Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933
RENO AIR, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0259913
State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
220 Edison Way, Reno, Nevada 89502
(Address of Principal Executive Offices) (Zip Code)
Reno Air Employee Stock Incentive Plan
and
Reno Air Director Stock Option Plan
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(Full title of the plans)
Robert M. Rowen
General Counsel and Secretary
Reno Air, Inc., 220 Edison Way, Reno, Nevada 89502
(702) 686-3807
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered* Per Share** Offering Price** Fee
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Common Stock, $8.31/$4.83 $19,667,220 $5,801.83
par value 2,900,000 shares
$.01 per share
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(see footnotes on following page)
<PAGE>
S-81197
FOOTNOTES
* This Registration Statement also relates to such indeterminate number
of additional shares as may be issuable pursuant to stock splits,
stock dividends, or similar transactions.
** The proposed maximum offering price per share of Common Stock and the
proposed maximum aggregate offering price are calculated solely for
the purpose of determining the registration fee pursuant to Rule 457(h)
under the Securities Act of 1933. With respect to 1,626,500 shares of
Common Stock as to which stock options were granted prior to the date
hereof, the registration fee is based on the weighted average exercise
price per share of $8.31; and with respect to the balance of the
shares being registered (consisting of 1,273,500 shares of Common
Stock), the fee is based on a price of $4.83 per share, which is the
average of the high and low sale prices of the Common Stock on
December 22, 1997, as quoted on the Nasdaq National Market.
This Registration Statement relates to securities to be offered and sold
under the Reno Air Director Stock Option Plan and additional securities to be
offered and sold under the Reno Air Employee Stock Incentive Plan (formerly
known as the Reno Air Stock Option Plan (the "Plan")). Securities offered and
sold under the Plan were also registered by means of Registration Statements on
Form S-8, No. 33-57632 filed with the Securities and Exchange Commission on
February 1, 1993, and No. 33-88986 filed with the Securities and Exchange
Commission on January 31, 1995 (the "Prior Registration Statements). Pursuant to
General Instruction E to Form S-8, the contents of both of such Prior
Registration Statements are incorporated herein by reference.
<PAGE>
PART II
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement in
addition to the exhibits incorporated by reference from the Prior Registration
Statements.
Number Description Method of Filing
4.1 Reno Air Employee Stock Incentive Incorporated by reference to
Plan (as restated effective May 22, Exhibit 10.3 to Reno Air's
1997) Quarterly Reporton Form 10-Q
for the three months ended
September 30, 1997.
4.2 Reno Air Director Stock Option Plan Incorporated by reference to
Exhibit 10.4 to Reno Air's
Quarterly Report on Form 10-Q
for the three months ended
September 30, 1997.
5.1 Opinion of Walther, Key, Maupin, Filed herewith
Oats, Cox, Klaich & LeGoy
23.1 Consent of Ernst & Young LLP Filed herewith
23.2 Consent of Arthur Andersen LLP Filed herewith
23.3 Consent of Walther, Key, Maupin, Contained in Exhibit 5.1
Oats, Cox, Klaich & LeGoy
24.1 Power of Attorney Included in signature page
SIGNATURES AND POWER OF ATTORNEY
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 Reno, State of Nevada, on December 30, 1997.
RENO AIR, INC.
By: ___/s/ B. J. RONE______________________
B.J. Rone, on behalf of the Company
and as Senior Vice President - Finance and
Chief Financial Officer
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Lee M. Hydeman, Robert W.
Reding and Robert M. Rowen, and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution for him and on his behalf, and in his name,
place and stead, in any and all capacities to execute and sign any and all
amendments or 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
attorney-in-fact and agents, and each of them, 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 any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.
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 dates indicated.
Signature Capacity Date
DONALD L. BECK Director December 30, 1997
Donald L. Beck
BARRIE K. BRUNET Director December 30, 1997
Barrie K. Brunet
LEE M. HYDEMAN Director December 30, 1997
Lee M. Hydeman
JOE M. KILGORE Director December 30, 1997
Joe M. Kilgore
JAMES T. LLOYD Director December 30, 1997
James T. Lloyd
ROBERT W. REDING Director and Chief December 30, 1997
Robert W. Reding Executive Officer
WAYNE L. STERN Director December 30, 1997
Dr. Wayne L. Stern
AGNIESZKA WINKLER Director December 30, 1997
Agnieszka Winkler
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement in
addition to the exhibits incorporated by reference.
Number Description Method of Filing
5.1 Opinion of Walter, Key, Maupin, Oats, Cox, Filed herewith
Klaich & LeGoy
23.1 Consent of Ernst & Young LLP Filed herewith
23.2 Consent of Arthur Andersen LLP Filed herewith
23.3 Consent of Walter, Key, Maupin, Oats, Cox, Contained in
Klaich & LeGoy Exhibit 5.1
24.1 Power of Attorney Included in
signature page
Exhibit 5.1
November 24, 1997
Reno Air, Inc.
220 Edison Way
Reno, NV 89502
Attn: Robert M. Rowen, Esq.
Vice President & General Counsel
Re: Registration Statement on Form S-8/Reno Air, Inc. (the "Company")
Ladies and Gentlemen:
Reference is made to the Reno Air Employee Stock Incentive Plan dated
May 22, 1997, formerly known as the Reno Air Stock Option Plan (the "Plan"), the
Reno Air Director Stock Option Plan dated May 27, 1997, and to the resolutions
of the Company's Board of Directors dated March 10, 1995, February 8, 1996, and
March 24, 1997, and the votes of the Company's stockholders dated May 17, 1995,
May 23, 1996, and May 22, 1997, providing for, in the aggregate, 2,900,000
shares of the Company's common stock, $.01 par value (the "Shares") to be
available for issuance upon exercise of options under the Plan. You have
requested our opinion with respect to certain aspects of the 2,900,000 shares
included in the Company's registration statement on Form S-8 dated November 24,
1997 (the "Registration Statement") filed with the Securities and Exchange
Commission with respect to the Plan.
In our role as special counsel to the company, we have examined the
original or certified copies of such records of the Company and such agreements,
certificates of public officials, certificates of officers or representatives of
the Company and others, and such other documents as we deem relevant and
necessary have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all items submitted to us as
originals, and the conformity with originals of all items submitted to us as
copies. As to various questions of fact material to such opinion, we have relied
upon statements or certificates of officials and representatives of the Company
and others. In addition, we have considered such questions of law as we deem
necessary for the purpose of rendering the opinion set forth herein.
The opinion hereafter expressed is subject to the following
qualifications:
1. Nothing contained herein shall in any way be deemed or interpreted
as an opinion as to whether the offering or issuance of the Shares under the
Registration Statement complies with the securities laws of the United States or
of any of the states of the United States, including, but not limited to, the
Securities Act of 1933, as amended, the Securities and Exchange Act of 1934, as
amended, and all state securities or "Blue Sky" laws, including Nevada's
securities laws.
2. We are members of the bar of the State of Nevada and express no
opinion as to federal laws or the laws of any state other than the State of
Nevada.
3. We have assumed that the Shares under the Plan will have been issued
only upon compliance with all terms and conditions of the Plan and the
agreements with Plan participants entered into under the Plan.
4. We have assumed that proper, valid, and legal consideration will be
received by the Company in return for the issuance of all Shares described in
the Registration Statement.
Based upon the subject of the foregoing, we are of the opinion that:
When the Registration Statement as then amended shall have been
declared effective under the Securities Act of 9193, as amended, and
the Shares are issued as described in the Registration Statement, the
Shares will constitute legally issued, fully paid, and non-assessable
securities of the Company.
The opinion set forth above is based upon facts and circumstances as
they exist as of the date of this opinion. We are under no duty to revise this
opinion for matters occurring after the date of this opinion, including without
limitation, amendments by the Company to the Registration Statement.
Furthermore, we undertake no duty to revise this opion as to any applicable law,
statute, rule or regulation which may hereafter be amended, altered or repealed.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company under
the securities or "Blue Sky" laws of any state. In giving such consent, we do
not thereby admit that we are included within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations promulgated thereunder, and specifically deny such
inclusion. Such consent is given solely for purposes of rendering a legal
opinion regarding the legality of the issuance of the securities under the laws
of the State of Nevada and not under federal or state securities laws.
Sincerely yours,
WALTHER, KEY, MAUPIN, OATS,
COX, KLAICH & LeGOY
By: ROBERT A. WINKEL
Robert A. Winkel
RAW/dk
A:\emp-stk.inc
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1992 Stock Option Plan of Reno Air, Inc. of our
report dated February 18, 1997, with respect to the financial statements of Reno
Air, Inc. included in its Annual Report (Form 10-K) for the year ended December
31, 1996 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Reno, Nevada
December 29, 1997
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our report dated
March 28, 1995, included in Reno Air, Inc.'s Form 10-K for the year ended
December 31, 1994, and to all references to our Firm included in this
registration statement and the related prospectus documents.
ARTHUR ANDERSEN LLP
Phoenix, Arizona
December 29, 1997
