As filed with the Securities and Exchange Commission on June 20, 1997
Registration No. 333-
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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
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AMTRAN, INC.
(Exact name of registrant as specified in its charter)
Indiana
(State or other jurisdiction of
incorporation or organization)
35-1617970
(I.R.S. Employer
Identification No.)
7337 West Washington Street
Indianapolis, Indiana 46231
(317) 240-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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1996 Incentive Stock Plan for
Key Employees of Amtran, Inc. and its Subsidiaries
(Full title of the plan)
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Kenneth K. Wolff
Chief Financial Officer
Amtran, Inc.
7337 West Washington Street
Indianapolis, Indiana 46231
(317) 240-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Each Class Maximum Maximum
of Securities Offering Aggregate Amount of
to be Amount to be Price Offering Registration
Registered Registered(1) Per Share Price Fee
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1,888,000 Shares $8.1875 (2) $ 15,458,000 $4684.25
Common Stock, 675,000 Shares $7.0625 (3) $ 4,767,188 $1444.61
without par 362,000 Shares $9.00 (4) $ 3,258,000 $ 987.28
value........ 75,000 Shares $9.125 (5) $ 684,375 $ 207.39
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(1) This Registration Statement also covers an indeterminate number
of additional shares of the Registrant's Common Stock as may be issuable or
saleable by reason of the anti-dilution and adjustment provisions of the 1996
Incentive Stock Plan for Key Employees of Amtran, Inc. and its Subsidiaries.
(2) The price of $8.1875 per share, which was the average of the high
and low prices of Common Stock as reported on The NASDAQ National Market System
on June 18, 1997, is set forth solely for purposes of calculating the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended.
(3) The price of $7.0625 per share, is based upon the exercise price
of certain options granted to date, and is set forth solely for the purposes of
calculating the registration fee pursuant to Rule 457(h) under the Securities
Act of 1933, as amended.
(4) The price of $9.00 per share, is based upon the exercise price of
certain options granted to date, and is set forth solely for the purposes of
calculating the registration fee pursuant to Rule 457(h) under the Securities
Act of 1933, as amended.
(5) The price of $9.125 per share, is based upon the exercise price
of certain options granted to date, and is set forth solely for the purposes of
calculating the registration fee pursuant to Rule 457(h) under the Securities
Act of 1933, as amended.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Commission.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Amtran,
Inc. (the "Company") are incorporated herein by reference as of
their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (and the documents incorporated by
reference therein).
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 (and the documents incorporated by reference
therein).
(c) The Company's Registration Statement on Form S-1 (File No.
33-59630) filed with the Commission on March 16, 1993, containing a
description of the Common Stock.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, after the date hereof 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
and to be part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any subsequently filed document that 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 Registration Statement.
The Company will provide without charge to each person to whom
a copy of this Registration Statement is delivered, upon the written
or oral request of such person, a copy of any or all of the
documents incorporated by reference (except for exhibits thereto
unless specifically incorporated by reference therein). Requests for
such copies should be directed to Amtran, Inc., 7337 West Washington
Street, Indianapolis, Indiana 46231, Attention: Chief Financial
Officer (telephone (317) 240-7000).
Item 4. Description of Securities.
The class of securities to be offered pursuant to this
registration statement have been registered under Section 12 of the
Exchange Act. See Item 3 - Incorporation of Documents by Reference.
Item 5. Interest of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been passed
upon by Brian T. Hunt, General Counsel of the Company.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Information relating to indemnification of directors and
officers is incorporated by reference herein from Item 14 of the
Company's Registration Statement on Form S-1 (No. 33-59630).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
*3(a) Restated Articles of Incorporation of the
Company (filed as Exhibit 3(a) to the Company's
Registration Statement on Form S-1 (File No.
33-59630) filed with the Commission on March 16,
1993).
*3(b) By-laws of the Company (filed as Exhibit 3(b) to
the Company's Registration Statement on Form S-1
(File No. 33-59630) filed with the Commission on
March 16, 1993).
*4(a) Description of the Company's Common Stock
(contained in the Company's Registration
Statement on Form S-1 (File No. 33-59630) filed
with the Commission on March 16, 1993).
*4(b) Specimen Certificate of the Company's Common
Stock (filed as Exhibit 4 to the Company's
Registration Statement on Form S-1 (File No.
33-59630) filed with the Commission on March 16,
1993).
5 Opinion of Brian T. Hunt, General Counsel of the
Company.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Brian T. Hunt, General Counsel of the
Company (included in Exhibit 5).
24 Powers of Attorney (contained on signature
page).
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* Incorporated herein by reference.
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 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, as amended (the "Securities Act"), each
such post-effective amendment shall be deemed to be a new
registration statement
<PAGE>
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.
(b) The undersigned registrant hereby undertakes that, for the
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 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 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.
(c) 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 Commission 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.
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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 Indianapolis,
State of Indiana, on this 19th day of June, 1997.
AMTRAN, INC.
By /s/ J. GEORGE MIKELSONS
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J. George Mikelsons
Chairman of the Board of Directors
Each person whose signature appears below appoints J. George
Mikelsons, as his true and lawful attorney-in-fact and agent, 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, and to file the same, with all exhibits
thereto and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and anything appropriate or necessary to
be done, as fully and for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his 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 dates indicated.
Signatures Titles Dates
/s/ DALEN D. THOMAS Senior Vice President, June 19, 1997
- -------------------------- Sales, Marketing and
Dalen D. Thomas Strategic Planning and
Director
/s/ ANDREJS P. STIPNIEKS Director June 19, 1997
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Andrejs P. Stipnieks
/s/ KENNETH K. WOLFF Executive Vice President and June 19, 1997
- -------------------------- Chief Financial Officer and
Kenneth K. Wolff Director
Director
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Robert A. Abel
Executive Vice President and
- --------------------------- Chief Operating Officer and
James W. Hlavacek Director
/s/ WILLIAM P. ROGERS, JR. Director June 19, 1997
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William P. Rogers, Jr.
/s/ J. GEORGE MIKELSONS Chairman of the Board of June 19, 1997
- ------------------------- Directors
J. George Mikelsons
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EXHIBIT INDEX
Exhibit
Number Description
*3(a) Restated Articles of Incorporation of the
Company (filed as Exhibit 3(a) to the
Company's Registration Statement on Form
S-1 (File No. 33-59630) filed with the
Commission on March 16, 1993).
*3(b) By-laws of the Company (filed as Exhibit
3(b) to the Company's Registration Statement
on Form S-1 (File No. 33-59630) filed with
the Commission on March 16, 1993).
*4(a) Description of the Company's Common Stock
(contained in the Company's Registration
Statement on Form S-1 (File No. 33-59630)
filed with the Commission on March 16,
1993).
*4(b) Specimen Certificate of the Company's
Common Stock (filed as Exhibit 4 to the
Company's Registration Statement on Form
S-1 (File No. 33-59630) filed with the
Commission on March 16, 1993).
5 Opinion of Brian T. Hunt, General Counsel
of the Company.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Brian T. Hunt, General Counsel
of the Company (included in Exhibit 5).
24 Powers of Attorney (contained on signature
page).
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* Incorporated herein by reference.
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EXHIBIT 5
[Letterhead of]
AMTRAN, INC.
June 19, 1997
Amtran, Inc.
Registration Statement on Form S-8
Dear Sirs:
I am the General Counsel of Amtran, Inc., an Indiana
corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed by
the Company on the date hereof with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to 3,000,000 shares of
Common Stock, without par value, of the Company (the "Common
Stock"), which may be issued pursuant to the 1996 Incentive Stock
Plan for Key Employees of Amtran, Inc. and its Subsidiaries (the
"Plan").
In connection with the foregoing, I have examined originals, or
copies certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments as I have deemed
necessary or appropriate for the purpose of this opinion.
Based upon the foregoing, I am of the opinion that the Common
Stock is validly authorized and, when issued under the Plan in
accordance with the terms thereof for reasonably sufficient
consideration, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, I do not thereby
admit that I am within the category of persons whose consent is
required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ BRIAN T. HUNT
Brian T. Hunt
General Counsel
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement on Form S-8 and related
Prospectus pertaining to the 1996 Incentive Stock Plan for Key
Employees of Amtran, Inc. and its Subsidiaries and to the
incorporation by reference therein of our report dated February 7,
1997, with respect to the consolidated financial statements of
Amtran, Inc. incorporated by reference in its Annual Report on Form
10-K for the year ended December 31, 1996, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Indianapolis, Indiana
June 16, 1997
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EXHIBIT 24
POWERS OF ATTORNEY
Contained on signature page.
