SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT TO APPLICATION OR REPORT
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Frontier Airlines, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1256945
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
12015 East 46th Avenue, Denver, Colorado 80239
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General Instruction
A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. []
If this Form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to general instruction A.(d), check the following box. [ ]
If this Form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to general instruction A.(d), check the following box. [ X ]
Securities Act registration statement file number to which this
Form relates: ______________ (if applicable)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
(Title of Class)
<PAGE>
Item 1. Description of Registrants Securities to Be Registered.
The Board of Directors of Frontier Airlines, Inc. (the
"Company") has approved a third amendment (the "Third Amendment") to the Rights
Agreement dated as of February 20, 1997 (the "Rights Agreement"), by and between
the Company and American Securities Transfer & Trust Company, as Rights Agent.
The Rights were previously registered with the Securities and Exchange
Commission on Form 8-A on March 12, 1997. The Third Amendment was adopted to
increase the Purchase Price from $17.50 to $65.00.
Item 2. Exhibits.
- - ------- ---------
4.1 Rights Agreement dated as of February 20, 1997 as filed as an Exhibit
to Form 8-A filed by the Registrant on March 12, 1997 is incorporated
herein by reference.
4.2 First Amendment to the Rights Agreement dated as of June 30, 1997
is incorporated herein by reference from the Company's Annual Report on
Form 10-KSB, filed July 14, 1997.
4.3 Second Amendment to the Rights Agreement dated as of December 5, 1997
is incorporated herein by reference from the Company's Annual Report on
Form 10-K, filed June 22, 1999.
4.4 Third Amendment to the Rights Agreement dated as of September 9, 1999
between Frontier Airlines, Inc. and American Securities Transfer &
Trust Company, as Rights Agent.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
FRONTIER AIRLINES, INC.
By: /s/ Samuel D. Addoms
Samuel D. Addoms
President
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ----- ---------------
4.1 Rights Agreement dated as of February 20, 1997 as filed as an Exhibit
to Form 8-A filed by the Registrant on March 12, 1997 is incorporated
herein by reference.
4.2 First Amendment to the Rights Agreement dated as of June 30, 1997 is
incorporated herein by reference from the Company's Annual Report on
Form 10-KSB, filed July 14, 1997.
4.3 Second Amendment to the Rights Agreement dated as of December 5, 1997
is incorporated herein by reference from the Company's Annual Report on
Form 10-K, filed June 22, 1999.
4.4* Third Amendment to the Rights Agreement dated as of September 9, 1999
between Frontier Airlines, Inc. and American Securities Transfer &
Trust Company, as Rights Agent.
* Filed herewith.
<PAGE>
THIRD AMENDMENT TO
RIGHTS AGREEMENT
THIS AMENDMENT, is being made and entered into as of this 9th
day of September, 1999 (this "Third Amendment"), by and between FRONTIER
AIRLINES, INC. (the "Company") and AMERICAN SECURITIES TRANSFER & TRUST COMPANY,
as Rights Agent (the "Rights Agent").
Recitals
A. The Company and the Rights Agent entered into a Rights
Agreement, dated as of February 20, 1997 (the "Rights Agreement"); and
B. The Board of Directors of the Company, by resolution duly
adopted on September 9, 1999, authorized this Third Amendment to the Rights
Agreement and in accordance with Section 27 of the Rights Agreement.
Agreement
The Company and the Rights Agent hereby amend the Rights
Agreement as follows, pursuant to Section 27 of the Rights Agreement:
1. Section 7(b) of the Rights Agreement shall be amended by replacing the
figure $17.50 as set forth therein with the figure $65.00. Accordingly,
Section 7(b) shall read in its entirety as follows:
"7(b) The Purchase Price for each share of Common Stock
pursuant to the exercise of a Right shall initially be $65.00, subject
to adjustment from time to time as provided in Section 11 and 13(a)
hereof, and shall be payable in accordance with paragraph (c) below."
2. The remainder of the Rights Agreement shall remain unchanged, and the
Rights Agreement as amended above, shall remain in full force and
effect.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly execute on their behalf as of the date first above written.
FRONTIER AIRLINES, INC.
By: /s/ Samuel D. Addoms
Samuel D. Addoms
President
AMERICAN SECURITIES
TRANSFER & TRUST COMPANY
By:/s/ Laura Sisneros
Name: Laura Sisneros
Title: Vice President/
Trust Officer
