<PAGE>
As filed with the Securities and Exchange Commission on
June 30 , 1995
Registration No. 33-89796
======================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AIR METHODS CORPORATION
- ----------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
- ----------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
84-0915893
- ----------------------------------------------------------------------
(I.R.S. Employer Identification No.)
7301 SOUTH PEORIA
ENGLEWOOD, COLORADO 80112
(303) 792-7400
- ----------------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
GEORGE W. BELSEY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
AIR METHODS CORPORATION
7301 SOUTH PEORIA
ENGLEWOOD, COLORADO 80112
(303) 792-7400
- ----------------------------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copy to:
LESTER R. WOODWARD, ESQ.
DAVIS, GRAHAM & STUBBS, L.L.C.
370 SEVENTEENTH STREET, SUITE 4700
DENVER, COLORADO 80202
(303) 892-9400
Approximate date of commencement
of proposed sale to the public From time to time after the effective
date of this Registration Statement.
--------------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ] ___________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ___________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
_____________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
Dated June 30, 1995
AIR METHODS CORPORATION
41,477 Shares of Common Stock Offered by the
Selling Stockholder
This Prospectus relates to 41,477 shares (such shares
referred to herein as the "Stockholder Securities") of Common Stock,
par value $.06 per share (the "Common Stock"), of Air Methods
Corporation, a Delaware corporation (the "Company" or "Air Methods"),
offered by the stockholder of the Company named under "Selling
Stockholder" (the "Selling Stockholder"). The Stockholder Securities
consist of shares of Common Stock issued to a former officer of the
Company in partial payment of the Company's severance obligations to
such officer, pursuant to the terms of the Company's severance
agreement with such officer. Stockholder Securities may be sold from
time to time in transactions (which may include block transactions) on
the Nasdaq Stock Market, in negotiated transactions, or by a
combination of such methods of sale at fixed prices which may be
changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Selling Stockholder may effect such transactions by selling
Stockholder Securities to or through broker-dealers, and such broker-
dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Stockholder and/or the purchasers of
Stockholder Securities for whom such broker-dealers may act as agent
or to whom they may sell as principal or both (which compensation as
to a particular broker-dealer might be in excess of customary
commissions). This offering will terminate as to the Stockholder
Securities held by the Selling Stockholder on a date determined by the
Company. See "Selling Stockholder" and "Sale of Shares."
None of the proceeds from the sale of the Stockholder
Securities by the Selling Stockholder will be received by the Company.
The Company has agreed to bear all expenses (other than selling
commissions and fees and expenses of counsel or other out-of-pocket
expenses incurred by the Selling Stockholder) in connection with the
registration and sale of the Stockholder Securities. See "Selling
Stockholder" and "Sale of Shares."
The Common Stock is traded on the Nasdaq Stock Market
under the symbol AIRM.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" AT PAGE 4 OF THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Proceeds to
Price to Public Commissions Selling Stockholder<F1>
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Stockholder Securities
- ----------------------
Per share . . . . . . . . . . <F1> N/A <F1>
Total . . . . . . . . . . . . <F1> N/A <F1>
- -------------------------------------------------------------------------------------------
<FN>
<F1> Amounts cannot be determined, since price to the public may be the market price prevailing at the time of
sale, a price related to such market price or a negotiated price. The last reported sales price of the
Company's Common Stock on the Nasdaq Stock Market on June 15, 1995 was $2.25 per share. None of the
estimated $2,710 in issuance and distribution expenses will be borne by the Selling Stockholder.
</TABLE>
The date of this Prospectus is June 30 , 1995.
<PAGE>
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 and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
and information statements and other information concerning the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549; Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of any such material can
be obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549 at prescribed rates.
--------------------
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by Air Methods with the
Commission are incorporated by reference in this Prospectus:
(1) Annual Report on Form 10-K, filed with the Commission
on October 13, 1994, as amended by Form 10-K/A-1, filed with the
Commission on October 28, 1994 and Form 10-K/A-2, filed with the
Commission on June 7, 1995 for the year ended June 30, 1994;
(2) Quarterly Report on Form 10-Q for the three months
ended September 30, 1994, filed with the Commission on November 14,
1994;
(3) Proxy Statement dated January 18, 1995, filed with the
Commission on January 18, 1995;
(4) Quarterly Report on Form 10-Q for the three months
ended December 31, 1994, filed with the Commission on February 14,
1995;
(5) Quarterly Report on Form 10-Q for the three months
ended March 31, 1995, filed with the Commission on May 22, 1995;
(6) Current Report on Form 8-K, filed with the Commission
on April 7, 1995;
(7) Transition Report on Form 10-K, filed with the
Commission on June 27, 1995, as amended by Form 10-K/A-1, filed with
the Commission on June 29, 1994; and
(8) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A, filed
May 20, 1992 (File No. 1-11153).
-2-<PAGE>
ALL DOCUMENTS SUBSEQUENTLY FILED BY AIR METHODS PURSUANT TO
SECTIONS 13(a), 13(c), 14 OR 15(d) OF THE EXCHANGE ACT PRIOR TO THE
TERMINATION OF THIS OFFERING SHALL BE DEEMED TO BE INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND TO BE A PART HEREOF FROM THE DATE OF
FILING OF SUCH DOCUMENTS. ANY STATEMENT CONTAINED IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE 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 STATEMENT
SO MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED
OR SUPERSEDED, TO CONSTITUTE A PART OF THIS PROSPECTUS.
The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this
Prospectus by reference, except exhibits to such information unless
such exhibits are also expressly incorporated by reference herein.
Requests for such information should be directed to Air Methods
Corporation, 7301 South Peoria, Englewood, Colorado 80112, Attention:
Corporate Secretary, telephone (303) 792-7400.
THE OFFERING
Common Stock Offered by the
Selling Stockholder. . . . . The Selling Stockholder, who is
identified under "Selling Stockholder,"
is offering 41,477 shares of Common
Stock.
Securities Outstanding . . . As of June 15, 1995, 8,075,023 shares of
Common Stock, and authorized or
outstanding warrants and options to
purchase approximately 1,820,955 shares
of Common Stock.
-3-<PAGE>
RISK FACTORS
The securities offered hereby involve a high degree of risk,
including, but not limited to, the risk factors described below. Each
prospective investor should carefully consider the following risk
factors inherent in and affecting the business of the Company before
making an investment decision.
HISTORY OF SIGNIFICANT LOSSES. Although the Company has
achieved increasing levels of revenues over the past several years, it
has continued to incur significant losses. For the fiscal years ended
June 30, 1993, June 30, 1994 and the six months ended December 31,
1994, the Company incurred net losses of $261,000, $7,057,000 and
$1,176,000, respectively. There can be no assurance that the
Company's revenue will continue to grow in the future or that the
Company will achieve profitable operations.
LIQUIDITY; CAPITAL REQUIREMENTS; POSSIBLE NEED FOR
ADDITIONAL FINANCING. The Company's capital requirements have been
and will continue to be significant. The Company's cash requirements
generally have exceeded the Company's cash flow from operations, most
recently due to increased costs associated with the Company's expanded
fleet, which has increased substantially in size over the previous
three fiscal years. With the exception of private placements of
equity securities completed in February 1993 and 1994, and two common
stock warrant conversions in 1993, the Company has relied principally
on debt financing to fund expansion of its air medical operations. In
particular, the Company has been heavily dependent on borrowings from
Textron Finance Corporation, an affiliate of Bell Helicopter-Textron,
Inc. ("Bell"), to finance its capital requirements associated with the
acquisition of aircraft. The Company anticipates, based on its
current plans and assumptions regarding its operations, that projected
cash flow from operations and other financing activities will be
sufficient to satisfy its forecasted cash requirements for current
operations for at least the next twelve months, but there can be no
assurance that such forecasts will be realized. Moreover, any
expansion of the Company's air medical operations or significant
expansion of its air medical retrofit business would likely require
additional capital. There can be no assurance that sufficient
additional capital to meet its working capital needs will be available
to the Company on commercially reasonable terms, or at all. Any
inability to obtain needed capital could have a material adverse
effect on the Company. Additional equity financing may involve
substantial dilution to the interests of the Company's then existing
stockholders.
SIGNIFICANT OUTSTANDING INDEBTEDNESS; SECURITY INTERESTS.
In order to finance the Company's operations, the Company has incurred
indebtedness and, even after the completion of any additional
financings, and the application of any proceeds therefrom, the
Company's indebtedness will remain significant. Consequently, the
Company is subject to the risks associated with substantial leverage,
including the risk of being unable in the future to obtain affordable
debt financing to support any expansion activities. The Company is
also subject to the risk that its cash flow may be inadequate to make
required payments on its indebtedness. Virtually all of the Company's
aircraft are pledged as collateral for such indebtedness or are
subject to operating or financing leases. There can be no assurance
that
-4-<PAGE>
the Company will continue to be able to make required payments on its
indebtedness and leases in the future.
GOVERNMENT REGULATION. The air medical transportation
business is subject to extensive federal, state and local regulation
by governmental agencies, including the Federal Aviation
Administration (the "FAA") and the Department of Transportation (the
"DOT"), as well as foreign government regulation, which impose
material compliance burdens, costs and risks on the Company. The
Company's aircraft medical interior production operations are also
subject to FAA regulations which place stringent safety, quality
control and other product requirements on the Company. Amendments to
existing statutes and regulations and the adoption of new statutes and
regulations could require the Company to modify continually its
methods of operations at costs that would likely be substantial.
There can be no assurance that the Company will be able, for financial
reasons or otherwise, to comply with applicable laws, regulations and
permitting requirements.
HAZARDS AND INSURANCE. The operation of aircraft involves a
high degree of risk. Hazards are inherent in the aviation industry
and may result in loss of life and property. As a result, the Company
may be exposed to substantial liability claims arising out of the
operation of its aircraft. The Company maintains an aviation general
liability insurance policy which provides for $20 million in coverage
per occurrence for most of its fleet (with higher coverage for the
remaining aircraft) and $20 million in coverage for aviation product
liability. The Company believes that this level of coverage is
customary in the air medical transportation industry and is adequate
to protect the Company and its assets, but there can be no assurance
that it will be sufficient to cover potential claims or that present
levels of coverage will be available in the future at reasonable cost.
The Company may also be sued in connection with medical malpractice
claims arising from events occurring during an air medical flight and
the Company's insurance excludes coverage for such claims. Under the
Company's agreements with hospitals, the hospitals have agreed to
indemnify the Company against liability arising out of medical
malpractice claims and to maintain insurance covering such liability,
but there can be no assurance that a hospital will not challenge the
Company's indemnification rights or will have sufficient assets or
insurance coverage to indemnify the Company fully. Company personnel
do not perform medical procedures on transported patients, and the
Company does not believe that it has significant direct legal exposure
to medical malpractice claims. Also, the loss of any of the Company's
aircraft as a result of accidents could cause both significant adverse
publicity and significant interruptions of air medical services to its
client hospitals which could adversely affect the Company's
relationship with such hospitals.
DEPENDENCE ON PRINCIPAL CUSTOMERS; INDUSTRY CONCENTRATION.
A significant portion of the Company's revenues has been derived from
a limited number of hospitals. For the years ended June 30, 1993 and
1994, approximately 36.6% and 28.2%, respectively, of the Company's
revenues were derived from performance under its five largest
operating contracts. For the year ended June 30, 1994, its three
largest hospital contracts accounted for approximately 7.7%, 7.0%, and
6.2%, respectively, of the Company's flight revenues. The loss of
certain of the Company's principal customers could have a material
adverse effect on the Company. In addition, since substantially all
of the Company's revenues are
-5-<PAGE>
derived from a single industry, any significant downturn in the health
care industry, an extension of the recent cost-cutting trend among
hospitals and health care facilities to air medical services, or any
substantial reduction in their use of air medical services could have
a material adverse effect on the Company.
DEPENDENCE ON THIRD PARTY SUPPLIERS. The Company currently
obtains a substantial portion of its helicopter parts and repair and
replacement components from Bell. Bell aircraft comprise a majority
of the Company's aircraft fleet. The Company maintains a one-year
renewable agreement with Bell pursuant to which the Company receives a
10% discount on spare parts and tools purchased from Bell for the
Company's use. The agreement is terminable by Bell upon 30 days'
notice. The Company also maintains a two-year contract with American
Eurocopter Corporation ("AEC") pursuant to which the Company receives
a discount (currently 15%) on spare parts purchased from AEC for the
Company's BK-117 helicopters. The agreement is terminable by AEC upon
30 days' notice. The Company also has supply arrangements with other
third parties for its engine and related dynamic components. The
Company believes, based upon the manufacturing capabilities and
industry contacts of these suppliers, that it will not be subject to
material interruptions or delays by Bell or others in supplying the
Company with aircraft parts and components, but it does not currently
have an alternative source of supply for Bell, AEC or certain other
aircraft parts. Accordingly, failure or significant delay by Bell,
AEC or others in supplying necessary parts to the Company would, in
the absence of alternative sources of supply, have a material adverse
effect on the Company.
COMPETITION. The market for air medical services is highly
competitive. The Company competes with a number of companies engaged
in providing air medical services, some of which possess substantially
greater financial, marketing, personnel and other resources than the
Company and have established reputations for success in providing such
services to hospitals and other health care facilities. The Company
competes on the basis of safety, quality of service, price and
availability of desired aircraft. The Company exclusively uses pilots
certified by the FAA and aircraft equipped for flight under instrument
flight rules ("IFR"), which results in significant additional training
and related aircraft equipment costs to the Company. To improve
operational safety and standardization, the Company also incurs
considerable expense providing ground and flight training to each new
pilot, pursuant to a Company-developed syllabus. As a result, the
Company does not compete for programs which provide only a less
sophisticated, less expensive emergency medical air transport service.
The Company also competes with several other companies engaged in the
design, supply, and/or installation of medical interiors. There can
be no assurance that the Company will be able to compete successfully
in the future.
DEPENDENCE UPON KEY AND ADDITIONAL PERSONNEL. The success
of the Company may be dependent upon the efforts of certain key
personnel of the Company, including George W. Belsey, its Chairman and
Chief Executive Officer and other officers. Although the Company has
entered into employment agreements with Mr. Belsey and certain other
officers, the loss of the services of any of the Company's officers or
certain other key employees could have an adverse effect on the
Company. The success of the Company is also dependent upon its
ability to retain existing personnel and to hire and train additional
-6-<PAGE>
qualified personnel, including FAA certified pilots and mechanics.
There can be no assurance that the Company will be able, for financial
reasons or otherwise, to retain or hire such personnel.
SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS. Of
the 8,026,159 shares of Common Stock outstanding as of June 15, 1995,
approximately 1,952,700 shares are "restricted securities," as that
term is defined under Rule 144 promulgated under the Securities Act of
1933, as amended (the "Act"). As of the date of this Prospectus,
1,837,200 of such shares are eligible for sale under Rule 144 under
the Act. An additional approximately 83,000 of such shares of Common
Stock not offered hereby previously issued to various Company
stockholders, and approximately 680,000 shares of Common Stock
issuable upon exercise of warrants have been registered under the Act
for sale to the public pursuant to certain demand and/or "piggyback"
rights to register such shares for offer and sale to the public at the
Company's expense. The Company has also registered for sale to the
public approximately 2,059,000 shares of Common Stock, outstanding or
issuable upon the exercise of certain options, issued to consultants,
directors or officers, as well as the shares issuable upon the
exercise of options granted under the Company's Stock Option Plan,
Nonemployee Director Stock Option Plan, and shares issued or issuable
under the Company's Equity Compensation Plan for Nonemployee
Directors. Sales of a substantial number of shares of Common Stock in
the public market following this offering, or the perception that such
sales could occur or the issuance of shares of Common Stock upon
exercise of the Company's outstanding options and warrants could
adversely affect the market price of the Common Stock.
AUTHORIZED OR OUTSTANDING OPTIONS AND WARRANTS. As of
June 15, 1995, there were outstanding stock options to purchase
approximately 1,141,175 shares of Common Stock at exercise prices
ranging from $1.75 to $12.125 per share and authorized or
outstanding warrants to purchase approximately 679,780 shares of
Common Stock at exercise prices of $3.00 to $10.50 per share. To the
extent that the outstanding stock options and warrants are exercised,
dilution to the interest of the Company's stockholders will occur.
Moreover, the terms upon which the Company will be able to obtain
additional equity capital may be adversely affected since the holders
of the outstanding options and warrants can be expected to exercise
them at a time when the Company would, in all likelihood, be able to
obtain any needed capital on terms more favorable to the Company than
those provided in the outstanding options and warrants.
PROHIBITION ON FOREIGN OWNERSHIP. Unless otherwise exempt,
pursuant to U.S. FAA and DOT regulations, at least 75% of the
Company's outstanding voting securities must be owned or controlled by
citizens of the United States or one of its possessions for the
Company to retain its FAA Part 135 air carrier certificate and to be
entitled to operate and own aircraft for commercial operation in the
United States. The Company believes that foreign ownership of its
stock is currently below the 25% limit. The Company regularly
monitors records available to it concerning foreign ownership levels,
and has identified certain response measures which it may take to
discourage or block foreign voting ownership levels exceeding 25%.
However, there can be no assurance that any of these response
-7-<PAGE>
measures will succeed, or that the Company will be able to effectively
limit foreign ownership.
VOLATILITY OF PRICE OF COMMON STOCK. The market price of
the Company's Common Stock has been, and may in the future be, highly
volatile. Factors such as the Company's operating results and
announcements of technological innovations or new services or products
by the Company or its competitors, as well as changes in the health
care industry, could have a significant impact on the market price of
the Company's Common Stock. Further, in recent years, the securities
markets have experienced a high level of price and volume volatility
and the market prices of securities for many companies, particularly
emerging growth companies, have experienced wide fluctuations which
have not necessarily been related to the operating performances of
such companies.
RECENT DEVELOPMENTS
The Company had previously been engaged in discussions and
negotiations with Rocky Mountain Helicopters, Inc. ("RMHI"), which was
then in Chapter 11 proceedings under the federal bankruptcy laws,
regarding potential acquisition by the Company of certain air medical
transport assets and contracts of RMHI. The Company submitted an
offer for specified assets that was, in its view, fair and adequate,
but ultimately not successful in acquiring these assets. The Company
has terminated its activities with respect to the potential
acquisition of any RMHI assets.
In February, 1995, the Company was awarded a new contract
for the installation of six passenger-oxygen systems for Mesa Air
Group, the nation's largest regional air carrier, for its newly
acquired United Express Fleet of deHaviland Dash 8 aircraft. In
March, 1995, the Company completed the sale of a new Bell 412
helicopter, equipped with the Company's medical interior to a buyer in
the Middle East. This sale followed a sixty-day lease of the same
aircraft to a different customer in the same country for medical use.
The lease and sale of this helicopter generated over $5 million in
revenue. In March 1995, the Company also announced the change in its
fiscal year-end from June 30 to December 31.
In April, 1995, the Company announced earnings for its
fiscal quarter ended March 31, 1995, of $253,000 ($0.03 per share) on
revenues of $7.9 million. These improved financial results were due
primarily to increased revenues in the Products Division, which
manufactures and installs interiors and equipment specifically for
medical aircraft, the sublease of the Bell 412 to a customer in the
Middle East, mentioned above, and a reduction in general and
administrative expenses. In early 1995 the Company entered into a
ten-year territorial franchise agreement with UNIMED AIR in Sao Paulo,
Brazil, with the intent to pursue profitable air medical opportunities
in Brazil under this partnering arrangement. In June, 1995, the
Company announced the medical interior completion and delivery of the
first medically-equipped helicopter to UNIMED AIR.
-8-<PAGE>
THE COMPANY
The Company was organized under the laws of the State of
Colorado in 1982 under the name "Cell Technology, Inc." and was
reincorporated in Delaware in 1987. Until November 1991, the Company
was primarily engaged in the pharmaceutical development business. In
November 1991, the Company acquired all the shares of privately-held
Air Methods Corporation, a Colorado corporation ("Air Methods-
Colorado") in exchange for shares of the Company's Common Stock and
then merged with Air Methods-Colorado and changed the Company's name
to "Air Methods Corporation." The Company has out-licensed its
biotechnology to third parties and has generated a relatively small
amount of license fees from such licenses.
Air Methods Corporation is located at 7301 South Peoria,
Englewood, Colorado, 80112 and its telephone number is 303-792-7400.
Unless the context otherwise indicates, references in this Prospectus
to Air Methods or the Company refer to Air Methods Corporation and its
predecessor corporation, Air Methods-Colorado.
-9-<PAGE>
SELLING STOCKHOLDER
The following table shows the names of the Selling
Stockholder and the number of Stockholder Securities owned
beneficially by her, or her nominees, as of June 15, 1995, and the
number of Stockholder Securities which may be offered pursuant to this
Prospectus. This information is based on Company records, or
information provided by the Selling Stockholder or her
representatives. Because the Selling Stockholder may offer all, some
or none of the Stockholder Securities which she holds, no estimate can
be given as to the number of Stockholder Securities or the percentage
of the Company's outstanding Common Stock that will be held by the
Selling Stockholder upon termination of such offering. See "Sale of
Securities."
<TABLE>
<CAPTION>
Total of Total of
Shares Shares Shares
Beneficially Offered for Beneficially
Owned Prior Stockholder's Owned After
Selling Stockholder to Offering Account Offering
- ------------------- ------------ ------------- --------------------
Shares Number Percentage
------ ------ ----------
<S> <C> <C> <C> <C>
Marilyn J. Pauley 83,052<F1> 41,477 41,575 /*/
Former Vice President and
Director of Marketing
_______________
<FN>
/*/ Less than 1% of the Common Stock outstanding as of the date of this Prospectus.
<F1> Includes shares issuable upon exercise of options to purchase 39,854 shares at exercise prices ranging from
$3.00 to $5.50 per share.
</TABLE>
SALE OF SHARES
The sale of shares by the Selling Stockholder may be
effected from time to time in transactions (which may include block
transactions) on the Nasdaq Stock Market, in negotiated
transactions, or a combination of such methods of sale at fixed prices
which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, or at negotiated
prices. The Selling Stockholder may effect such transactions by
selling Stockholder Securities to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholder and/or the
purchasers of Stockholder Securities for whom such broker-dealers may
act as agent or to whom they sell as principal or both (which
compensation as to a particular broker-dealer might be in excess of
customary commissions). The Selling Stockholder and any broker-
dealers that act in connection with the sale of the Stockholder
Securities hereunder might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Act and any commissions received by
them and any profit on the resale of Stockholder Securities as
principals might be deemed to be underwriting discounts and
commissions under the Act.
-10-<PAGE>
The Offering contemplated hereby will terminate with respect
to the Stockholder Securities upon the earlier of (i) the date all of
the Stockholder Securities are sold by the Selling Stockholder; or
(ii) February 28, 1998.
To the extent required by applicable law, this Prospectus
will be supplemented to summarize the terms of any sales through
dealers, together with any discounts, commissions or concessions
allowed to such dealers in connection therewith. No sales or
distributions other than as described herein may be effected until
after this Prospectus shall have been appropriately amended or
supplemented.
LEGAL MATTERS
The legality of the Stockholder Securities was passed upon
for the Company by Davis, Graham & Stubbs, L.L.C., Denver, Colorado.
EXPERTS
The consolidated financial statements of Air Methods
Corporation and subsidiary as of December 31, 1994 and June 30,
1994 and 1993, and for the six months ended December 31, 1994
and each of the years in the three-year period ended June 30,
1994, have been incorporated by reference herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
-11-<PAGE>
AIR METHODS CORPORATION
41,477 SHARES
OF COMMON STOCK
OFFERED BY THE
SELLING STOCKHOLDER
----------------
PROSPECTUS
----------------
June 30 , 1995
No person is authorized to give any information or to make
any representations not contained in this Prospectus and, if given or
made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not
constitute an offer to sell, or a solicitation of any person in any
jurisdiction where such an offer or solicitation would be unlawful.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that the
information contained herein is correct as of any time subsequent to
the date hereof.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table shows all expenses of the issuance and
distribution of the securities offered hereby:
SEC Registration Fee. . . . . . . . . . . . . $ 100.00
Printing Expenses . . . . . . . . . . . . . . $ 10.00
Accountants' Fees and Expenses. . . . . . . . $ 2,000.00
Transfer Agent and Registrar Fees . . . . . . $ 500.00
Miscellaneous Expenses. . . . . . . . . . . . $ 100.00
Total . . . . . . . . . . . . . . . . . . . $ 2,710.00
All amounts listed above, except for the SEC registration fee,
are estimates and none are being borne by the Selling
Stockholder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits
indemnification of directors, officers, employees and agents of a
corporation under certain conditions and subject to certain
limitations. Article IX of the Registrant's Certificate of
Incorporation and Article VI of the Registrant's Bylaws require
indemnification of the Registrant's officers and directors to the
maximum extent permitted by the Delaware General Corporation Law. The
above-mentioned Bylaw states that the indemnification provisions of
the Bylaws shall be deemed to be a contract between the Registrant and
each director and officer. The statutory provision cited above also
empowers the Registrant to purchase and maintain insurance that
protects its officers, directors, employees and agents against any
liabilities incurred in connection with their service in such
positions. The Company has obtained directors' and officers'
liability and company reimbursement insurance policies, which cover
claims made after August 1, 1992. The policies provide an aggregate
maximum of $5,000,000 in coverage to the Company's directors and
officers, or to the Company in the event that the Company indemnifies
the directors or officers, subject to certain deductibles.
II-1<PAGE>
Additionally, the Certificate of Incorporation eliminates in certain
circumstances the monetary liability of directors of the Company for a
breach of their fiduciary duty as directors. This provision does not
eliminate the liability of a director (i) for a breach of the
director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions by the director not in good faith or which
involve intentional misconduct or a knowing violation of law;
(iii) for liability arising under Section 174 of the Delaware General
Corporation Law (relating to the declaration of dividends and purchase
or redemption of shares in violation of the Delaware General
Corporation Law); or (iv) for any transaction from which the director
derived an improper personal benefit.
ITEM 16. EXHIBITS.
Exhibits
4.1 Certificate of Incorporation./1/
4.2 Amendment to the Certificate of Incorporation./2/
4.3 Specimen Stock Certificate./2/
4.4 Letter Agreement by and between the Company and Marilyn J.
Pauley, dated as of June 21, 1994./3/
5.1 Opinion and Consent of Davis, Graham & Stubbs, L.L.C./3/
23.1 Consent of Davis, Graham & Stubbs, L.L.C. - See Exhibit 5.1.
23.2 Consent of KPMG Peat Marwick LLP.
____________________
/1/ Filed as an exhibit to the Company's Registration Statement on
Form S-1 (Registration No. 33-15007), as declared effective on
August 27, 1987, and incorporated herein by reference.
/2/ Filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1992, and incorporated herein
by reference.
/3/ Filed as an exhibit to the Company's initial filing of this
Registration Statement on Form S-3, Registration No. 33-89796,
with the Commission on February 28, 1995.
II-2<PAGE>
ITEM 17. 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 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 purpose of determining any liability under the Securities Act
of 1933 (the "Act"), 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; and
(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 Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or
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 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
Act 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 registered, 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.
II-3<PAGE>
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-3
and has duly caused this Amendment No. 2 to Registration
Statement on Form S-3 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Englewood, State of
Colorado, on the 30th day of June, 1995.
AIR METHODS CORPORATION
By George W. Belsey
---------------------------------
George W. Belsey
Chairman and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints jointly and
severally, George W. Belsey and Lester R. Woodward, or either of them,
with full power to act alone, his true and lawful attorneys-in-fact,
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 additional amendments (including post-effective amendments) to
this Registration Statement on Form S-3, and file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-
in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact or either of them may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
George W. Belsey Chairman of the Board, Chief June 30, 1995
- -------------------------- Executive Officer, Interim
George W. Belsey Principal Financial and
Accounting Officer
II-4<PAGE>
Samuel H. Gray* Director June 30, 1995
- --------------------------
Samuel H. Gray
Lowell D. Miller* Director June 30, 1995
- --------------------------
Lowell D. Miller
Roy L. Morgan* Director June 30, 1995
- --------------------------
Roy L. Morgan
Donald R. Segner* Director June 30, 1995
- --------------------------
Donald R. Segner
Joseph E. Bernstein* Director June 30, 1995
- --------------------------
Joseph E. Bernstein
Ralph J. Bernstein* Director June 30, 1995
- --------------------------
Ralph J. Bernstein
Morad Tahbaz* Director June 30, 1995
- --------------------------
Morad Tahbaz
*By George W. Belsey
-----------------------
George W. Belsey
as attorney-in-fact
II-5<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page
- -----------------------------------------------------------------
23.2 Consent of KPMG Peat Marwick LLP.
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
Air Methods Corporation:
We consent to incorporation by reference in the registration statement
on Form S-3 (No. 33-89796) of Air Methods Corporation of our reports
dated August 12, 1994 and June 8, 1995 relating to the consolidated
balance sheets of Air Methods Corporation and subsidiary as of
December 31, 1994 and June 30, 1994 and 1993, and the related
consolidated statements of operations, stockholders' equity, and cash
flows for the six months ended December 31, 1994 and each of the years
in the three-year period ended June 30, 1994, which reports appear in
the June 30, 1994 annual report on Form 10-K and the December 31, 1994
transition report on Form 10-K of Air Methods Corporation, and to the
reference to our Firm under the heading "Experts" in the registration
statement.
KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Denver, Colorado
June 29, 1995
