<PAGE>
As filed with the Securities and Exchange Commission on October 3, 1996.
Registration No. 333-_____
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________________________________
FRONTIER AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1256945
- ---------------------------- -----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
12015 East 46th Avenue, Denver, CO 80239 (303)
------------------------------------------------
(Address of Registrant's principal executive offices)
FRONTIER AIRLINES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plan)
Arthur T. Voss
Frontier Airlines, Inc.
12015 East 46th Avenue
Denver, Colorado 80239
(303) 371-7400
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Proposed Maxi- Proposed Maxi-
Title of Securities Amount to Be mum Offering mum Aggregate Amount of
to be Registered Registered Price Per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------
Common Stock 184,959 Shares $6.90* $1,276,217.10* $440.07
- ----------------------------------------------------------------------------------------
* Determined solely for the purpose of calculating the registration fee based
on the closing bid price of shares of the Common Stock on the Nasdaq
SmallCap Market on October 1, 1996.
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
Frontier Airlines, Inc. (the "Company") hereby incorporates by
reference in this Registration Statement the following documents:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1996;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1996; and
(c) A description of the Company's Common Stock as contained in the
Company's Registration Statement on Form 8-A as declared effective
by the Securities and Exchange Commission on May 19, 1994.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
which documents shall be deemed incorporated by reference in this Registration
Statement as a part hereof from the date of filing such documents until a post-
effective amendment to this Registration Statement is filed which indicates that
all shares of Common Stock being offered hereby have been sold or which
deregisters all shares of Common Stock then remaining unsold.
Item 4. DESCRIPTION OF SECURITIES
-------------------------
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Company's Bylaws require the Company to indemnify, to the fullest
extent authorized by applicable law, any person who is or is threatened to be
made a party to any civil, criminal, administrative, investigative, or other
action or proceeding instituted or threatened by reason of the fact that he is
or was a director or officer of the Company or is or was serving at the request
of the Company as a director or officer or another corporation, partnership,
joint venture, trust or other enterprise.
The Company's Articles of Incorporation provide that, to the fullest
extent permitted by the Colorado Business Corporation Act, directors and
officers of the Company shall not be liable to the Company or any of its
shareholders for damages caused by a breach of a fiduciary duty by such
directors or officers.
Section 7-109 of the Colorado Business Corporation Act authorizes the
indemnification of directors and officers against liability incurred by reason
of being a director or officer and against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement and reasonably incurred in
connection with any action seeking to establish such liability, in the case of
third-party claims, if the officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and in the case of actions by or in the right of the
corporation, if the officer or director acted in good faith and in a manner he
reasonably believed to be in the or not opposed to the best interests of the
corporation and if such
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<PAGE>
officer or director shall not have been adjudged liable to the corporation,
unless a court otherwise determines. Indemnification is also authorized with
respect to any criminal action or proceeding where the officer or director also
had no reasonable cause to believe his conduct was unlawful.
The above discussion of the Company's Articles of Incorporation, Bylaws
and the Colorado Business Corporation Act is only a summary and is qualified in
its entirety by the full text of each of the foregoing.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not Applicable.
Item 8. EXHIBITS
--------
4.1 Articles of Incorporation of the Company (1)
4.2 Bylaws of the Company(1)
5.1* Opinion of Parcel, Mauro, Hultin & Spaanstra, P.C. as to the
legality of the Company's Common Stock being registered.
23.1* Consent of KPMG Peat Marwick LLP.
_______
* Filed herewith.
(1) Exhibits 4.1 and 4.2 are incorporated by reference from Exhibits
3.1 and 3.2, respectively, to the Company's Registration Statement on Form SB-2,
Registration No. 33-77790.
Item 9. UNDERTAKINGS
------------
The Company 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; (ii) to
reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement;
and (iii) to include any additional or changed material information on the plan
of distribution.
(2) That, for the purpose of determining any liability under the
Securities Act each post-effective amendment shall be treated as a new
registration statement relating to the securities offered, and the offering of
such securities at that time shall be treated as the initial bona fide offering
thereof.
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company'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 the registration statement
shall be deemed to be a new registration statement relating to the
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<PAGE>
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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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<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Denver, State of Colorado on September 26, 1996.
FRONTIER AIRLINES, INC.
By: /s/ Samuel D. Addoms
----------------------------------
Samuel D. Addoms
Principal Executive Officer and
Principal Financial Officer
By: /s/ Elissa A. Potucek
----------------------------------
Elissa A. Potucek
Controller and Principal
Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: September 26, 1996 By: /s/ Samuel D. Addoms
-----------------------------------
Samuel D. Addoms, Director
Date: September 23, 1996 By: /s/ D. Dale Browning
-----------------------------------
D. Dale Browning, Director
Date: September 26, 1996 By: /s/ Paul Stephen Dempsey
-----------------------------------
Paul Stephen Dempsey, Director
Date: September 26, 1996 By: /s/ William B. McNamara
-----------------------------------
William B. McNamara, Director
Date: September 25, 1996 By: /s/ B. LaRae Orullian
-----------------------------------
B. LaRae Orullian, Director
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<PAGE>
EXHIBIT 5.1
Parcel, Mauro, Hultin & Spaanstra, P.C.
ATTORNEYS AT LAW
SUITE 3600
1801 CALIFORNIA STREET
DENVER, COLORADO 80202-2636
TELEPHONE (303) 292-6400
TELECOPIER (303) 295-3040
October 3, 1996
Frontier Airlines, Inc.
12015 East 46th Avenue
Denver, CO 80239
Gentlemen:
In connection with the Registration Statement on Form S-8, being filed by
Frontier Airlines, Inc. (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration of 184,959 shares of the Company's Common Stock offered under the
Company's Employee Stock Ownership Plan (the "Plan"), we are of the opinion
that:
1. The Company is a validly organized and existing corporation under the
laws of the State of Colorado;
2. All necessary corporate action has been duly taken to authorize the
establishment of the Plan and the issuance of 184,959 shares of the Company's
Common Stock under the Plan; and
3. The shares of the Company's Common Stock, when issued in accordance
with the Plan, will be legally issued, fully paid and nonassessable shares of
the Common Stock of the Company.
We hereby consent to the filing of a copy of this opinion as Exhibit 5.1
to the Company's Registration Statement on Form S-8.
Very truly yours,
/s/ Parcel, Mauro, Hultin & Spaanstra, P.C.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Frontier Airlines, Inc., of our report dated June 14, 1996 relating
to the balance sheet of Frontier Airlines, Inc. as of March 31, 1996, and the
related statements of operations, stockholders' equity and cash flows for the
years ended March 31, 1996 and 1995, which report appears in the March 31, 1996
annual report on Form 10-KSB of Frontier Airlines, Inc.
KPMG PEAT MARWICK LLP
Denver Colorado
October 2, 1996
