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 Identification Number)
incorporation or organization)
7501 26th Avenue South
Minneapolis, Minnesota 55450
(Address of principal executive offices)
_________________________
MESABA HOLDINGS, INC.
1994 STOCK OPTION PLAN
(Full title of the plan)
_________________________
John S. Fredericksen
7501 26th Avenue South
Minneapolis, Minnesota 55450
(Name and address of agent for service)
(612) 726-5151
(Telephone number, including area code, of agent for service)
COPIES TO:
Christopher C. Cleveland, Esq.
Briggs and Morgan,
Professional Association
2400 IDS Center
Minneapolis, MN 55402-2157
(612) 334-8400
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Title of each Proposed Proposed
class of Amount to be maximum maximum Amount of
securities to registered offering aggregate registration
be registered (1) price per offering fee
share (2) price
- ------------------------------------------------------------------------------
Common Stock,
par value $.01 per 450,000 Shares $13.4063 $6,032,835.00 $1,677.13
share .......
- ------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Mesaba Holdings, Inc. 1994
Stock Option Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of Common Stock.
(2) Calculated solely for the purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low sales prices for such stock as reported by the Nasdaq
Stock Market on July 26,1999.
<PAGE>
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 450,000 shares of the Company's Common Stock,
$.01 par value (the "Common Stock"), issuable pursuant to the Company's
1994 Stock Option Plan (the "Plan"). A total of 750,000 shares of
Common Stock issuable under the Plan have been previously registered
pursuant to the Company's Form S-8 Registration Statements filed with
the Securities and Exchange Commission on March 2, 1995 (Registration
No. 33-89930), and February 21, 1997 (Registration No. 33-22977) and the
information contained therein is hereby incorporated by reference
herein.
<PAGE>
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, 1999;
(b) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form S-4, Registration No. 33-
22977 and Exhibit 3 to the Company's Quarterly Reports on Form 10-Q
for the fiscal quarters ended September 30, 1997 and September 30,
1998.
(c) The Company's Current Report on Form 8-K filed with the
Commission on June 30, 1999, relating to the resignation of the
Company's President and Chief Executive Officer.
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 6. Indemnification of Directors and Officers
The Registrant, as a Minnesota corporation, is subject to the
Minnesota Business Corporation Act Section 302A.521, which provides that
a corporation shall indemnify any director, officer, employee or agent
of the corporation made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity (as
defined) of the person, against judgments, penalties, fines, settlements
and reasonable expenses incurred by the person in connection with the
proceeding if such person: (i) has not been indemnified by another
organization with respect to the same proceeding; (ii) acted in good
faith; (iii) received no improper personal benefit; (iv) in the case of
a criminal proceeding, had no reasonable cause to believe the conduct
was unlawful; (v) when acting in such person's official capacity,
reasonably believed that the conduct was in the best interest of the
Company; and (vi) when acting in an official capacity to another
organization or employee benefit plan, at the request of the Company,
reasonably believed that the conduct was not opposed to the best
interest of the Company. Section 302A.521 also provides that the
articles or bylaws of a company may prohibit indemnification or advances
of expenses otherwise required by Section 302A.521 or may impose
conditions on indemnification or advances of expenses in addition to
the conditions described above, including, without limitation, monetary
limits on indemnification or advances of expenses, if the conditions
apply equally, to all persons or to all persons within a given
<PAGE>
class. "Proceeding" means a threatened, pending or completed civil,
criminal, administrative, arbitration or investigative proceeding,
including one by or in the right of the corporation. Article VI of the
Company's Bylaws provides that to the fullest extent permitted by the
Minnesota Business Corporation Act, a director of the Company shall not
be personally liable to the Company or its shareholders for monetary
damages for any breach of fiduciary duty as a director.
Item 8. Exhibits.
Number Description
4.1 Restated Articles of Incorporation. Incorporated by reference
to Exhibit 3.1 to the Company's Form 10-Q for the quarter
ended September 31, 1995.
4.2 Articles of Amendment to the Company's Articles of
Incorporation. Incorporated by reference to Exhibit 3A to the
Company's 10-Q for the quarter ended September 30, 1997.
4.3 Articles of Amendment to the Company's Articles of
Incorporation, dated August 31, 1998. Incorporated by
reference to the Company's Form 10-Q for the quarter ended
September 30, 1998.
4.4 Bylaws. Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-4, Registration No.
33-22977
4.5 Specimen certificate for shares of the Common Stock of the
Company. Incorporated by reference to Exhibit 4A to the
Company's Form 10-K for the year ended March 31, 1989.
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).
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; (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, represent a fundamental change in the information set forth
in the registration statement; and (iii) to include any material
<PAGE>
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, 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act 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.
(b) Insofar as indemnification for liabilities arising under the
Securities 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
SEC such indemnification is against public policy as expressed in the
Securities 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 Securities Act and will
be governed by the final adjudication of such issue.
<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 Minneapolis,
State of Minnesota, on the 16th day of July, 1999.
MESABA HOLDINGS, INC.
By
/s/ John S. Fredericksen
----------------------------
John S. Fredericksen
Interim Chief Executive Officer;
Vice President, Administration;
General Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John S. Fredericksen and Jon R.
Meyer, 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/ John S. Fredericksen Interim Chief Executive Officer; July 16, 1999
- ------------------------ Vice President,Administration;
John S. Fredericksen General Counsel and Secretary
(Principal Executive Officer)
/s/ Robert H. Cooper Vice President, Chief Financial July 16, 1999
- ------------------------ Officer and Treasurer
Robert H. Cooper (Principal Financial Officer)
/s/ Jon R. Meyer Controller July 16, 1999
- ------------------------ (Principal Accounting Officer)
Jon R. Meyer
<PAGE>
/s/ Bryan K. Bedford Director July 16, 1999
- ------------------------
Bryan K. Bedford
/s/ Donald E. Benson Director July 16, 1999
- ------------------------
Donald E. Benson
/s/ Christopher E. Clouser Director July 19, 1999
- ------------------------
Christopher E. Clouser
/s/ Richard B. Hirst Director July 19, 1999
- ------------------------
Richard B. Hirst
/s/ John S. Kern Director July 20, 1999
- ------------------------
John S. Kern
/s/ Carl R. Pohlad Director July 16, 1999
- ------------------------
Carl R. Pohlad
/s/ Robert C. Pohlad Director July 16, 1999
- ------------------------
Robert C. Pohlad
/s/ Raymond W. Zehr, Jr. Director July 16, 1999
- ------------------------
Raymond W. Zehr, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4.1 Restated Articles of Incorporation. Incorporated by reference
to Exhibit 3.1 to the Company's Form 10-Q for the quarter
ended September 31, 1995.
4.2 Articles of Amendment to the Company's Articles of
Incorporation. Incorporated by reference to Exhibit 3A to the
Company's 10-Q for the quarter ended September 30, 1997.
4.3 Articles of Amendment to the Company's Articles of
Incorporation, dated August 31, 1998. Incorporated by
reference to the Company's Form 10-Q for the quarter ended
September 30, 1998.
4.4 Bylaws. Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-4, Registration No.
33-22977
4.5 Specimen certificate for shares of the Common Stock of the
Company. Incorporated by reference to Exhibit 4A to the
Company's Form 10-K for the year ended March 31, 1989.
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).
<PAGE>
EXHIBIT 5.1
Briggs and Morgan
Professional Association
2400 IDS Center
Minneapolis, MN 55402
(612) 334-8400
July 28, 1999
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 450,000 shares of common stock, $.01 par value
(the "Shares"), of Mesaba Holdings, Inc. (the "Company") issuable upon
exercise of options granted under the Company's 1994 Stock Option Plan
(the "Plan") and included in a Registration Statement 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, 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
<PAGE>
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 7, 1999 incorporated by reference to Mesaba Holdings, Inc.'s
Form 10-K for the year ended March 31, 1999, and to all references to
our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
July _____, 1999
<PAGE>
Briggs and Morgan
Professional Association
2400 IDS Center
Minneapolis, MN 55402
(612) 334-8400
July 29, 1999
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 450,000 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.
Very truly yours,
/s/ Christopher C. Clevelan
Christopher C. Cleveland
Enclosure
cc: John S. Fredericksen
