As filed with the Securities and Exchange
Commission on August 1, 2000.
UNITED STATES
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 of (IRS Employer
incorporation or organization) Identification No.)
Denver, Colorado 80239
(Address of principal executive offices) (Zip code)
EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plan)
Copies to:
Arthur T. Voss Douglas R. Wright, Esq.
Frontier Airlines, Inc. Faegre & Benson, LLP
12015 East 46th Avenue 370 17th Street, Suite 2500
Denver, Colorado 80239 Denver, Colorado 80202
(Name and address of agent for service)
303-371-7400
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
====================== =================== ========================= =========================== ===================
Title of securities Amount to Proposed maximum Proposed maximum Amount of
To be registered be registered offering price per share aggregate offering price registration fee
Common Stock 406,250 shares(1) $17.78 $7,210,937.50 $1,906.90(2)
====================== =================== ========================= =========================== ===================
</TABLE>
1 These shares are in addition to the 184,959 shares of common stock
registered on Form S-8 (No.333-13333) filed on October 3, 1996.
2 Estimated pursuant to Rules 457(c) and 457(h)(1) under the Securities
Act of 1933, solely for the purpose of calculating the registration fee
based on the average high and low sale prices per share of the
registrant's common stock on July 28, 2000 as reported on the Nasdaq
National Market System.
<PAGE>
Explanatory Note
Incorporation by Reference
The board of directors of Frontier Airlines, Inc. approved an increase
in the number of shares reserved for issuance under the Employee Stock Ownership
Plan (the "ESOP") by 406,250 shares of common stock. This Registration Statement
hereby registers the issuance of an additional 406,250 shares under the ESOP.
Therefore, under General Instruction E of Form S-8, the Registrant hereby
incorporates by reference the contents of its Registration Statement on Form S-8
(No. 333- 13333) filed on October 3, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Description and Method of Filing
4.1 Employee Stock Ownership Plan
4.2 First Amendment to Employee Stock Ownership Plan
5.1 Opinion of Faegre & Benson LLP
23.1 Consent of KPMG LLP.
23.2 Consent of Faegre & Benson LLP (Included in Exhibit 5.1).
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 Denver, State of Colorado, on July 27, 2000.
FRONTIER AIRLINES, INC.
By: /s/ Samuel D. Addoms, Director
Samuel D. Addoms Chief Executive Officer
By: /s/ Steve B. Warnecke
Steve B. Warnecke, Vice President and
Chief Financial Officer
By: /s/ Elissa A. Potucek
Elissa A. Potucek, Vice President, Controller,
Treasurer and Principal Accounting Officer
<PAGE>
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.
Date: July 27, 2000 /s/ Samuel D. Addoms, Director
Samuel D. Addoms, Director
Date: July 27, 2000 /s/ William B. McNamara, Director
William B. McNamara, Director
Date: July 27, 2000 /s/ Paul Stephen Dempsey, Director
Paul Stephen Dempsey, Director
Date: July 27, 2000 /s/ B. LaRae Orullian, Director
B. LaRae Orullian, Director
Date: July 27, 2000 /s/ D. Dale Browning, Director
D. Dale Browning, Director
Date: July 27, 2000 /s/ James B. Upchurch, Director
James B. Upchurch, Director
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