<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------------
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)
THE NORTHWEST AIRLINES CORPORATION
1998 PILOTS STOCK OPTION PLAN
(Full title of the Plan)
----------------------
DOUGLAS M. STEENLAND, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NORTHWEST AIRLINES CORPORATION
2700 LONE OAK PARKWAY
EAGAN, MINNESOTA 55121
(612) 726-6500
(Name, address, including zip code, and telephone number,
including area code, of Registrant's agent for service)
COPIES TO:
ROBERT L. FRIEDMAN, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
(212) 455-2000
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES TO AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED BE REGISTERED PER SHARE(a) OFFERING PRICE(a) REGISTRATION FEE(a)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per
share(b)................... 2,500,000 $22.81 $57,025,000 $15,852.95
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</TABLE>
(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 Common Stock
on the Nasdaq National Market on October 22, 1998.
(b) Includes Preferred Share Purchase Rights which prior to the occurrence of
certain events will not be exercisable or evidenced separately from the
Common Stock.
<PAGE>
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, 1997, as amended by the Form 10-K/A for the fiscal year
ended December 31, 1997;
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998;
(c) the Company's Current Reports on Form 8-K, filed February 19, 1998,
April 3, 1998, June 18, 1998, July 14, 1998 and September 1, 1998;
and
(d) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A/A, dated as of
April 30, 1998, 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/A, dated as of
July 14, 1998, 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 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.
<PAGE>
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 (the "Company") (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 Amendment to the Company's Second Amended and Restated
Certificate of Incorporation (filed as Exhibit 2.6 to the Company's
Registration Statement on Form 8-A/A, dated as of April 30, 1998 (the
"Form 8-A/A"), and incorporated herein by reference).
4.4 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 as of November 16, 1995 and
incorporated herein by reference).
4.5 Amended and Restated Bylaws of the Company (filed as Exhibit 2.7 to
the Form 8-A/A 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities 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;
(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;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d)
1
<PAGE>
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in this 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.
The undersigned Registrant hereby undertakes 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 Section 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 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.
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 provisions set forth in response to Item 15, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange 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.
2
<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 Eagan, State of Minnesota, on this 28th day of
October, 1998.
NORTHWEST AIRLINES CORPORATION
By /s/ Douglas M. Steenland
----------------------------
Douglas M. Steenland
Executive 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 Mickey P.
Foret 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 the Securities and Exchange Commission any and all
amendments (including posteffective 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), (iv) 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John H. Dasburg President, Chief Executive Officer and October 28, 1998
- ----------------------------- Director (Principal Executive Officer)
John H. Dasburg
3
<PAGE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Mickey P. Foret Executive Vice President and Chief October 28, 1998
- ----------------------------- Financial Officer (Principal Financial
Mickey P. Foret Officer)
/s/ Rolf S. Andresen Vice President-Finance and Chief October 28, 1998
- ----------------------------- Accounting Officer (Principal
Rolf S. Andresen Accounting Officer)
/s/ Gary L. Wilson
- ----------------------------- Chairman of the Board of Directors October 28, 1998
Gary L. Wilson
/s/ Richard C. Blum
- ----------------------------- Director October 28, 1998
Richard C. Blum
/s/ Alfred A. Checchi
- ----------------------------- Director October 28, 1998
Alfred A. Checchi
/s/ Doris Kearns Goodwin
- ----------------------------- Director October 28, 1998
Doris Kearns Goodwin
- ----------------------------- Director
Marvin L. Griswold
/s/ Dennis F. Hightower
- ----------------------------- Director October 28, 1998
Dennis F. Hightower
/s/ George J. Kourpias
- ----------------------------- Director October 28, 1998
George J. Kourpias
/s/ Frederic V. Malek
- ----------------------------- Director October 28, 1998
Frederic V. Malek
/s/ Walter F. Mondale
- ----------------------------- Director October 28, 1998
Walter F. Mondale
4
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
- ----------------------------- Director
V.A. Ravindran
- ----------------------------- Director
Leo M. van Wijk
/s/ George J. Vojta
- ----------------------------- Director October 28, 1998
George J. Vojta
/s/ Duane E. Woerth
- ----------------------------- Director October 28, 1998
Duane E. Woerth
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
<S> <C> <C>
4.1 Second Amended and Restated Certificate of Incorporation
of Northwest Airlines Corporation (the "Company") (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 hereby by reference).
4.3 Certificate of Amendment to the Company's Second Amended
and Restated Certificate of Incorporation (filed as
Exhibit 2.6 to the Company's Registration Statement
on Form 8-A/A, dated as of April 30, 1998 (the "Form 8-A/A"),
and incorporated herein by reference).
4.4 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 as of
November 16, 1995 and incorporated herein by reference).
4.5 Amended and Restated Bylaws of the Company (filed as Exhibit
2.7 to the Form 8-A/A 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)
</TABLE>
6
<PAGE>
EXHIBIT 5.1
[Letterhead of Simpson Thacher & Bartlett]
October 27, 1998
Northwest Airlines Corporation
2700 Lone Oak Parkway
Eagan, Minnesota 55121
Ladies and Gentlemen:
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 the Company intends to file with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the issuance by the Company under The Northwest
Airlines Corporation 1998 Pilots Stock Option Plan (the "Plan") of 2,500,000
shares of the Company's Common Stock, par value $0.01 per share (the "Common
Stock").
We have examined a copy of the Registration Statement (including the
exhibits thereto) and originals, or duplicates or certified or conformed copies,
of such corporate records, documents or other instruments of the Company and
have made such other and further investigations as we deemed necessary to enable
us to express the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as duplicates or certified or conformed copies, and the
authenticity of the originals of such documents.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we hereby advise you that in our opinion, the shares of Common
Stock which are being registered pursuant to the Registration Statement have
been duly authorized by the Company, and when issued and sold as contemplated by
the Registration Statement and the Plan, such shares will be validly issued,
fully paid and nonassessable.
We are members of the Bar of the State of New York, and we do not express
any opinion herein concerning any law other than the federal law of the United
States of America and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the 1998 Pilots Stock Option Plan of Northwest
Airlines Corporation of our report dated January 25, 1998, with respect to the
consolidated financial statements and schedule of Northwest Airlines
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Minneapolis, Minnesota
October 23, 1998
