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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
MESABA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1399425
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7501 26th Avenue South
Minneapolis, Minnesota 55450
(Address, including zip code, of principal executive offices)
______________
MESABA HOLDINGS, INC.
1994 STOCK OPTION PLAN
(Full title of the plan)
______________
Bryan K. Bedford
7501 26th Avenue South
Minneapolis, Minnesota 55450
(612) 726-5151
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
Christopher C. Cleveland, Esq.
Briggs and Morgan, P.A.
2400 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered Registered share (1) price fee
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Common Stock, 250,000 $13.25 $3,312,500 $1,004
$.01 par value shares
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(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and based upon the last reported sale
for such stock on February 19, 1997, as reported by the NASDAQ
National Market System.
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is being filed by Mesaba
Holdings, Inc. (the "Company") pursuant to General Instruction E
to the Form S-8 Registration Statement under the Securities Act of
1933, as amended, to register an additional 250,000 shares of the
Company's Common Stock, $.01 par value (the "Common Stock"), which
will be issued pursuant to the Company's 1994 Stock Option Plan
(the "Plan"). A total of 250,000 shares of Common Stock issuable
under the Plan have been previously registered pursuant to the
Company's Form S-8 Registration Statement filed with the
Securities and Exchange Commission on March 2, 1995 (Registration
No. 33-89930), and the information contained therein is hereby
incorporated by reference herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company incorporates herein by reference the following
documents or portions of documents, as of their respective dates
as filed with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1996, filed pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the
"1934 Act");
(b) The Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended June 30, 1996, September 30, 1996,
and December 31, 1996, filed pursuant to Section 13 of the
1934 Act; and
(c) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form S-
4, Registration No. 33-22977.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended, and prior to the
filing of a post-effective amendment 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
part hereof from the date of filing of such documents.
ITEM 8. EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Briggs and Morgan, Professional Association.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Briggs and Morgan, Professional Association
(included in Exhibit 5.1).
24.1 Powers of Attorney (included on Signature Page).
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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 Minneapolis, State of Minnesota, on the 21st day of February,
1997.
MESABA HOLDINGS, INC.
By /s/ Bryan K. Bedford
-----------------------
Bryan K. Bedford
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Bryan K. Bedford
and John S. Fredericksen, or either of them (with full power to
act alone), as his true and lawful attorneys-in-fact and agents,
with full powers of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to
this Registration Statement, and to 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 and agents, full power and authority to do and
perform each and every act and thing requisite or necessary to be
done in and about the premises, 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 and agents, or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons
in the capacities and on the date indicated.
/s/ Bryan K. Bedford February 21, 1997
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Bryan K. Bedford
President and Chief Executive Officer
(Principal Executive Officer) and Director
/s/ Robert H. Cooper February 21, 1997
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Robert H. Cooper
Director of Finance (Principal Financial Officer)
/s/ Jon R. Meyer February 21, 1997
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Jon R. Meyer
Controller (Principal Accounting Officer)
February 21, 1997
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Donald E. Benson
Director
/s/ Christopher E. Clouser February 21, 1997
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Christopher E. Clouser
Director
/s/ Richard B. Hirst February 21, 1997
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Richard B. Hirst
Director
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/s/ Carl R. Pohlad February 21, 1997
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Carl R. Pohlad
Director
/s/ Robert C. Pohlad February 21, 1997
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Robert C. Pohlad
Director
February ___,1997
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Donald A. Washburn
Director
/s/ Raymond W. Zehr, Jr. February 21, 1997
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Raymond W. Zehr, Jr.
Director
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Briggs and Morgan, Professional Association
23.1 Consent of Independent Public Accountants
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EXHIBIT 5.1
Briggs and Morgan
Professional Association
2400 IDS Center
Minneapolis, MN 55402
(612) 334-8400
February 21, 1997
Writer's Direct Dial Number: Writer's E-Mail Address:
(612) 334-8489 [email protected]
Mesaba Holdings, Inc.
7501 26th Avenue South
Minneapolis, MN 55450
Re: Mesaba Holdings, Inc.
1994 Stock Option Plan
Registration Statement on Form S-8
Gentlemen:
In connection with the proposed issuance of an additional
250,000 shares of common stock, $.01 par value (the "Shares"), of
Mesaba Holdings, Inc. (the "Company") to be issued upon exercise
of options granted under the Company's 1994 Stock Option Plan (the
"Plan") and registered with the Securities and Exchange Commission
on Form S-8, we have examined such documents and have reviewed
such questions of law as we have considered necessary and
appropriate for the purposes of this opinion and, based thereon,
we advise you that, in our opinion the Shares have been duly
authorized by the Company and when duly executed and authenticated
and paid for and delivered in accordance with the terms of the
Plan referred to above, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the above described Registration Statement.
Very truly yours,
BRIGGS AND MORGAN,
Professional Association
By /s/ Christopher C. Cleveland
-------------------------------
Christopher C. Cleveland
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated May 3, 1996, incorporated by reference in Mesaba
Holdings, Inc.'s Form 10-K for the year ended March 31, 1996, and
to all references to our firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
February 21, 1997
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Briggs and Morgan
Professional Association
2400 IDS Center
Minneapolis, MN 55402
(612) 334-8400
February 21, 1997
Writer's Direct Dial Number: Writer's E-Mail Address:
(612) 334-8489 [email protected]
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Mesaba Holdings, Inc.
Registration Statement on Form S-8
1994 Stock Option Plan
Ladies and Gentlemen:
On behalf of Mesaba Holdings, Inc. (the "Company"), we are
providing an EDGAR transmission of the Company's registration
statement on Form S-8 relating to an additional 250,000 shares of
the Company's common stock which will be issued pursuant to the
Company's 1994 Stock Option Plan.
The registrant hereby certifies that it has wire-transferred
the applicable filing fee to the Securities and Exchange
Commission's account at Mellon Bank.
Should you have any questions concerning this filing, please
contact the undersigned at the above number or Brett D. Anderson
of this office at (612) 334-8417.
Very truly yours,
/s/ Christopher C. Cleveland
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Christopher C. Cleveland
Enclosure
cc: Bryan K. Bedford
Brett D. Anderson, Esq.
