<PAGE> 1
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. Outside Directors' Stock Option Plan
(Full title of the plan)
CT 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(1) PRICE(1) FEE
<S> <C> <C> <C> <C>
Common Stock 150,000 $7.88 $1,182,000.00 $328.60
</TABLE>
(1) 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.
<PAGE> 2
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.
<PAGE> 3
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
<PAGE> 4
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.
<PAGE> 5
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 3, 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.
<PAGE> 6
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>
/s/ Jonathan G. Ornstein
- ------------------------
Jonathan G. Ornstein President, Chief Executive Officer and Chairman of
the Board (Principal Executive Officer) July 23, 1999
/s/ Blaine M. Jones
- ------------------------
Blaine M. Jones Chief Financial Officer and Treasurer (Principal July 23, 1999
Financial Officer)
/s/ Paul R. Madden
- ------------------------
Paul R. Madden Director July 23, 1999
/s/ James E. Swigert
- ------------------------
James E. Swigert Director July 23, 1999
/s/ Daniel J. Altobello
- ------------------------
Daniel J. Altobello Director July 23, 1999
/s/ Jack Braly
- ------------------------
Jack Braly Director July 23, 1999
/s/ Herbert A. Denton
- ------------------------
Herbert A. Denton Director July 23, 1999
/s/ General Ronald R. Fogelman
- ------------------------------
General Ronald R. Fogelman Director July 23, 1999
/s/ Maurice A. Parker
- ------------------------
Maurice A. Parker Director July 23, 1999
/s/ Larry L. Risley
- ------------------------
Larry L. Risley Director July 23, 1999
/s/ George Murnane, III
- ------------------------
George Murnane, III Director July 23, 1999
</TABLE>
<PAGE> 7
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4 Mesa Air Group, Inc. Outside Directors' 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)
<PAGE> 1
Exhibit 4
MESA AIR GROUP, INC.
OUTSIDE DIRECTORS' STOCK OPTION PLAN
1. PURPOSE OF THE PLAN; TYPE OF PLAN
(a) Attract and Retain Talented Outside Directors. The purpose of the
Mesa Air Group, Inc. Outside Directors' Stock Option Plan (the "Plan") is to
attract and retain independent directors ("Qualified Directors") who are and
will be responsible for the restructuring, growth and success of Mesa Air Group,
Inc., a Nevada corporation (the "Company"), and its subsidiaries by providing an
incentive-based form of compensation to the Qualified Directors and encouraging
such Qualified Directors to invest in shares of the Company's Common Stock to
increase the Qualified Directors' personal interest in the success of the
Company. The Plan is also intended to reduce the cash compensation necessary to
attract Qualified Directors.
(b) Designation of Stock Options as Non-Qualified Stock Options. Stock
options granted under the Plan (the "Options") shall not be treated as incentive
stock options under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").
(c) Exemption from Short-Swing Liability. Options granted to Qualified
Directors of the Company pursuant to this Plan shall be exempt from Section
16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(d) Administration. This Plan may be administered by the Board of
Directors of the Company (the "Board") or by any person or persons chosen by a
majority of the Board.
2. STOCK AND MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN
(a) Description of Stock and Maximum Shares Allocated. The stock
subject to the provisions of this Plan and issuable upon exercise of the Options
are shares of the Company's Common Stock, no par value, which may be either
unissued or treasury shares, as the Board may from time to time determine.
Subject to adjustment as provided in Section 6, the aggregate number of shares
of Common Stock covered by the Plan issuable upon exercise of all Options shall
be 150,000 shares, which shares shall be reserved for use upon the exercise of
the Options. (The shares available for Options and all other shares of Common
Stock of the Company shall be referred to as the "Shares.")
(b) Restoration of Unpurchased Shares. If an Option expires or
terminates for any reason prior to the exercise in full before the term of the
Plan expires, the Shares subject to, but not issued under, such Option shall
again be available for other Options hereafter granted.
<PAGE> 2
3. FORMULA AND OPERATION OF THE PLAN
(a) Eligible Persons. Options will automatically be granted to all
present and future directors of the Company who are not employees of the Company
or of any subsidiary of the Company ("Qualified Directors").
(b) Date of Grants; Allocation. Each Qualified Director serving on the
Board of Directors as of April 1, 1998, shall receive (i) 3,000 options to
purchase 3,000 shares of Common Stock, no par value, plus (ii) the number of
options to purchase Common Stock equivalent to a cash value of $13,000 as
calculated pursuant to the Black-Scholes valuation method at a risk-free rate of
a ten-year zero coupon bond (collectively referred to herein as the "Formula
Amount") effective as of April 1, 1998. (For example, if the Black-Scholes
valuation method results in a value of $6.50 per option, each Qualified Director
would receive 2,000 options plus the fixed allocation of 3,000 options, or a
total of 5,000 options at the exercise price as set forth below in Section
3(c).) Each Qualified Director shall receive an additional Formula Amount on
each April 1st thereafter or if at any time there is an insufficient number of
options to make the full Formula Amount allocation, a pro-rata amount of the
remaining options available under the Plan shall be granted to each Qualified
Director.
Any Qualified Director who was not serving as a director as of April 1, 1998,
upon the first business day after being appointed as a director, shall be
granted a pro rata portion of the Formula Amount ("Pro Rata Options") and
Options shall be granted to such Qualified Director on each succeeding April 1
in the Formula Amount. The amount of Pro Rata Options to be granted to each new
Qualified Director shall be calculated by dividing the number of days prior to
April 1 by the number of days in the calendar year and multiplying the quotient
by the Formula Amount.
Any Qualified Director who is serving as the Chairman of the Board of
Directors shall receive an annual grant of the number of options equal to a
value of $10,000 calculated in accordance with the Black-Scholes method as
specified above (the "Chairman's Options") on each April 1st which shall be in
addition to any other options granted to him as a director pursuant to this
Section 3(b). (Each of the dates upon which Options are granted shall be
referred to herein as the "Grant Date.")
(c) Price. The Option price per Share shall not be less than the fair
market value of the Shares, as defined below, on the Grant Date.
(d) Fair Market Value. The fair market value of a Share on any
particular day shall be determined as follows:
(i) If the Shares are listed or admitted to trading on any
security exchange, the fair market value shall be the average sales
price on such day on the New York Stock Exchange, or if the Shares have
not been listed or admitted to trading on the New York Stock Exchange,
on such other securities exchange on which such stock is then listed or
admitted to trading, or if no sale takes place on such day on any such
exchange, the
2
<PAGE> 3
average of the closing bid and asked price on such day as officially
quoted on any such exchange;
(ii) If the Shares are not then listed or admitted to trading
on any securities exchange, the fair market value shall be the average
sales price on such day or, if no sale takes place on such day, the
average of the reported closing bid and asked price on such date, in
the over-the-counter market as furnished by the National Association of
Securities Dealers Automated Quotation ("NASDAQ"), or if NASDAQ at the
time is not engaged in the business of reporting such prices, as
furnished by any similar firm then engaged in such business and
selected by the Board; or
(iii) If the Shares are not then listed or admitted to trading
in the over-the-counter market, the fair market value shall be the
amount determined by the Board in a manner consistent with Treasury
Regulation Section 20-2031-2 promulgated under the Code or in such
other manner prescribed by the Secretary of the Treasury or the
Internal Revenue Service.
(e) Duration of Plan; Term of Option. The term of the Plan, unless
previously terminated by the Board, is ten (10) years commencing on the date
of adoption of the Plan by the Board. No Option shall be granted under the
Plan unless granted within ten (10) years of the adoption of the Plan by the
Board, but Options outstanding on that date shall not be terminated or
otherwise affected by virtue of the Plan's expiration. Except as otherwise
indicated in Section 5, all Options automatically expire ten (10) years from
the date of grant.
(f) Vesting of the Options. Options granted to the Qualified Directors
serving as of April 1, 1998 shall fully vest and become exercisable immediately
upon shareholder approval (as required by Section 4(a) of the Plan) or, with
respect to Options granted after shareholders approve the Plan, immediately upon
the Grant Date. Options granted to Qualified Directors who are not serving as
directors as of April 1, 1998, shall vest in full and become exercisable six (6)
months after the Grant Date.
(g) Additional Restrictions on Option Exercise. A Qualified Director
may only exercise Options during the period commencing three (3) business days
following the release for publication of quarterly or annual financial
information regarding the Company and ending two (2) weeks prior to the end of
the then current fiscal quarter of the Company (the "Release Period").
A "release for publication" shall be deemed to be satisfied if the
specified financial data appears:
(i) On a wire service;
(ii) A financial news service;
(iii) In a newspaper of general circulation; or
3
<PAGE> 4
(iv) Is otherwise made publicly available.
Notwithstanding any provision to the contrary contained
herein, a Qualified Director may exercise Options only so long as such exercise
does not violate the law or any rule or regulation adopted by the appropriate
governmental authority.
4. TERMS AND CONDITIONS OF OPTIONS
(a) Approval by Shareholders. The Plan shall be submitted to the
shareholders of the Company for their approval at a meeting to be held within
twelve (12) months after the adoption of the Plan by the Board. Shareholder
approval shall be evidenced by the affirmative vote of the holders of a majority
of the Shares of Common Stock present in person or by proxy and voting at the
meeting. If the shareholders decline to approve the Plan at such meeting or if
the Plan is not approved by the shareholders within twelve (12) months after its
adoption by the Board, the Plan and all Options and rights granted hereunder
shall automatically terminate to the same extent and with the same effect as
though the Plan had never been adopted.
(b) Amendments to Plan. Without the approval of the shareholders of the
Company, the Board shall not (i) increase the aggregate number of shares of
Common Stock subject to the Plan; (ii) change the class of persons eligible to
receive Options; (iii) modify the period within which Options may be granted,
the exercise price or the terms upon which Options may be exercised; (iv) change
the exercise price of the Options except as provided in Section 6; or (v)
increase the material benefits accruing to participants under the Plan. An
amendment to permit the assignment of options other than as specified in Section
5(b) shall not be considered a Material Amendment. (Collectively, each of these
changes in the Plan are referred to herein as "Material Amendments.") The Board
may suspend or terminate the Plan at any time.
(c) Individual Agreements. Options granted under the Plan shall be
evidenced by agreements in such form as the Board from time to time approves,
which agreements shall substantially comply with and be subject to the terms of
the Plan.
(d) No Fractional Shares. Options shall be granted and exercisable only
for whole shares; no fractional shares will be issuable upon exercise of any
Option granted under the Plan.
(e) Method of Exercising Options. Options shall be exercised by written
notice to the Company, addressed to the Company at its principal place of
business. Such notice shall state the election to exercise the option and the
number of shares with respect to which it is being exercised, and shall be
signed by the person exercising the option. Such notice shall be accompanied by
payment in full of the exercise price for the number of Shares being purchased.
Payment may be made in cash or by bank cashier's check or by tendering duly
endorsed certificates for shares of the Company's Common Stock then owned by the
optionholder. The Company shall deliver a certificate or certificates
representing the Option Shares to the purchaser as soon as practicable after
payment for those Shares has been received. If an Option is exercised by any
person other than the optionholder, such notice shall be accompanied by
appropriate proof of the right of such person to exercise the Option. All Shares
that are purchased and paid for in full upon the exercise of an Option shall be
fully paid and non-
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<PAGE> 5
assessable. The Board may determine that payment upon the exercise of an Option
may be made with Shares owned by the Qualified Director having a fair market
value on the exercise date equivalent to the amount of payment, or any
combination of cash and such Shares equal to such amount.
(f) No Rights of a Shareholder. An Optionholder shall have no rights as
a shareholder with respect to shares covered by an Option. No adjustment will be
made for cash dividends for which the record date is prior to the date a stock
certificate is issued upon exercise of an Option. Upon such exercise of an
Option, the holder of the Shares of Common Stock so received shall have all the
rights of a shareholder of the Company as of the date of issuance.
5. TERMINATION OF DIRECTORSHIP; ASSIGNABILITY; DEATH
(a) Termination of Directorship. If any Optionholder ceases to be a
Director of the Company other than by reason of death, disability or discharge
for cause, such holder (or its successors in the case of the holder's death
which results in the termination of directorship) may, within three months after
the date of termination, but in no event after the stated expiration date,
purchase some or all of the Shares with respect to which such Optionholder was
entitled to exercise such Option, on the date such directorship terminated;
provided, that if after directorship is terminated, the holder commits acts
detrimental to the Company's interests as determined by a two-thirds vote of the
members of the Board, then the Option shall thereafter be void for all purposes.
(b) Assignability. No Option or the privileges conferred thereby shall
be assignable or transferable by a holder other than by will or the laws of
descent and distribution.
(c) Disability. If the Optionholder is removed as a director due to
disability, the Optionholder may exercise the Options, in whole or in part, to
the extent they were exercisable on the date when the Optionholder's
directorship terminated, at any time prior to the expiration date of the Options
or within one (1) year of the date of removal, whichever is earlier.
(d) Discharge for Cause. If an Optionholder is removed as a director of
the Company for cause, the Options shall terminate upon receipt by the
Optionholder of a notice of such removal or on the effective date of the
removal, whichever is earlier. The Board shall have the right to determine
whether the optionholder has been discharged for cause for purposes of the Plan
and the date of such discharge.
(e) Death of Holder. If Optionholder dies while serving as a director,
an Option shall be exercisable until the stated expiration date thereof by the
person or persons ("successors") to whom the holder's rights pass under will or
by the laws of descent and distribution, but only to the extent that the holder
was entitled to exercise the Option at the date of death. An Option may be
exercised (and payment of the option price made in full) by the successors only
after written notice to the Company, specifying the number of shares to be
purchased. Such notice shall comply with the provisions of Section 4(e).
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<PAGE> 6
6. CERTAIN ADJUSTMENTS
(a) Capital Adjustments. Except as limited by Section 422 of the Code,
the aggregate number of Shares subject to the Plan, the number of Shares covered
by outstanding Options, and the price per share stated in such Options shall be
proportionately adjusted for any increase or decrease in the number of
outstanding Shares of Common Stock of the Company resulting from a subdivision
or consolidation of shares or any other capital adjustment or the payment of a
stock dividend or any other increase or decrease in the number of such shares
effected without receipt by the Company of consideration therefor in money,
services or property.
(b) Mergers, Etc. Except as limited by the provisions of Section 422 of
the Code, if the Company is the surviving corporation in any merger or
consolidation, any Option granted under the Plan shall pertain to and apply to
the securities to which a holder of the number of Shares subject to the Option
would have been entitled. A dissolution or liquidation of the Company shall
cause every Option outstanding hereunder to terminate, unless specifically
provided otherwise by the Board. A merger or consolidation in which the Company
is not the surviving corporation shall also cause every Option outstanding
hereunder to terminate, unless specifically provided otherwise by the Board, but
each holder shall have the right immediately prior to a merger or consolidation
in which the Company is not the surviving corporation, to exercise such Option
in whole or in part without regard to any installment provisions contained in
the Option agreement.
7. COMPLIANCE WITH LEGAL REQUIREMENTS
(a) For Investment Only. If, at the time of exercise of this Option,
there is not in effect as to the Option Shares being purchased a registration
statement under the Securities Act of 1933, as amended (or any successor
statute) (collectively the "1933 Act"), then the exercise of this option shall
be effective only upon receipt by the Company from the Director (or his legal
representatives or heirs) of a written representation that the Option Shares are
being purchased for investment and not for distribution.
(b) Registration Statement Preparation. Each Qualified Director hereby
agrees to supply the Company with such information and to cooperate with the
Company, as the Company may reasonably request, in connection with the
preparation and filing of the registration statements and amendments thereto
under the Securities Act of 1933 and applicable state statutes and regulations
applicable to the Option Shares. The Company shall not be liable for failure to
issue any such Option Shares where such opinion of counsel cannot be obtained
within the period specified for the exercise of the Option, or where such
registration is required in the opinion of counsel. If shares of Common Stock of
the Company are, at the time of the exercise of this Option, listed upon a
securities exchange, the exercise of this Option shall be contingent upon
completion of the necessary steps to list the Option Shares being purchased upon
such securities exchange.
(c) Compliance with Law. No Shares shall be issued or transferred upon
the exercise of any Option unless and until the following occurs:
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<PAGE> 7
(i) All legal requirements applicable to the issuance or
transfer of Shares have been complied with; and
(ii) All requirements of any national securities exchange or
association upon which the Shares are listed, traded or quoted have
been met, in each case to the satisfaction of the Board. The Board
shall have the right to condition the issuance of any Shares made to
any person hereunder on such person's undertaking in writing to comply
with such restrictions on his or her subsequent disposition of such
Shares as the Board shall deem necessary or advisable as a result of
any applicable law, regulation or official interpretation thereof, and
certificates representing such shares may contain a legend to reflect
any such restriction.
8. MISCELLANEOUS
(a) No Funding. This Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure any payment under the Plan.
(b) Nevada Law. The Plan and the Options shall be governed by the laws
of the State of Nevada.
(c) Modification of Grant, Vesting Date. Should April 1 in any given
year fall on a day on which trading in the Shares is closed, the action which
would have taken place on April 1 shall be delayed until the first day after
April 1 that trading in the Shares commences.
DATED as of the 1st day of June, 1998 and effective as of April 1,
1998.
MESA AIR GROUP, INC.
By:
- --------------------------------
- --------------------------------
- --------------------------------
ATTESTED BY:
By:
- ---------------------
Gary E. Risley
Secretary
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<PAGE> 1
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. - OUTSIDE DIRECTORS' 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 150,000 shares of its Common Stock, no par value
(the "Shares"), issuable pursuant to the Company's Outside Directors' 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.
