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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 1996
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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NORTHWEST AIRLINES CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4205287
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
2700 LONE OAK PARKWAY
EAGAN, MINNESOTA 55121
(Address, including zip code, of Registrant's principal executive office)
NORTHWEST AIRLINES CORPORATION
STOCK PURCHASE PLAN
(Full title of the Plan)
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DOUGLAS M. STEENLAND, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NORTHWEST AIRLINES CORPORATION
2700 LONE OAK PARKWAY
EAGAN, MINNESOTA 55121
(612) 726-2111
(Name, address, including zip code, and telephone number, including area code,
of Registrant's agent for service)
COPIES TO:
WILSON S. NEELY, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
(212) 455-2000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount to Maximum Maximum Amount of
be Offering Price Aggregate Registration
Title of Securities to be Registered Per Share(a) Offering Price (a) Fee (a)
Registered
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<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par
value per share (b) 500,000 30.8125 15,406,250 4,668.56
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(a) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering
price and the amount of registration fee have been computed on the basis of
the average of the high and low prices per share of Class A Common Stock on
the NASDAQ National Market on October 16, 1996.
(b) Includes Preferred Share Purchase Rights which, prior to the occurrence of
certain events, will not be exercisable or evidenced separately from the
Class A Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed by Northwest Airlines Corporation
(the "Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this Registration
Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996; and
(c) the description of the Company's Class A Common Stock contained in the
Company's Registration Statement on Form 8-A, dated March 16, 1994,
the description of rights to purchase the Company's Series D Junior
Participating Preferred Stock contained in the Company's Registration
Statement on Form 8-A, dated November 17, 1995, and any amendment or
report filed pursuant to Section 12 of the Exchange Act for the
purpose of updating those descriptions.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein 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 which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement. The Exchange Act file number is 0-23642.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any persons
who are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer,
director, employee or agent or such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without
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judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director actually and
reasonably incurred.
In accordance with Section 102(b)(7) of the Delaware Law, the Second
Amended and Restated Certificate of Incorporation of the Company provides that
the directors of the Company shall not be personally liable to the Company or
its stockholders for monetary damages for violation of their fiduciary duty.
Article VIII of the bylaws, as amended, of the Company provides for
indemnification of the officers and directors of the Company to the full extent
permitted by applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not required.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
4.1 Second Amended and Restated Certificate of
Incorporation of Northwest Airlines Corporation
(filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1, File No. 33-
74210 (the "S-1") and incorporated herein by
reference).
4.2 Certificate of Amendment to the Company's Second
Amended and Restated Certificate of Incorporation
(filed as Exhibit 3.3 to the S-1 and incorporated
herein by reference).
4.3 Certificate of Designation of Series D Junior Participating
Preferred Stock of the Company (filed as Exhibit A to Exhibit 1
to the Company's Current Report on Form 8-K dated November 16,
1995 and incorporated herein by reference).
4.4 Amended and Restated Bylaws of the Company (filed
as Exhibit 3.2 to the S-1 and incorporated herein
by reference).
5.1 Opinion of Simpson Thacher & Bartlett
23.1 Consent of Ernst & Young LLP
23.2 Consent of Simpson Thacher & Bartlett (included in
Exhibit 5.1)
24 Power of Attorney (included in Part II of this
Registration Statement)
ITEM 9. UNDERTAKINGS.
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;
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(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement (except to the extent the information
required to be included by clauses (i) or (ii) is contained in
periodic reports filed by the Company pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference into this
Registration Statement);
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement.
(2) That, for the purposes of determining any liability under the
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 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 this 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.
(5) Insofar as indemnification for liabilities arising under the 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 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 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 Eagan, State of Minnesota, on this 17th day of
October, 1996.
NORTHWEST AIRLINES CORPORATION
(Registrant)
By /s/ Douglas M. Steenland
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Douglas M. Steenland
Senior Vice President,
General Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Douglas M. Steenland and Joseph E.
Francht, Jr., and each of them individually, his true and lawful agent, proxy
and attorney-in-fact, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to (i) act on,
sign and file with Securities and Exchange Commission any and all amendments
(including post-effective amendments) to this Registration Statement together
with all schedules and exhibits thereto, (ii) act on, sign and file with the
Securities and Exchange Commission any registration statement relating to this
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, (iii) act on, sign and file with the
Securities and Exchange Commission any exhibits to this Registration Statement
or any such registration statement or amendments (including post-effective
amendments), (vi) act on, sign and file such certificates, instruments,
agreements and other documents as may be necessary or appropriate in connection
therewith, (v) act on and file any supplement to any prospectus included in this
Registration Statement or any such registration statement or amendment and (vi)
take any and all actions which may be necessary or appropriate in connection
therewith, granting unto such agents, proxies and attorneys-in-fact, and each of
them individually, full power and authority to do and perform each and every act
and thing necessary or appropriate to be done, as fully for all intents and
purposes as he might or could do in person, hereby approving, ratifying and
confirming all that such agents, proxies and attorneys-in-fact, any of them or
any of his 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 below by the following persons in the
capacities and on the date indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ John H. Dasburg President, Chief Executive Officer and Director October 17, 1996
- -------------------------- (principal executive officer)
John H. Dasburg
/s/ James A. Lawrence Executive Vice President and Chief Financial Officer October 17, 1996
- -------------------------- (principal financial officer)
James A. Lawrence
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Mark W. Osterberg Vice President and Chief Accounting Officer October 17, 1996
- -------------------------- (principal accounting officer)
Mark W. Osterberg
/s/ Alfred A. Checchi Co-Chairman of the Board of Directors October 17, 1996
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Alfred A. Checchi
/s/ Gary L. Wilson Co-Chairman of the Board of Directors October 17, 1996
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Gary L. Wilson
/s/ Richard C. Blum Director October 17, 1996
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Richard C. Blum
/s/ Thomas Ducy Director October 17, 1996
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Thomas Ducy
/s/ Marvin L. Griswold Director October 17, 1996
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Marvin L. Griswold
Director September __, 1996
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Thomas L. Kempner
/s/ Frederic V. Malek Director October 17, 1996
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Frederic V. Malek
/s/ V. A. Ravindran Director October 17, 1996
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V.A. Ravindran
/s/ George J. Vojta Director October 17, 1996
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George J. Vojta
/s/ Duane E. Woerth Director October 17, 1996
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Duane E. Woerth
</TABLE>
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EXHIBIT INDEX
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4.1 Second Amended and Restated Certificate of
Incorporation of Northwest Airlines Corporation
(filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1, File No. 33-
74210 (the "S-1") and incorporated herein by
reference).
4.2 Certificate of Amendment to the Company's Second
Amended and Restated Certificate of Incorporation
(filed as Exhibit 3.3 to the S-1 and incorporated
herein by reference).
4.3 Certificate of Designation of Series D Junior Participating
Preferred Stock of the Company (filed as Exhibit A to Exhibit 1
to the Company's Current Report on Form 8-K dated November 16,
1995 and incorporated herein by reference).
4.4 Amended and Restated Bylaws of the Company (filed
as Exhibit 3.2 to the S-1 and incorporated herein
by reference).
5.1 Opinion of Simpson Thacher & Bartlett
23.1 Consent of Ernst & Young LLP
23.2 Consent of Simpson Thacher & Bartlett (included in
Exhibit 5.1)
24 Power of Attorney (included in Part II of this
Registration Statement)
<PAGE>
October 18, 1996
Northwest Airlines Corporation
2700 Lone Oak Parkway
Eagan, Minnesota 55121
Dear Sirs:
We have acted as your counsel in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Northwest Airlines
Corporation, a Delaware corporation (the "Company"), which you intend to file
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the "Securities Act"), relating to the offer by the Company of up
to 500,000 shares of the Company's Class A Common Stock, par value $.01 per
share (the "Shares"). The Shares will be subject to purchase by employees of
the Company pursuant to an open-market stock purchase plan (the "Plan").
We have examined an executed copy of the Registration Statement
(including the exhibits thereto) and originals, or copies certified or
otherwise identified to our satisfaction, of such documents and records of
the Company and we have made such other and further investigations as we deemed
necessary to enable us to express the opinions hereinafter set forth.
<PAGE>
Northwest Airlines Corporation -2- October 18, 1996
We hereby advise you that in our opinion, assuming effectiveness of the
Registration Statement under the Securities Act and assuming the Shares
subject to open-market purchase under the "Plan" consist of shares issued and
outstanding on the date of this opinion, such Shares have been duly
authorized and are legally issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and we express no
opinion herein other than with respect to the laws of the State of New York,
the federal law of the United States of America and the Delaware General
Corporation Law.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) pertaining to the Northwest Airlines Corporation
Stock Purchase Plan of our report dated February 23, 1996, with respect to the
consolidated financial statements of Northwest Airlines Corporation,
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995 and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
October 14, 1996
