SOUTHWEST AIRLINES CO.
Deborah Ackerman
Associate General Counsel
P.O. Box 36611
Dallas, Texas 75235-1611
(214) 792-4665
Facsimile: (214) 792-6200
E-Mail: [email protected]
January 23, 1997
VIA EDGAR
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Re: Southwest Airlines Co. Registration Statement on Form S-
8 with respect to the 1996 Non-Qualified Stock Option Plan
and the 1996 Incentive Stock Option Plan
Ladies and Gentlemen:
On behalf of Southwest Airlines Co., a Texas
corporation (the "Registrant"), I hereby attach (via EDGAR)
for filing under the Securities Act of 1933, as amended (the
"Act"), the above-described Registration Statement. The
filing fee in the amount of $42,837.12 has been paid.
The Registrant understands that, pursuant to Rule 456
under the Act, the Registration Statement will become effective
automatically upon filing.
Should you have any questions with regard to the
above, please call the undersigned, collect, at the above
number.
Sincerely,
/s/ Deborah Ackerman
Deborah Ackerman
As filed with the Securities and Exchange Commission
on January 23, 1997
Reg. No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
SOUTHWEST AIRLINES CO.
(Exact name of registrant as specified in its charter)
Texas 75-1563240
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 36611, Dallas, Texas 75235-1611
(Address of Principal Executive Offices) (Zip Code)
Southwest Airlines Co.
1996 Non-Qualified Stock Option Plan
1996 Incentive Stock Option Plan
(Full title of the plan)
Gary C. Kelly
Vice President-Finance & Chief Financial Officer
Southwest Airlines Co.
P.O. Box 36611
Dallas, Texas 75235-1611
214/792-4363
(Name, address, and telephone number, including area
code, of agent for service)
Copy to:
Deborah Ackerman
Associate General Counsel
Southwest Airlines Co.
P.O. Box 36611
Dallas, Texas 75235-1611
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed
Proposed maximum Amount
Title of maximum aggregate of
securities to Amount to be offering price offering registra-
be registered registered per share (1) price(1) tion fee
Common Stock
par value 6,575,000
$1.00 per share shares $21.50 $141,362,500 $42,837.12
</TABLE>
(1) Pursuant to Rule 457(c), the amount is based on the
average of the high and low price of the Common Stock on the
New York Stock Exchange on January 20, 1997.
(2) The number of shares of Common Stock registered herein is
subject to adjustment to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) the Company's latest annual report filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934;
(b) all other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year covered by the annual report referred to above;
and
(c) the descriptions of the Company's Common Stock and
Common Share Purchase Rights contained in registration
statements filed under the Securities Exchange Act of 1934
by the Company with the Commission, including any amendment
or report filed for the purpose of updating such
descriptions.
All reports and other documents subsequently filed by
the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof
from the date of filing of such reports and documents.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered
hereby will be passed upon for the Company by Deborah
Ackerman, Associate General Counsel for the Company. Ms.
Ackerman beneficially owns 16,797 shares of common stock of
the Company.
Item 6. Indemnification of Directors and Officers.
Article VIII, Section 1 of Registrant's Bylaws provides as
follows:
"Right to Indemnification: Subject to the limitations
and conditions as provided in this Article VIII, each
person, who was or is made a party to, or is threatened to be
made a party to, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative (hereinafter
called a "proceeding"), or any appeal in such a proceeding or
any inquiry or investigation that could lead to such a
proceeding, by reason of the fact that he (or a person of
whom he is the legal representative) is or was a director or
officer of the corporation (or while a director or officer
of the corporation is or was serving at the request of the
corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint
venture, proprietorship, trust, employee benefit plan, or other
enterprise) shall be indemnified by the corporation
to the fullest extent permitted by the Texas Business
Corporation Act, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to
provide broader indemnification rights than said law
permitted the corporation to provide prior to such
amendment) against judgments, penalties (including excise
and similar taxes and punitive damages), fines, settlements
and reasonable expenses (including, without limitation,
court costs and attorneys' fees) actually incurred by such
person in connection with such proceeding, appeal, inquiry or
investigation, and indemnification under this Article VIII
shall continue as to a person who has ceased to serve in the
capacity which initially entitled such person to indemnity
hereunder; provided, however, that in no case shall the
corporation indemnify any such person (or the legal
representative of any such person) otherwise than for his
reasonable expenses, in respect of any proceeding (i) in which
such person shall have been finally adjudged by a court of
competent jurisdiction (after exhaustion of all appeals
therefrom) to be liable on the basis that personal benefit
was improperly received by him, whether or not the benefit
resulted from an action taken in such person's official
capacity, or (ii) in which such person shall have been found
liable to the corporation; and provided, further, that the
corporation shall not indemnify any such person for his
reasonable expenses actually incurred in connection with any
proceeding in which he shall have been found liable for willful
or intentional misconduct in the performance of his duty to
the corporation. The rights granted pursuant to this
Article VIII shall be deemed contract rights, and no
amendment, modification or repeal of this Article VIII shall
have the effect of limiting or denying any such rights with
respect to actions taken or proceedings arising prior to any
such amendment, modification or repeal. It is expressly
acknowledged that the indemnification provided in this
Article VIII could involve indemnification for negligence or
under theories of strict liability."
Article Ten of the Company's Articles of Incorporation
provides that a director of the corporation shall not be
liable to the corporation or its shareholders for monetary
damages for an act or omission in the director's capacity as
a director, subject to certain limitations.
Article 2.02-1 B. of the Texas Business Corporation Act
provides that, subject to certain limitations, "a
corporation may indemnify a person who was, is or is
threatened to be made a named defendant or respondent in a
proceeding because the person is or was a director only if
it is determined in accordance with Section F of this
article that the person: (1) conducted himself in good
faith; (2) reasonably believed: (a) in the case of conduct
in his official capacity as a director of the corporation, that
his conduct was in the corporation's best interests; and (b)
in all other cases, that his conduct was at least not opposed
to the corporation's best interests; and (3) in the case of
any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful."
The Company also maintains directors' and officers'
liability insurance.
Item 8. Exhibits.
4.1 Specimen certificate representing Common
Stock of the Company (incorporated by reference to
Exhibit 2.1 of the Company's Annual Report on Form 10-
K for the year ended December 31, 1994 (File No. 1-
7259)).
4.2 Restated Articles of Incorporation of
Southwest (incorporated by reference to Exhibit
4.1 to Southwest's Registration Statement on Form S-
3 (File No. 33-52155); Amendment to Restated
Articles of Incorporation of Southwest
(incorporated by reference to Exhibit 3.1 to
Southwest's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996 (File No. 1-7259)).
4.3 Bylaws of Southwest, as amended February 1994
(incorporated by reference to Exhibit 3.2 to South
west's Annual Report on Form 10-K for the year
ended December 31, 1993 (File No. 1-7259)).
5 Opinion of Deborah Ackerman, Associate
General Counsel of Southwest, re legality of
securities being registered.
23.1 Consent of Ernst & Young LLP, independent
auditors.
23.2 Consent of Deborah Ackerman, Associate
General Counsel of Southwest (contained in the
opinion filed as Exhibit 5 hereto).
Item 9. Undertakings.
A. 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;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the 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 the
registration statement.
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if the 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) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 by registration by means of a post
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in
the 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.
C. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities and Exchange 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.
SIGNATURES
The Registrant. 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 Dallas,
State of Texas on January 21, 1997.
SOUTHWEST AIRLINES CO.
By /s/ Gary C. Kelly
Gary C. Kelly
Vice President Finance,
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange
Act of 1933, this Registration Statement has been signed by
the following persons in the capacities indicated on January
21, 1997.
Signature Capacity
/s/ Herbert D. Kelleher Chairman of the Board of Directors,
Herbert D. Kelleher President and Chief Executive Officer
/s/ Gary C. Kelly Vice President-Finance
Gary C. Kelly (Chief Financial and Accounting
Officer)
/s/ Samuel E. Barshop Director
Samuel E. Barshop
/s/ Gene H. Bishop Director
Gene H. Bishop
Director
William P. Hobby
/s/ Travis C. Johnson Director
Travis C. Johnson
/s/ R. W. King Director
R. W. King
/s/ Walter M. Mischer, Sr. Director
Walter M. Mischer, Sr.
/s/ June M. Morris Director
June M. Morris
/s/ C. Webb Crockett Director
C. Webb Crockett
INDEX TO EXHIBITS
5 Opinion of Deborah Ackerman, Associate
General Counsel for the Company.
23.1 Consent of Ernst & Young LLP, independent
auditors.
23.2 Consent of Deborah Ackerman, Associate
General Counsel for the Company (contained in the
opinion filed as Exhibit 5 hereto).
Exhibit 5
January 23, 1997
Southwest Airlines Co.
P.O. Box 36611
Dallas, TX 75235
Dear Sirs:
I have represented Southwest Airlines Co., a Texas
corporation (the "Company"), in connection with the
registration with the Securities and Exchange Commission
under the Securities Act of 1933 of the shares of the common
stock, $1 par value of the Company ("Common Stock") to be
issued by the Company from time to time upon the exercise of
stock options pursuant to the Company's 1996 Non-Qualified
Stock Option Plan and 1996 Incentive Stock Option Plan
(collectively, the "Plans").
In this connection, I have examined originals, or
copies certified or otherwise identified to my satisfaction,
of such documents, corporate and other records, certificates
and other papers as I deemed it necessary to examine for the
purpose of this opinion, including the Registration
Statement of the Company for the registration of the Common
Stock to be issued pursuant to the Plans on Form S-8 under
the Securities Act of 1933 (the "Registration Statement").
Based on such examination, it is my opinion that the
shares of Common Stock registered under the Registration
Statement will, when issued pursuant to the Plans, be
legally issued, fully paid and non-assessable.
I consent to the use of this opinion as an exhibit to
the Registration Statement. In giving this consent, I do
not thereby admit that I am within the category of persons
whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulation
thereunder.
Sincerely,
/s/ Deborah Ackerman
Deborah Ackerman
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Southwest Airlines Co.
1996 Non-Qualified Stock Option Plan and 1996 Incentive Stock
Option Plan of our report dated January 25, 1996, with respect
to the consolidated financial statements and schedules of
Southwest Airlines Co. included in its Annual Report (Form 10-K)
for the year ended December 31, 1995, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Dallas, Texas
January 21, 1997
