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As filed with the Securities and Exchange Commission on June 30, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KITTY HAWK, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 75-2564006
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1515 West 20th Street
P.O. Box 612787
Dallas/Fort Worth International Airport, Texas 75261
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(Address of Principal Executive Offices, including Zip Code)
KITTY HAWK, INC. AMENDED AND RESTATED OMNIBUS SECURITIES PLAN
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(Full title of the Plan)
M. TOM CHRISTOPHER
Chief Executive Officer
1515 West 20th Street
P.O. Box 612787
Dallas/Fort Worth International Airport, Texas 75261
(972) 456-2200
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(Name and address of agent for service, including telephone number)
With a copy to:
GREG R. SAMUEL
GARRETT A. DEVRIES
Haynes and Boone, LLP
901 Main Street
3100 NationsBank Plaza
Dallas, Texas 75202-3789
(214) 651-5000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Securities Amount Maximum Offering Proposed Maximum Amount
To Be Registered To Be Registered Price Per Share Aggregate Offering Price of Registration Fee
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<S> <C> <C> <C> <C>
Common Stock
$.01 par value . . . . 450,000 shares $6.66(1) $2,997,000(1) $833.17(1)
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</TABLE>
(1) The offering price per share, the aggregate offering price and the
registration fee have been calculated in accordance with paragraphs (c) and
(h)(1) of Rule 457 promulgated under the Securities Act of 1933 based on
the average of the high and low sale prices for the Company's Common Stock
reported on the NASDAQ National Market on June 25, 1999 ($6.66 per share).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Kitty Hawk, Inc. (the "Company") hereby incorporates by reference the
Company's Registration Statement on Form S-8 (No. 333-23597), as filed with the
Securities and Exchange Commission on March 19, 1997 (the "1997 Form S-8"),
including without limitation the description of Common Stock and the description
of director and officer indemnification included therein.
By means of the 1997 Form S-8, the Company registered 300,000 shares of
Common Stock to be issued pursuant to the Kitty Hawk, Inc. Amended and Restated
Omnibus Securities Plan (the "Omnibus Securities Plan"). This Registration
Statement registers an additional 450,000 shares of Common Stock issuable
pursuant to the Omnibus Securities Plan, as authorized by the Company's
stockholders at the Company's Annual Meeting of Stockholders held on May 28,
1999.
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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 Dallas, State of Texas, on the 30th day of June,
1999.
KITTY HAWK, INC.
By: /s/ RICHARD R. WADSWORTH
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Richard R. Wadsworth
Senior Vice President -- Finance,
Chief Financial Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 30th day of June, 1999:
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<CAPTION>
Name Capacities
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<S> <C>
/s/ M. TOM CHRISTOPHER Chairman of the Board of Directors
- --------------------------------------- and Chief Executive Officer
M. Tom Christopher
/s/ TILMON J. REEVES Chief Operating Officer, President
- --------------------------------------- and Director
Tilmon J. Reeves
/s/ CONRAD A. KALITTA Director
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Conrad A. Kalitta
Senior Vice President -- Finance,
Chief Financial Officer, Secretary,
Principal Financial and Accounting
Officer and Director
/s/ RICHARD R. WADSWORTH
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Richard R. Wadsworth
/s/ PHILIP J. SAUDER Director
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Philip J. Sauder
/s/ TED J. COONFIELD Vice President and Director
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Ted J. Coonfield
/s/ LEWIS S. WHITE Director
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Lewis S. White
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Exhibit
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<S> <C>
4.1 Specimen Common Stock Certificate, filed as an exhibit to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-8307) dated as of October 1996, which exhibit is
incorporated herein by reference.
4.2 The Kitty Hawk, Inc. Amended and Restated Omnibus Securities Plan ("Omnibus
Securities Plan"), filed as an exhibit to the Registrant's Registration Statement on Form
S-1 (Reg. No. 333-8307) dated as of October 1996, which exhibit is incorporated herein
by reference.
4.3* Amendment No. 1 to the Omnibus Securities Plan.
5.1* Opinion of Haynes and Boone, LLP, Special Counsel of the Company, as to the validity
of Common Stock to be offered.
23.1* Consent of Haynes and Boone, LLP, contained in the opinion filed as Exhibit 5.1.
23.2* Consent of Ernst & Young LLP.
</TABLE>
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* Filed herewith.
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EXHIBIT 4.3
AMENDMENT NO. 1 TO THE
KITTY HAWK, INC.
AMENDED AND RESTATED OMNIBUS
SECURITIES PLAN
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AMENDMENT NO. 1 TO THE
KITTY HAWK, INC.
AMENDED AND RESTATED OMNIBUS
SECURITIES PLAN
The name of the plan is the KITTY HAWK, INC. AMENDED AND RESTATED
OMNIBUS SECURITIES PLAN (the "OMNIBUS SECURITIES PLAN"). The Omnibus Securities
Plan was adopted by the Board of Directors of KITTY HAWK, INC., a Delaware
corporation (hereinafter called the "COMPANY"), effective as of September 3,
1996. This Amendment No. 1 to the Omnibus Securities Plan (the "AMENDMENT") was
adopted by the Board of Directors of the Company on December 21, 1998.
SECTION 1. The Amendment amends and restates Section 6.1 of the Omnibus
Securities Plan in its entirety as follows:
6.1 Subject to the adjustment provisions of Article VIII, the number of Shares
for which Awards may be granted under the Plan shall not exceed seven hundred
fifty thousand (750,000) Shares.
SECTION 2. The Amendment adds a new Section 15.6 to the Omnibus
Securities Plan as follows:
15.6 Notwithstanding any other provision of this Plan to the contrary, the Board
shall have and may exercise all of the power and authority of the Committee
under the Plan.
SECTION 3. The remaining provisions of the Plan are not modified or
changed by this Amendment.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
executed as of December 21, 1998 by its duly authorized representative.
KITTY HAWK, INC.
By: /s/ M. TOM CHRISTOPHER
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Name: M. Tom Christopher
Title: Chairman of the Board and
Chief Executive Officer
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EXHIBIT 5.1
June 30, 1999
Kitty Hawk, Inc.
1515 West 20th Street
Dallas/Forth Worth International Airport, Texas 75261
Gentlemen:
We have acted as counsel to Kitty Hawk, Inc., a Delaware corporation (the
"COMPANY"), in connection with the preparation of a Registration Statement on
Form S-8 (the "REGISTRATION STATEMENT") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration of 450,000 additional shares
of the Company's common stock, par value $.01 per share (the "COMMON STOCK"),
that may be issued pursuant to the Kitty Hawk, Inc. Amended and Restated Omnibus
Securities Plan (the "PLAN"), as amended by that certain Amendment No. 1 to the
Kitty Hawk, Inc. Amended and Restated Omnibus Securities Plan (the "AMENDMENT").
The Amendment was approved by the Company's stockholders at the 1999 Annual
Meeting of Stockholders held on May 28, 1999.
The opinions expressed herein relate solely to, are based solely upon and are
limited exclusively to, the internal substantive laws of the State of Texas, the
General Corporation Laws of the State of Delaware and applicable federal laws of
the United States of America.
In connection therewith, we have examined and relied upon the original, or
copies certified to our satisfaction, of (i) the Company's Certificate of
Incorporation, as amended (the "CERTIFICATE OF INCORPORATION"), and the
Company's Amended and Restated Bylaws (the "BYLAWS"); (ii) the minutes and
records of the corporate proceedings of the Company with respect to the adoption
of the Plan, the Amendment and related matters; (iii) the Plan; (iv) the
Amendment; (v) the Registration Statement on Form S-8 (Reg. No. 333-23597) filed
with the Securities and Exchange Commission on March 19, 1997, relating to the
registration of 300,000 shares of Common Stock issuable under the Plan; (vi) the
specimen Common Stock certificate filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (Reg. No. 333-8307); and (vii) such other
documents as we have deemed necessary for the expression of the opinions
contained herein.
In making the foregoing examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. As to questions of fact material to this
opinion, where such facts have not been independently established, and as to the
content and form of the Certificate of Incorporation, Bylaws, the Plan, the
Amendment, minutes, records, resolutions and other documents or writings of the
Company,
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Kitty Hawk, Inc.
June 30, 1999
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we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independent check or verification of their accuracy. In addition, we have
assumed that all formalities required by the Company's Certificate of
Incorporation and Bylaws and the Delaware General Corporation Law will be
complied with when the shares of Common Stock are issued pursuant to the terms
of the Plan, as amended by the Amendment.
Based upon the foregoing, and having due regard for such legal considerations as
we deem relevant, assuming that the cash consideration received by the Company
in exchange for the issuance of Common Stock under the Plan, as amended by the
Amendment, equals or exceeds the par value of such Common Stock, we are of the
opinion that the 450,000 shares of Common Stock covered by the Registration
Statement which may be issued from time to time in accordance with the terms of
the Plan, as amended by the Amendment, have been duly authorized for issuance by
the Company, and, when so issued in accordance with the terms and conditions of
the Plan, as amended by the Amendment, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
Haynes and Boone, LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Kitty Hawk, Inc. Amended and Restated Omnibus
Securities Plan, of our report dated March 30, 1999, with respect to the
consolidated financial statements of Kitty Hawk, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Dallas, Texas
June 29, 1999
