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As filed with the Securities and Exchange Commission on
October 27, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ATLANTIC COAST AIRLINES HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3621051
(State or Other (I.R.S. Employer
Jurisdiction Identification Number)
of Incorporation or
Organization)
515-A Shaw Road 20166
Dulles, VA (Zip Code)
(Address of Principal
Executive Offices)
1995 Stock Incentive Plan
(Full Title of the Plan)
Richard J. Kennedy, Esq.
General Counsel
Atlantic Coast Airlines Holdings, Inc.
515-A Shaw Road
Dulles, VA 20166
(Name and Address of Agent for Service)
(703) 925-6000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Ronald O. Mueller, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, NW, Suite 900
Washington, DC 20036
(202) 955-8500
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of Amount to be Maximum Maximum Registrati
Securities Registered Offering Aggregate on
to be Price Per Offering Fee
registered Share (1) Price
Common Stock,
par value $.02 1,000,000 $21.938 $21,938,000 $6,098.7
per share. . . shares 6
. . . . . .
(1) Calculated pursuant to Rule 457(c) based upon the average of
the high and low prices of the Common Stock on the Nasdaq
National Market on October 21, 1998, which was $21.938.
EXPLANATORY STATEMENT
This Registration Statement on Form S-8 registers 1,000,000
additional shares of Atlantic Coast Airlines Holdings, Inc.'s
(the "Company") common stock, par value $0.02 per share (the
"Common Stock"), to be offered pursuant to the Company's 1995
Stock Incentive Plan. Pursuant to General Instruction E to Form
S-8, the contents of the Company's registration statement on Form
S-8 (File No. 333-15795), which registers Common Stock that has
been or may be offered pursuant to the 1995 Stock Incentive Plan
and is effective, are incorporated herein by this reference.
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 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 Dulles, State of Virginia, on this 27 day of October, 1998.
ATLANTIC COAST AIRLINES HOLDINGS,
INC.
By: /S/ Kerry B.
Skeen
Kerry B. Skeen
President and Chief
Executive Officer
Each person whose signature appears below constitutes and
appoints Kerry B. Skeen and Richard J. Kennedy, and each of them,
his true and lawful attorney-in-fact, each with full power of
substitution and resubstitution, severally, 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 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 thing requisite and 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 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.
Signature Title Date
/S/ Kerry B. President, October 27, 1998
Skeen Chief Executive
Kerry B. Skeen Officer
and Director
(Principal Executive
Officer)
/S/ Paul H. Senior Vice October 27, 1998
Tate President,
Paul H. Tate Chief Financial
Officer, Treasurer
and Assistant
Secretary (Principal
Financial Officer and
Principal Accounting
Officer)
/S/ C. Edward Chairman of the October 27, 1998
Acker Board of Directors
C. Edward Acker
/S/ Robert E. Director October 27, 1998
Buchanan
Robert E. Buchanan
/S/ Susan MacGregor Director October 27, 1998
Coughlin
Susan MacGregor
Coughlin
/S/ Joseph W. Director October 27, 1998
Elsbury
Joseph W. Elsbury
/S/ James J. Director October 27, 1998
Kerley
James J. Kerley
/S/ James C. Director October 27, 1998
Miller
James C. Miller
/S/ Thomas J. Executive Vice October 27, 1998
Moore President, Chief
Thomas J. Moore Operating Officer
and Director
/S/ John M. Director October 27, 1998
Sullivan
John M. Sullivan
EXHIBIT INDEX
Exhibit
Sequentially
Number Description
Numbered Page
5 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP
(included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP
(independent accountants).
23.3 Consent of BDO Seidman, L.L.P.
(independent auditors).
Exhibit 5 and 23.1
October 27_, 1998
C 03596-00001
Atlantic Coast Airlines Holdings, Inc.
515-A Shaw Road
Dulles, VA 20166
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to an aggregate of 1,000,000 shares of Common
Stock, par value $.02 per share, of Atlantic Coast Airlines
Holdings, Inc., a Delaware corporation (the "Company"), which are
the subject of a registration statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"). The shares of Common Stock (the
"Shares") subject to the Registration Statement may be issued
under the Company's 1995 Stock Incentive Plan (the "Plan").
We have examined the original, or a photostatic or certified
copy, of such records of the Company, certificates of officers of
the Company and of public officials and such other documents as
we have determined relevant and necessary as the basis for the
opinion set forth below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of
such copies.
Based upon our examination mentioned above, we are of the
opinion that the Shares have been validly authorized for issuance
and, when issued and sold in accordance with the terms set forth
in the Registration Statement and the Plan, and, when (a) the
Registration Statement has become effective under the Act,
(b) the pertinent provisions of any applicable state securities
law have been complied with, and (c) in the case of options
issued under the Plan, the Shares have been paid for, the Shares
so issued will be legally issued and will be fully paid and
nonassessable.
We consent to the filing of this opinion as an Exhibit to
the Registration Statement and to the reference to our firm
appearing on the cover of the Registration Statement. In giving
this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Act or
the General Rules and Regulations of the Commission.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
ROM/JDF
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Atlantic Coast Airlines Holdings, Inc.:
We consent to the incorporation by reference in the registration
statement on Form S-8 of Atlantic Coast Airlines Holdings, Inc.
of our report dated January 28, 1998, except as to note 17 which
is as of March 4, 1998, relating to the consolidated balance
sheet of Atlantic Coast Airlines, Inc. and subsidiary (the
"Company") as of December 31, 1997 and the related consolidated
statements of operations, cash flows and changes in stockholders'
equity for the year then ended, which report appears in the
December 31, 1997 Annual Report on Form 10-K of the Company.
KPMG Peat Marwick LLP
Washington, DC
October 27, 1998
Exhibit 23.3
CONSENT OF INDEPENDENCE CERTIFIED PUBLIC ACCOUNTANTS
Atlantic Coast Airlines Holdings, Inc.
Dulles, Virginia
We hereby consent to the incorporation by reference in
the Registration Statement (Form S-8), pertaining to the Atlantic
Coast Airlines Holdings, Inc. 1995 Stock Incentive Plan of our
report dated January 24, 1997, relating to the consolidated
financial statements and schedules of Atlantic Coast Airlines
Holdings, Inc. appearing in or incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December
31, 1997.
BDO Seidman, LLP
Washington, DC
October 27, 1998
