<PAGE> 1
As filed with the Securities and Exchange Commission on January 3, 1997
Registration No. 333-09395
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MESA AIR GROUP, INC.
(Exact name of Registrant as specified in charter)
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Nevada 85-0302351
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(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
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3753 Howard Hughes Parkway, Suite 200
Las Vegas, Nevada 89109
(Address of Principal Executive Office)
MESA AIRLINES, INC. OUTSIDE DIRECTORS' STOCK OPTION PLAN
AND
MESA AIRLINES, INC. ADDITIONAL OUTSIDE DIRECTORS'
STOCK OPTION PLAN
(Full title of plan)
Gary E. Risley, Esq. COPIES TO:
Vice President of Legal Affairs and Secretary Paul R. Madden, Esq.
MESA AIR GROUP, INC. CHAPMAN AND CUTLER
2325 East 30th Street Two North Central, Suite 1100
Farmington, New Mexico 87401 Phoenix, Arizona 85004
(505) 327-0271 (602) 256-4060
(Name, address and telephone number of agent for service)
<PAGE> 2
PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
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<PAGE> 3
EXPLANATORY NOTE
The Prospectus filed as a part of this Post Effective Amendment No. 1
to Registration Statement has been prepared in accordance with the requirements
of Form S-3 and may be used for reofferings of Common Stock of Mesa Air Group,
Inc. acquired in the future by the persons named therein pursuant to the
exercise of options issued under the Mesa Airlines, Inc. Outside Directors'
Stock Option Plan, as amended, and the Mesa Airlines, Inc. Additional Outside
Directors' Stock Option Plan.
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<PAGE> 4
MESA AIR GROUP, INC.
136,000 SHARES OF COMMON STOCK
This Prospectus relates to the offer by the securityholders named
herein under the caption "Selling Securityholders" (collectively, the "Selling
Securityholders") for sale to the public from time to time of 136,000 shares
(the "Shares") of no par value common stock (the "Common Stock") of Mesa Air
Group, Inc. (the "Company") issuable upon the exercise of certain outstanding
options (the "Options") granted pursuant to the Mesa Airlines, Inc. Outside
Directors Stock Option Plan, as amended, and the Mesa Airlines, Inc. Additional
Outside Directors' Stock Option Plan (collectively, the "Plans"). The Company
will not receive any proceeds from the sale of the Shares.
The Common Stock is quoted on the NASDAQ National Market under the
symbol "MESA." The closing price of the Common Stock reported on the NASDAQ
National Market on December 31, 1996, was $6.75.
The Selling Securityholders have advised the Company that they may
sell, directly or through brokers, all or a portion of the securities offered
hereby in negotiated transactions or in one or more transactions in the market
at the price prevailing at the time of sale. In connection with such sales, the
Selling Securityholders and any participating broker may be deemed to be
"underwriters" of the Common Stock within the meaning of the Securities Act of
1933, as amended. It is anticipated that usual and customary brokerage fees will
be paid by the Selling Securityholders in all open market transactions. The
Company will pay substantially all other expenses of this offering. See "Plan of
Distribution."
The Company has informed the Selling Securityholders that the
anti-manipulation provisions of Rules 10b-6 and 10b-7 under the Securities
Exchange Act of 1934 may apply to their sales of the Shares and has furnished
each of the Selling Securityholders with a copy of these rules, as well as a
copy of certain interpretations thereof by the Securities and Exchange
Commission. The Company has also advised the Selling Securityholders of the
requirement for delivery of this Prospectus in connection with any sale of the
Shares.
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY
INVOLVES A HIGH DEGREE OF RISK. SEE 'RISK FACTORS," PAGE 4.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 3, 1997
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy or information statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington D.C. 20549, as well as at the following regional offices: Seven World
Trade Center, New York, New York 10048, and 500 W. Madison Street, Suite 1400,
Chicago, Illinois 60621-2511. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. The Company is an electronic filer.
The Commission maintains a web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of the Commission web site is:
http://www.sec.gov.
Additional information regarding the Company and the securities offered
hereby is contained in the Registration Statement of which this Prospectus is a
part, and the exhibits thereto, filed with the commission under the Securities
Act of 1933, as amended (the "Securities Act"). For further information
pertaining to the Company and the securities offered hereby, reference is made
to the Registration Statement and the exhibits thereto, which may be inspected
without charge at, and copies thereof may be obtained at prescribed rates from,
the office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Statements contained herein concerning the provisions of any document are not
necessarily complete and in each instance reference is made to the copy of the
document filed as an exhibit or schedule to the Registration Statement. Each
such statement is qualified in its entirety by reference to the copy of the
applicable documents filed with the Commission.
The Common Stock of the Company is quoted on the National Market System
under the NASDAQ symbol MESA. The Company files reports, proxy or information
statements and other information with NASDAQ.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under
the Exchange Act are incorporated in this Prospectus by reference: (a) the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1996; (b) all other reports filed with the Commission pursuant to Sections 13
and 15(d) of the Exchange Act since September 30, 1996; and (c) the description
of the Company's Common Stock set forth in the Company's Registration Statement
on Form 8-A filed on March 16, 1987 with the Commission under the Exchange Act,
including any amendment or report subsequently filed by the Company for the
purpose of updating that description.
<PAGE> 6
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the securities offered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
of this Prospectus from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus 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, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated by referenced (other than
exhibits to such documents that are not specifically incorporated by reference
in such documents). Written requests for such copies should be directed to Gary
E. Risley, Vice President of Legal Affairs and Secretary, Mesa Air Group, Inc.,
2325 East 30th Street, Farmington, New Mexico 87401. Telephone requests may be
directed to Mr. Risley at (505) 327-0271.
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PROSPECTUS SUMMARY
The information set forth in this summary is qualified by the
information appearing elsewhere or incorporated by reference in this Prospectus.
Prospective investors should consider certain factors carefully before
purchasing the Common Stock offered hereby. See "Risk Factors."
THE COMPANY
Mesa Air Group, Inc., including its wholly owned subsidiaries
(collectively, "Mesa" or the "Company"), is the largest independently owned
regional airline group in the world (based upon passenger enplanements), serving
164 cities in 30 states, and the District of Columbia. Mesa has a fleet of 175
aircraft with approximately 1,900 daily departures. The Company operates a
regional airline utilizing a low-cost hub-and-spoke system under code-sharing
agreements with United Airlines ("United"), USAir, Inc. ("USAir") and America
West Airlines ("America West").
The Company's business strategy is to achieve sustained, profitable
growth by utilizing its low cost structure and focused operating strategies to
service routes not generally served by major air carriers. Mesa implements its
strategy by carefully evaluating market demand on the routes it serves and
utilizes its fleet of aircraft to meet that demand. In addition, Mesa is able to
expand the markets its serves under existing code-sharing agreements with
certain of the major air carriers to benefit from the name recognition,
reservation systems and marketing and promotional efforts of these carriers.
Mesa also controls operating expenses by utilizing a fleet of new and efficient
aircraft and by performing most maintenance and overhaul work at its own
facilities. By managing its fares and flight schedules to maximize yields and by
developing new markets, Mesa seeks to maximize gross revenues.
THE OFFERING
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Common Stock offered ................................ 136,000 shares (1)
Common Stock to be outstanding after the offering ... 28,394,048 shares (2)
Use of Proceeds ..................................... The Company will not receive any
proceeds from the sale of the Shares
offered hereby.
NASDAQ/NMS symbol ................................... MESA
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(1) Represents Shares of Common Stock issuable upon exercise of the Options
heretofore granted to the Selling Securityholders pursuant to the Plans.
(2) Assumes the issuance of the 136,000 Shares, but does not include the
issuance by the Company of an additional 124,000 reserved for issuance under the
Plans and 4,006,754 Shares were reserved on December 31, 1996, for issuance
pursuant to other Company stock option plans. As of December 31, 1996, options
to purchase 3,165,212 Shares were outstanding under other Company stock option
plans (of which 1,601,404 were exercisable on December 31, 1996) and 841,542
Shares of which are available for future grant.
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<PAGE> 8
RISK FACTORS
DEPENDENCE ON KEY PERSONNEL
The Company's ability to achieve improved operating efficiencies, to
develop new markets and to make acquisitions is substantially dependent upon the
continued services of Larry L. Risley, its Chairman, and Chief Executive
Officer, and certain other key employees. If the services of Mr. Risley or such
employees were not available to the Company, the Company's results of operations
could be adversely affected. In addition, the Company's continued growth depends
on its ability to attract and retain skilled operating managers and employees
and the ability of its key personnel to negotiate acquisitions successfully,
manage the Company's growth and consolidate its operations.
COMPETITION
The airline industry is highly competitive and volatile. Airlines
compete in the areas of pricing, scheduling (frequency and timing of flights),
on-time performance, type of equipment, cabin configuration, amenities provided
to passengers, frequent flyer plans, travel agents' commissions and the
automation of travel agents' reservation systems. Further, because of the
Deregulation Act, airlines are currently free to set prices and establish new
routes without the necessity of seeking governmental approval. At the same time,
deregulation has allowed airlines to abandon unprofitable routes where the
affected communities will not be left without air service.
The Company believes that the Deregulation Act facilitated the
Company's entry into scheduled air service markets and will allow it to compete
on the basis of service and fares. The Deregulation Act, however, makes possible
the entry of other competitors which have substantial financial resources and
experience, creating the potential for intense competition among regional air
carriers in the Company's markets.
The Company believes its code-sharing agreements provide a significant
competitive advantage in hub airports where its major partner has a predominant
share of the market. The ability to control connecting passenger traffic by
offering a superior service makes it very difficult for other regional airlines
to compete at such hubs. In addition to the enhanced competitive edge offered by
the code-sharing agreements, the Company compete with other airlines through
offering frequent flights, flexible schedules, adjustable fares, and low
aircraft operating cost.
CODE SHARING
The Company currently operates under code sharing agreements with
United Airlines ("United"), USAir, Inc. ("USAir") and America West Airlines
("America West"). In excess of 95% of the Company's consolidated revenues are
generated from operations conducted pursuant to code-sharing agreements with
United, USAir and America West. These code-sharing agreements require the
Company to comply with detailed operating standards
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and restrict the ability of the Company to dispose of operations covered by the
code share arrangements without the consent of the major carrier or without
first offering the major carrier the option to acquire the operation. The
code-sharing agreements also contain restrictions on entering into similar
arrangements with other carriers and do not prohibit the major carrier from
competing on routes served by the Company. The code-sharing agreements provide
for terms of nine to 10 years with respect to America West and USAir and five to
10 years with respect to United. Although the provisions of the code-sharing
agreements vary, generally the agreements are subject to termination upon
failure by the Company to provide fixed levels of service or upon other events
of default or, in certain cases, upon notice or other nonoperating events. The
termination or failure to renew any of these arrangements, or a substantial
decrease in the number of routes served by the major carrier under any of these
arrangements, would have a material adverse effect on the Company's business. In
addition, as a result of these code-sharing arrangements, the Company's
businesses are sensitive to events and risks affecting United and USAir and to a
lesser extent, America West. If adverse events affect these carriers'
businesses, the number of passengers carried by the Company connecting with
these airlines will be adversely affected.
DEREGULATION AND ECONOMIC CONDITIONS
The domestic airline industry has undergone major structural changes
since the enactment of the Airline Deregulation Act of 1978 (the "Deregulation
Act") in the latter part of 1978. Since that time, there has been substantial
consolidation and integration of both major and regional carriers, including the
acquisition or association of most regional carriers by or with major carriers.
Deregulation makes possible the rapid entry of other competitors in the
Company's markets and competitors are able to quickly adjust fares to improve
their competitive position. The Company encounters competition on certain routes
from national carriers and from other regional air carriers. There can be no
assurance that other carriers, including in certain cases its code-sharing
partners, will not institute competing services on the Company's routes.
ASPECTS OF OPERATING LEVERAGE
As is characteristic of the airline industry, the Company is subject to
a high degree of operating leverage which could have an adverse impact on the
Company's operations. The revenues generated from a particular flight vary
directly with the number of passengers carried, but since fixed costs comprise a
high proportion of the costs of each flight, the expenses of each flight do not
vary proportionately with the number of passengers carried. Accordingly, a
decrease in the number of passengers carried which is not offset by higher fares
may result in a disproportionately greater decrease in profits.
FUEL COSTS
One of the Company's largest cost components is fuel. Standard industry
contracts do not generally provide protection against fuel price increases or
insure availability of supply.
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The Company's ability to pass on increased fuel costs through fare increases may
be limited by economic and competitive conditions. Further, even if increased
fuel costs would be generally recoverable through fare increases, profitability
would likely suffer temporarily because of the time lag that may occur in
passing costs along. Accordingly, the availability and price of fuel could have
a material adverse effect on the results of operations of the Company. There can
be no assurance that fuel costs will remain at their current levels or that
supplies will remain plentiful.
USE OF PROCEEDS
Although the Company will receive proceeds upon the exercise of the
Options, the Company will not receive any of the proceeds from the sale of the
Shares offered hereby by the Selling Securityholders.
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Common Stock is traded on the NASDAQ/NMS under the symbol "MESA."
The following table sets forth, for the indicated periods, the high and low sale
prices for the Common Stock as reported by the NASDAQ/NMS.
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HIGH LOW
---- ---
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FISCAL 1994
Quarter ended December 31, 1993 ............. $ 22.25 $ 15.25
Quarter ended March 31, 1994 ................ $ 23.00 $ 15.75
Quarter ended June 30, 1994 ................. $ 20.25 $ 7.50
Quarter ended September 30, 1994 ............ $ 11.00 $ 6.38
FISCAL 1995
Quarter ended December 31, 1994 ............. $ 9.50 $ 6.00
Quarter ended March 31, 1995 ................ $ 9.50 $ 5.75
Quarter ended June 30, 1995 ................. $ 9.75 $ 4.88
Quarter ended September 30, 1995 ............ $ 12.00 $ 9.00
FISCAL 1996
Quarter ended December 31, 1995 ............. $ 10.75 $ 8.00
Quarter ended March 31, 1996 ................ $ 13.25 $ 7.75
Quarter ended June 30, 1996 ................. $ 13.88 $ 10.38
Quarter ended September 30, 1996 ............ $ 12.13 $ 8.44
</TABLE>
As of December 6, 1996, the Company had 1,387 shareholders of record.
Holders of the Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors of the Company. To date, the Company has
neither declared nor paid any cash dividends on its Common Stock, nor does the
Company anticipate that cash dividends will be
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paid in the foreseeable future. The Company intends to apply any earnings to the
expansion and development of its business.
SELLING SECURITYHOLDERS
The following table lists the Selling Securityholders, the number of shares of
Common Stock held by each such Selling Securityholder as of the commencement
date of this offering, the number of Shares included in the offering and the
shares of Common Stock held by each such Selling Securityholder after the
offering. The Shares included in the Prospectus are issuable to the Selling
Securityholders in connection with their exercise of the Options.
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Shares of Common Ownership
Stock Included in Before the After the
Name Prospectus(1) Offering(2) Offering(3)
- ---- ------------------ ------------------ ---------------)
<S> <C> <C> <C>
Jack Braly, 19,000 19,000 -0-
Director
Blaine M. Jones 19,000 25,464 6,464
Director
George W. Pennington, 49,000 95,124 46,124
Director
Richard C. Poe, 49,000 287,496 238,496
Director
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(1) Represents Shares that are included in this Prospectus and issuable upon
exercise of the Options.
(2) Consists of all Shares owned by the Selling Securityholders on December 15,
1996, plus the additional Shares that are included in this Prospectus and are
issuable upon the exercise of the Options.
(3) Assumes the sale of the additional Shares issuable upon the exercise of the
Options.
PLAN OF DISTRIBUTION
The Selling Securityholders may sell the Shares in negotiated
transactions or in one or more transactions in the over-the-counter market at
the price prevailing at the time of sale. In connection with such sales, the
Selling Securityholders and any participating broker may be deemed to be
"underwriters" of the shares within the meaning of the Securities Act, although
the offering of these securities will not be underwritten by a broker-dealer
firm. Sales in the over-the-counter market may be made to broker-dealers making
a market in the Common Stock or other broker-dealers, and such broker-dealers,
upon their resale of such securities, may be deemed to be Selling
Securityholders in this offering.
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At the time a particular offer of the Shares is made by or on behalf of
any of the Selling Securityholders, to the extent such offer constitutes a
distribution under the Securities Act, a supplement to this Prospectus will be
distributed which will set forth the number of securities being offered by such
Selling Securityholders and the terms of such offering, including the name or
names and addresses of any underwriters, dealers or agent, the purchase price
paid by any underwriter for securities purchased from the Selling Securityholder
and any discounts, commissions or concessions allowed or reallowed or paid to
dealers, and the proposed selling price to the public. Although the Company will
receive proceeds upon the exercise of the Options, the Company will not receive
any of the proceeds from the sale of the Shares offered hereby. The Company will
bear all costs and expenses of the registration under the Securities Act and
certain state securities laws of the Shares, other than fees of counsel (if any)
for the Selling Securityholders and any discounts or commissions payable with
respect to sales of such securities.
The Company has informed the Selling Securityholders that the
anti-manipulation provisions of Rules 10b-6 and 10b-7 under the Exchange Act may
apply to their sales of the Shares and has furnished each of the selling
Securityholders with a copy of these rules, as well as a copy of certain
interpretations thereof by the Commission. The Company also has advised the
Selling Securityholders of the requirement for delivery of this Prospectus in
connection with any sale of the Shares.
LEGAL MATTERS
The validity of the securities offered hereby has been passed upon by
Chapman and Cutler, Phoenix, Arizona.
EXPERTS
The consolidated financial statements of the Company appearing in Mesa
Air Group Inc's Annual Report (Form 10-K) for the year ended September 30, 1996,
have been incorporated by reference herein and in the Registration Statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of such
firm as experts in accounting and auditing.
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No dealer, salesman or other person has been authorized to give any
information or make any representation, other than those contained in this
Prospectus, in connection with the offering hereby, and, if given or made, such
information and representations must not be relied upon as having been
authorized by the Company or the Selling Securityholders. This Prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy, any
securities to any person in any State or other jurisdiction in which such offer
or solicitation is unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company or the facts herein set
forth since the date hereof.
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Page
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Available Information ................................................ 1
Incorporation of Certain
Documents by Reference ............................................ 1
Prospectus Summary ................................................... 3
Risk Factors ......................................................... 4
Use of Proceeds ...................................................... 6
Price Range of Common Stock
and Dividend Policy ............................................... 6
Selling Securityholders .............................................. 7
Plan of Distribution ................................................. 7
Legal Matters ........................................................ 8
Experts .............................................................. 8
</TABLE>
136,000 Shares
MESA AIR GROUP,
INC.
Common Stock
PROSPECTUS
January 3, 1997
<PAGE> 14
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE
The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K, File Number
000-15495, filed on December 26, 1996, which contains audited financial
statements for the Registrant's latest fiscal year ended September 30,
1996; and
(b) The description of the Company's Common Stock contained in
Form 8A filed on March 16, 1987.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which registers all securities
then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be part hereof from the date of
filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Corporation Code of the Nevada Revised Statutes
provides that a director or officer may, and under the circumstance that the
director or officer has been successful on the merits, must be indemnified
against expenses, including attorneys' fees, actually and reasonably incurred in
connection with the defense.
Article Eighth of the Registrant's Articles of Incorporation provides:
"The Corporation may, to the fullest extent permitted by the provisions
of Section 78.751 of the Corporation Code of the Nevada Revised
Statutes as the same may be amended and supplemented, indemnify all
persons whom it shall have power to indemnify under such section from
and against any and all of the expenses, liabilities or other matters
referred to in or covered by such section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights
to which those indemnified may be entitled under any Bylaw,
<PAGE> 15
agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and 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 heirs, executors and
administrators of such a person. The Corporation may pay or otherwise
advance all expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding as such expenses are
incurred and in advance of the final disposition of the action, suit or
proceeding, provided that the indemnified officer or director
undertakes to repay the amounts so advanced if a court of competent
jurisdiction ultimately determines that such officer or director is not
entitled to be indemnified by the Corporation. Nothing herein shall be
construed to affect any rights to advancement of expenses to which
personnel other than officers or directors of the Corporation may be
entitled under any contract or otherwise by law."
Article VI of the Registrant's Bylaws provides:
"6.1 Indemnification. The corporation shall have the authority
to indemnify and advance expenses to such persons and in such manner as
set forth in the Articles of Incorporation."
"6.2 Insurance. The Board of Directors may cause the
corporation to purchase and maintain insurance on behalf of any person
who is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership, joint
venture, trust or other enterprise against any liability asserted
against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to
indemnify such person."
"6.3 Right to Amend Indemnification Provisions. The Board of
Directors may from time to time adopt further Bylaws with respect to
indemnification and may amend these and such Bylaws to the full extent
permitted by the General Corporation Law of the State of Nevada."
Prior to its merger on September 27, 1996, into Mesa Holdings, Inc., a
Nevada corporation (now named Mesa Air Group, Inc.), the Registrant entered into
Indemnification Agreements with each of its Directors and certain of its
Officers which provide that New Mexico law applies to their interpretation
without regard to conflicts of laws principles. Therefore, the indemnification
rights of officers and directors subject to these Agreements did not change upon
consummation of the merger of Mesa Air Group, Inc., a New Mexico corporation,
into Mesa Holdings, Inc., a Nevada corporation, regardless of whether a
proceeding is pending, threatened, or brought in the future. Presently, the
Registrant does not have any plans to amend the existing Indemnification
Agreements to apply to Nevada law, but may do so in the future.
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<PAGE> 16
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers, or persons
controlling the Registrant pursuant to any of the foregoing provisions, the
Registrant has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
23.1 Consent of Chapman and Cutler
23.2 Consent of KPMG Peat Marwick LLP
ITEM 9. UNDERTAKINGS
The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or for the most recent post-effective amendment thereof)
which, individually, or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above 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 of 1934 that are incorporated by reference in this
Registration Statement.
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<PAGE> 17
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment of any of the securities being registered which remain unsold
at the termination of the offering.
The Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1933 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1933) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers, or persons
controlling the Registrant pursuant to any of the foregoing provisions, the
Registrant has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, 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, in connection with the securities registered) is asserted
against the Registrant by such director, officer or controlling person, in
connection with the securities registered hereby, 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 Act and will
be governed by the final adjudication of such issue.
-4-
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post Effective Amendment No. 1 to S-8
Registration Statement No. 333-09395 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Farmington, State of
New Mexico, on January 2, 1997.
MESA AIR GROUP, INC.
By: /s/ Larry L. Risley
-------------------------------------
Larry L. Risley, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 this Post Effective
Amendment No. 1 to S-8 Registration Statement No. 333-09395 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/ Larry L. Risley
- ------------------------
Larry L. Risley Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer) January 2, 1997
/s/ Clark Stevens
- ------------------------
Clark Stevens President and Director December 6, 1996
/s/ W. Stephen Jackson
- ------------------------
W. Stephen Jackson Vice President Finance and
Treasurer (Principal Financial
Officer and Principal Accounting
Officer December 6, 1996
/s/ Jack Braly
- ------------------------
Jack Braly Director December 6, 1996
/s/ Blaine M. Jones
- ------------------------
Blaine M. Jones Director December 6, 1996
/s/ George W. Pennington
- ------------------------
George W. Pennington Director December 6, 1996
/s/ Richard C. Poe
- ------------------------
Richard C. Poe Director December 6, 1996
/s/ E. Janie Risley
- ------------------------
E. Janie Risley Director December 6, 1996
</TABLE>
<PAGE> 19
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
POST EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8
MESA AIR GROUP, INC.
<PAGE> 20
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
23.1 Consent of Chapman and Cutler
23.2 Consent of KPMG Peat Marwick LLP
<PAGE> 1
EXHIBIT 23.1
January 3, 1997
Board of Directors
Mesa Air Group, Inc.
2325 East 30th Street
Farmington, NM 87401
Re: Post Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-09395
Gentlemen:
In connection with the filing by Mesa Air Group, Inc. (the "Company")
of Post Effective Amendment No. 1 to Registration Statement No. 333-09395,
please be advised that as counsel to the Company, we hereby consent to the
reference to this Firm under the caption "Legal Matters" contained in the
Prospectus dated January 3, 1997, and to the filing of this consent as Exhibit
23.1 to the Registration Statement.
Very truly yours,
CHAPMAN AND CUTLER
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Mesa Air Group, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
Phoenix, Arizona
December 30, 1996
