As filed with the Securities and Exchange Commission on August 6, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AIR METHODS CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 84-0915893
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7301 SOUTH PEORIA
P.O. BOX 4114
ENGLEWOOD, COLORADO 80155
(303) 792-7400
(Address of principal executive offices)
AIR METHODS CORPORATION
401(K) AND RETIREMENT SAVINGS PLAN
(Full titles of the plans)
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GEORGE W. BELSEY, CHAIRMAN AND With copies to:
CHIEF EXECUTIVE OFFICER LESTER R. WOODWARD
AIR METHODS CORPORATION DAVIS, GRAHAM & STUBBS, LLP
7301 SOUTH PEORIA 370 17TH STREET, SUITE 4700
ENGLEWOOD, COLORADO 80112 DENVER, COLORADO 80202
(303) 792-7400 (303) 892-9400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed
Amount to be offering price maximum aggregate Amount of
Title of securities to be registered registered per unit(1) offering price(1) registration fee
<S> <C> <C> <C> <C>
Common Stock, par value $.06 100,000 shares $3.875 $387,500 $114.32
Interests in the Air Methods (2) (3) (3) (3)
Corporation 401(k) and Retirement
Savings Plan
</TABLE>
(1) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(h), and is based upon the average of
the high and low prices of the Company's Common Stock on July 31, 1998 as
quoted on the Nasdaq Stock Market.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of plan interests to be
offered or sold pursuant to the Air Methods Corporation 401(k) and
Retirement Savings Plan.
(3) Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no separate
fee is required to register plan interests.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Air Methods Corporation (the "Company") and the Air Methods Corporation
401(k) and Retirement Savings Plan (the "Plan") hereby state that the following
documents filed with the Securities and Exchange Commission (the "Commission")
are hereby incorporated in this Registration Statement by reference as of their
date of filing with the Commission:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997, filed with the Commission on March 31, 1998;
(b) The Company's Definitive Proxy Statement for its Annual Meeting of
Stockholders, filed with the Commission on April 30, 1998;
(c) The Company's Quarterly Report on Form 10-Q for the three months ended
March 31, 1998, filed with the Commission on May 12, 1998;
(d) The Plan's Notification on Form 12b-25, filed with the Commission on
July 1, 1998.
(e) The Plan's Annual Report on Form 11-K for the year ended December 31,
1997, filed with the Commission on July 15, 1998.
(f) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed with the
Commission on May 20, 1992 (File No. 1-11153); and
(g) All documents filed by the Company or the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the date of this Registration
Statement and prior to the filing of a Post-Effective Amendment to
this Registration Statement indicating that all securities offered
under the Registration Statement have been sold, or deregistering all
securities then remaining unsold.
4. DESCRIPTION OF SECURITIES.
Not applicable.
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE>
6. 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.
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.
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
8. EXHIBITS
(a) Exhibits.
4.1 Certificate of Incorporation./1/
4.2 Amendment to the Certificate of Incorporation./2/
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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.
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<PAGE>
4.3 Bylaws, as amended./3/
4.4 Specimen Stock Certificate./2/
23 Consent of KPMG Peat Marwick LLP.
(b) Plan Qualification.
The Company has submitted and will submit the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Plan.
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 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 and the Plan'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
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3 Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1994, and incorporated herein by reference.
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<PAGE>
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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Englewood, State of Colorado, on the 6th day of
August, 1998.
AIR METHODS CORPORATION
By /s/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 Aaron
D. Todd, 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
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, 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
/s/George W. Belsey
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George W. Belsey Chairman of the Board, August 6, 1998
Chief Executive Officer
and a Director
/s/Aaron D. Todd
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Aaron D. Todd Chief Financial Officer, August 6, 1998
Secretary and Treasurer
(Principal Financial
and Accounting Officer)
/s/Samuel H. Gray
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Samuel H. Gray Director August 6, 1998
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<PAGE>
/s/Lowell D. Miller
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Lowell D. Miller Director August 6, 1998
/s/Roy L. Morgan
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Roy L. Morgan Director August 6, 1998
/s/Donald R. Segner
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Donald R. Segner Director August 6, 1998
/s/Liam F. Dalton
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Liam F. Dalton Director August 6, 1998
/s/Carl H. McNair, Jr.
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Carl H. McNair, Jr. Director August 6, 1998
/s/Joseph E. Bernstein
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Joseph E. Bernstein Director August 6, 1998
/s/Ralph J. Bernstein
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Ralph J. Bernstein Director August 6, 1998
/s/Morad Tahbaz
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Morad Tahbaz Director August 6, 1998
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<PAGE>
PLAN SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Air
Methods Corporation 401(k) and Retirement Savings Plan trustee or other persons
who administer the Plan have duly caused this Registration Statement to be
signed on behalf of the Plan by the undersigned, thereunto duly authorized, in
the City of Englewood, State of Colorado, on the 6th day of August, 1998.
AIR METHODS CORPORATION 401(K) AND
RETIREMENT SAVINGS PLAN
By: /s/Kathy Joyce
----------------------------------
Name: Kathy Joyce
--------------------------------
Title: Company Plan Administrator
-------------------------------
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<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
4.1 Certificate of Incorporation./1/
4.2 Amendment to the Certificate of Incorporation./2/
4.3 Bylaws, as amended./3/
4.4 Specimen Stock Certificate./2/
23 Consent of KPMG Peat Marwick LLP.
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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 Annual Report on Form 10-K for the fiscal
year ended June 30, 1994, and incorporated herein by reference.
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<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS AND STOCKHOLDERS
AIR METHODS CORPORATION:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Air Methods Corporation of our report dated February 13, 1998,
relating to the consolidation balance sheets of Air Methods Corporation and
subsidiary as of December 31, 1997 and 1996, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three-year period ended December 31, 1997, which report appears in
the December 31, 1997 Annual Report on Form 10-K of Air Methods Corporation. We
also consent to incorporation by reference in the registration statement of our
report dated June 2, 1998 relating to the statements of net assets of the Air
Methods Corporation 401(k) and Retirement Savings Plan as of December 31, 1997
and 1996, and the related statements of changes in net assets for the years then
ended, which report appears in the December 31, 1997 Annual Report on Form 11-K
of the Air Methods Corporation 401(k) and Retirement Savings Plan.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
August 5, 1998
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