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As filed with the Securities and Exchange Commission on July 27, 1999
Registration No 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MESA AIR GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 85-0302351
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
410 North 44th Street, Suite 700, Phoenix, Arizona 85008
(Address of Principal Executive Offices) (Zip Code)
Mesa Air Group, Inc. 1999 Non-Qualified Stock Option Plan
(Full title of the plan)
Corporation Trust Co. of Nevada, One East First Street, Reno, NV 89501
(Name and address of agent for service)
(602) 685-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT(2) PRICE(2) FEE
<S> <C> <C> <C> <C>
Common Stock 189,527(1) $7.88 $1,493,472.76 $415.19
</TABLE>
(1) Based on 189,527 shares subject to outstanding options under the Mesa Air
Group, Inc. 1999 Non-Qualified Stock Option Plan, which Plan was adopted
for the purpose of assuming options of CCAIR, Inc, ("CCAIR") that were
assumed by Mesa Air Group, Inc. in connection with the merger of Mesa
Merger Corporation with and into CCAIR.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, as amended, on the basis of the average of the high and low prices
for shares of Common Stock on July 23, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference herein and
shall be deemed a part hereof:
(a) The Annual Report of Mesa Air Group, Inc. ("Mesa") on Form 10-K for
the fiscal year ended September 30, 1998, filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All reports filed by Mesa with the Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since
September 30, 1998; and
(c) The description of Mesa's capital stock contained in its
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission pursuant to Section 12 of the Exchange Act of 1934.
All documents subsequently filed by Mesa pursuant to Sections 13(a), 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents.
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 4. DESCRIPTION OF SECURITIES. Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation and Bylaws require the
Registrant to indemnify its directors and officers and to the fullest extent
provided by Nevada law.
The Registrant currently maintains directors' and officers' liability
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
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ITEM 8. EXHIBITS.
Exhibit Index located at Page 10.
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 of 1933;
(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, represents a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(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;
(2) That, for the purposes 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 therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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
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the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 offered, 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 of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 of Phoenix, State of Arizona, on July 23, 1999.
MESA AIR GROUP, INC.
By: /s/ Jonathan G. Ornstein
------------------------------------
Jonathan G. Ornstein, President
And Chief Executive Officer
By: /s/ Blaine M. Jones
------------------------------------
Blaine M. Jones
Chief Financial Officer
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Jonathan G. Ornstein and Blaine M. Jones, and each of
them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Form S-8 Registration Statement, and to file the same with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting such attorneys-in-fact and agents,
and each of them, 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
and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or each of
them, may lawfully do or cause to be done by virtue hereof.
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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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
By /s/ Jonathan G. Ornstein
-----------------------------
Jonathan G. Ornstein President, Chief Executive Officer and Chairman of
the Board (Principal Executive Officer) July 23, 1999
By /s/ Blaine M. Jones
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Blaine M. Jones Chief Financial Officer and Treasurer (Principal July 23, 1999
Financial Officer)
By /s/ Paul R. Madden
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Paul R. Madden Director July 23, 1999
By /s/ James E. Swigert
------------------------------
James E. Swigert Director July 23, 1999
By /s/ Daniel J. Altobello
------------------------------
Daniel J. Altobello Director July 23, 1999
By /s/ Jack Braly
------------------------------
Jack Braly Director July 23, 1999
By /s/ Herbert A. Denton
------------------------------
Herbert A. Denton Director July 23, 1999
By /s/ General Ronald R. Fogelman
-------------------------------
General Ronald R. Fogelman Director July 23, 1999
By /s/ Maurice A. Parker
------------------------------
Maurice A. Parker Director July 23, 1999
By /s/ Larry L. Risley
------------------------------
Larry L. Risley Director July 23, 1999
By /s/ George Murname, III
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George Murnane, III Director July 23, 1999
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
4 1999 Non-Qualified Stock Option Plan
5 Form of opinion rendered by Squire, Sanders & Dempsey L.L.P., counsel
for the Registrant
23 Consent of Squire, Sanders & Dempsey L.L.P. (Included in Exhibit 5)
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MESA AIR GROUP, INC. Exhibit 4
1999 NON-QUALIFIED STOCK OPTION PLAN
1. Purpose of Plan. The Purpose of this Plan is to advance the
interest of Mesa Air Group, Inc., a Nevada corporation (hereinafter called the
"Company") and its shareholders by providing a means whereby employees of the
Company, or any subsidiary thereof, may be given an opportunity to purchase
Common Stock (hereinafter called "shares") of the Company under options granted
under the Plan, to the end that the Company may retain present personnel upon
whose judgment, initiative and efforts the successful conduct of the business of
the Company largely depends, and may attract new personnel. Further, this Plan
has been adopted to facilitate the assumption of the outstanding options of
CCAIR, Inc. ("CCAIR") that were assumed (the "Assumed Options") by the Company
in connection with the merger (the "Merger") of Mesa Merger Corporation with
and into CCAIR.
2. Shares Subject to the Plan. The aggregate number of shares
of the Company for which options may be granted under this Plan shall be
189,527, which shares representing the number of shares of common stock of CCAIR
underlying the Assumed Options, as adjusted for the exchange ratio in the
Merger; provided, however, that whatever number of shares shall remain reserved
for issuance pursuant to the Plan at the time of any stock split, stock dividend
or other change in the Company's capitalization shall be appropriately and
proportionately adjusted to reflect such stock dividend, stock split or other
change in capitalization. Such shares shall be made available from authorized
but unissued or reacquired shares of the Company. Any shares for which an option
is granted hereunder that are released from such option for any reason shall
become available for other options to be granted under this Plan.
3. Administration of the Plan. This Plan shall be administered
under the supervision of the Board of Directors. Subject to the express
provisions of this Plan, the Board shall have conclusive authority to construe
and interpret the Plan, any stock option agreement entered into thereunder, and
any stock appreciation right granted thereunder and to establish, amend, and
rescind rules and regulations for its administration.
4. Granting of Options. The Board from time to time shall
designate from among the full-time key employees of the Company those employees
to whom stock options to purchase shares shall be granted under this Plan, the
number of shares which shall be subject to each option so granted, and the type
of option granted. The Board shall direct an appropriate officer of the
Corporation to execute and deliver option agreements to employees reflecting the
grant of options.
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5. Option Period. No stock option granted under this Plan may
be exercised later than ten years from the date of grant.
6. Option Price. The option price shall be fixed by the Board
and set forth in the Option Agreement, which price shall not be less than the
per share fair market value of the outstanding shares of the Company on the date
that the option is granted, as determined by the Board. The Board may fix such
option price and authorize one or more officers of the Company to compute the
price. The option price may be payable in cash, Company stock, or a combination
thereof. The date on which the Board approves the granting of an option shall be
deemed the date on which the option is granted.
7. Option Agreement. The Option Agreement in which option
rights are granted to an employee shall be in the applicable form (consistent
with this Plan) from time to time approved by the Board and shall be signed on
behalf of the Company by the Chairman of the Board, the President, any Vice
President or the Secretary of the Company other than the employee who is a party
thereto, and shall be dated as of the date of the granting of the option, as
determined in Paragraph 6 hereof.
8. Amendment and Termination of the Plan. The Company, by
action of its Board of Directors, reserves the right to amend, modify or
terminate at any time this Plan, or, by action of the Board with the consent of
the optionee, to amend, modify or terminate any outstanding option agreement or
grant of stock appreciation rights, except that the Company may not, without
further shareholder approval, increase the total number of shares as to which
options may be granted under the Plan (except increases attributable to the
adjustments authorized in Paragraph 2 hereof), change the employees or class of
employees eligible to receive options or materially increase the benefits
accruing to participants under the Plan. Moreover, no action may be taken by the
Company (without the consent of the optionee) which will impair the validity of
any option then outstanding.
9. Effective Date of Plan. The Plan shall be effective upon
adoption of the Plan by the Board of Directors of the Company.
2
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10. Expiration of Plan. Options may be granted under this Plan
at any time prior to June 8, 2009, on which date the Plan shall expire but
without affecting any options then outstanding.
3
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Exhibit 5
SQUIRE, SANDERS & DEMPSEY L.L.P.
Counsellors at Law
Two Renaissance Square
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
Telephone: (602) 528-4000
Telecopier: (602) 253-8129
July 26, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: MESA AIR GROUP, INC. - NON-QUALIFIED STOCK OPTION PLAN
FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
We have acted as counsel to Mesa Air Group, Inc., a Nevada corporation
(the "Company"), in connection with its Registration Statement on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933, as amended,
relating to the registration of 189,527 shares of its Common Stock, no par value
(the "Shares"), issuable pursuant to the Company's 1999 Non-Qualified Stock
Option Plan (the "Plan").
In that connection, we have examined such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Articles of Incorporation and the Bylaws of the
Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing as a
corporation under the laws of the State of Nevada.
2. The Shares, when issued and sold in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Squire, Sanders & Dempsey L.L.P.
/s/ Squire, Sanders & Dempsey L.L.P.
