the appropriate officers of the
Corporation be, and each of them hereby is, authorized to do,
or cause to be done all such acts and things and to execute
all amendments, agreements, documents, letters, certificates
and other instruments as they or counsel for the Corporation
deem necessary or advisable to carry out the full intent and
purposes of the foregoing resolution.
9
EXHIBIT 5.1
April 20, 2000
US Airways Group, Inc.
2345 Crystal Drive
Arlington, Virginia 22227
Re: US Airways Group, Inc.
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as special counsel to US Airways Group, Inc., a
Delaware corporation (the "Company"), in connection with the registration of
shares of the Company's common stock, par value $1.00 per share ("Common
Stock"), issuable pursuant to the 1997 Stock Incentive Plan of US Airways Group,
Inc., as amended on September 13, 1999 (the " Plan"). The Plan provides for the
discretionary grant of shares of common stock subject to restrictions
("Restricted Stock") and stock options ("Options") to any individual in
contemplation of becoming a key employee, and current key employees who are not
officers, of US Airways, Inc. or any of its subsidiaries with respect to an
aggregate of 1,500,000 shares of Common Stock.
This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-8 (File No. 333-62029) as filed with the
Securities and Exchange Commission (the "Commission") on August 21, 1998 under
the Act; (ii) the Registration Statement on Form S-8 as filed with the
Securities and Exchange Commission (the "Commission") on the date hereof under
the Act (the "Registration Statement"); (iii) a specimen certificate
representing the Common Stock; (iv) the Restated Certificate of Incorporation,
as amended, of the Company, as presently in effect; (v) the By-Laws of the
Company, as presently in effect; (vi) the Plan; (vii) certain resolutions of the
Board of Directors of the
US Airways Group, Inc.
April 20, 2000
Page 2
Company relating to the Plan and related matters; and (viii) certain
resolutions of the Human Resources Committee of the Board of Directors of the
Company relating to the Plan and related matters. We have also examined
originals or copies, certified or otherwise identified to our satisfaction, of
such records of the Company and such agreements, certificates of public
officials, certificates of officers or other representatives of the Company and
others, and such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Company and others. We have assumed that the certificates representing the
Common Stock will be manually signed by an authorized officer of the transfer
agent and registrar for the Common Stock and registered by such transfer agent
and registrar and will conform to the specimen thereof examined by us. We have
also assumed that each award agreement setting forth the terms of each grant of
options or other awards under the Plan will be consistent with the Plan, and
will be duly authorized and validly executed and delivered by the parties
thereto, and that the consideration received by the Company for the Common Stock
delivered pursuant to the Plan will be in an amount at least equal to the par
value of such Common Stock.
Members of our firm are admitted to the bar in the State of Delaware,
and we do not express any opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that,
with respect to the Plan, the shares of Common Stock have been duly authorized
for issuance by the Company and, when such Restricted Stock is issued, or Common
Stock is issued
US Airways Group, Inc.
April 20, 2000
Page 3
upon exercise of Options granted, under the terms and conditions of the Plan,
such shares of Common Stock will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
US Airways Group, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of US Airways Group, Inc. of our report dated March 10, 2000 except as
to Note 15, which is as of March 15, 2000, relating to the consolidated balance
sheets of US Airways Group, Inc. and subsidiaries (the "Company") as of December
31, 1999 and 1998, and the related consolidated statements of operations,
stockholders' equity (deficit), and cash flows for each of the years in the
three year period ended December 31, 1999, which report appears in the December
31, 1999 annual report on Form 10-K of US Airways Group, Inc.
KPMG LLP
McLean, Virginia
April 20, 2000
