<PAGE>
As filed with the Securities and Exchange Commission
on September 28, 1998
Reg. No. 333-
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.
1998 SAEA Non-Qualified 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
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 1,050,000
$1.00 per share shares $20.97 $22,018,500 $6,495.46
(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 September 22, 1998.
(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 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 investiga
tive (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
Southwest (incorporated by reference to Exhibit 4.2 to
Southwest'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 4.1 to Southwest's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996 (File No. 1-
7259); Amendment to Restated Articles of Incorporation
of Southwest (incorporated by reference to Exhibit 4.1
to Southwest's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998 (File No. 1-7259)).
4.3 Bylaws of Southwest, as amended through February
1994 (incorporated by reference to Exhibit 3.2 to
Southwest'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 registra-
tion 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 Securi
ties 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
September 24, 1998.
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 September 24,
1998.
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
Director
/s/ Gene H. Bishop
Gene H. Bishop
/s/ William P. Hobby Director
William P. Hobby
/s/ Travis C. Johnson Director
Travis C. Johnson
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
4.1 Specimen certificate representing Common Stock of Southwest
(incorporated by reference to Exhibit 4.2 to Southwest'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 4.1 to Southwest's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1996 (File No. 1-7259); Amendment to Restated Articles of
Incorporation of Southwest (incorporated by reference to
Exhibit 4.1 to Southwest's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998 (File No. 1-7259)).
4.3 Bylaws of Southwest, as amended through February 1994
(incorporated by reference to Exhibit 3.2 to Southwest'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).
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]
Exhibit 5
September 28, 1998
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 1998 SAEA Non-
Qualified Stock Option Plan (the "Plan").
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 Plan 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 Plan, 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
<PAGE>
CONSENT OF INDEPENDENT AUDITORS Exhibit 23.1
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1998 Southwest Airlines Employee
Association Non-Qualified Stock Option Plan of our report dated January 23,
1998 with respect to the consolidated financial statements of Southwest
Airlines Co. 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
/s/ Ernst & Young LLP
Dallas, Texas
September 25, 1998
