<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ATLAS AIR, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4731 84-1207329
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
</TABLE>
ATLAS AIR, INC.
538 COMMONS DRIVE
GOLDEN, COLORADO 80401
(303) 526-5050
(Address, including ZIP Code, and telephone number, including area code, of
registrant's principal executive offices)
MICHAEL A. CHOWDRY
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
ATLAS AIR, INC.
538 COMMONS DRIVE
GOLDEN, COLORADO 80401
(303) 526-5050
(Name, address, including ZIP Code, and telephone number, including area code,
of agent for service)
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COPIES TO:
<TABLE>
<S> <C>
STEPHEN A. GREENE, ESQ. ROHAN S. WEERASINGHE, ESQ.
CAHILL GORDON & REINDEL SHEARMAN & STERLING
80 PINE STREET 599 LEXINGTON AVENUE
NEW YORK, NY 10005 NEW YORK, NEW YORK 10022
(212) 701-3000 (212) 848-4000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-2870
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
- -------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value.......... 493,999 shares $45.75 $22,600,454 $7,794
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(1) Includes 64,434 shares which the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Calculated pursuant to Rule 457 under the Securities Act of 1933.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-1 filed by Atlas Air, Inc. with the Securities and Exchange
Commission (File No. 333-2870) pursuant to the Securities Act of 1933, as
amended, and declared effective on May 6, 1996 is incorporated by reference into
this Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS.
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-2870 are incorporated by reference into, and shall be deemed
part of, this registration statement, except for the following, which are filed
herewith.
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
- -------------------- -----------------------------------------------------------------------------
<C> <S>
5.1 -- Opinion of Cahill Gordon & Reindel as to the legality of the Common Stock.
23.1 -- Consent of Independent Public Accountants.
23.2 -- Consent of Cahill Gordon & Reindel (included in the opinion filed as
Exhibit 5.1)
23.3 -- Consent of James J. Blanchard, Director Nominee.
23.4 -- Consent of Mickey Foret, Director Nominee.
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(B) FINANCIAL STATEMENT SCHEDULES.
Not applicable.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused the Registration Statement or amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Denver,
State of Colorado, on the 6th day of May, 1996.
ATLAS AIR, INC.
By: /s/ RICHARD H. SHUYLER
-------------------------------
Richard H. Shuyler
Senior Vice President -- Finance,
Chief Financial Officer
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- --------------------------------------- ------------
<C> <S> <C>
* Chairman of the Board of Directors, May 6, 1996
---------------------------- Chief Executive Officer and
Michael A. Chowdry President
* Senior Vice President -- Finance, May 6, 1996
---------------------------- Chief Financial Officer and
Richard H. Shuyler Treasurer and Director
* Director May 6, 1996
-----------------------------
David T. McLaughlin
* Director May 6, 1996
-----------------------------
Brian Rowe
*By: /s/ RICHARD H. SHUYLER
------------------------------
Attorney-in-fact
</TABLE>
II-2
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
- -------- -----------
5.1 Opinion of Cahill Gordon & Reindel as to the legality of the
Common Stock.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Cahill Gordon & Reindel (included in the opinion
filed as Exhibit 5.1)
23.3 Consent of James J. Blanchard, Director Nominee.
23.4 Consent of Mickey Foret, Director Nominee.
<PAGE> 1
EXHIBIT 5.1
CAHILL GORDON & REINDEL
EIGHTY PINE STREET
NEW YORK, N.Y. 10005-1702
May 6, 1996
Ladies and Gentlemen:
We have acted as special counsel to ATLAS AIR, Inc., a Delaware corporation
(the "Company"), in connection with its Registration Statement on Form S-1 (the
"Registration Statement"), relating to the registration pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "Act"), of 493,999 shares of
the Company's common stock, par value of $.01 per share (the "Common Stock"),
which are to be sold by Michael A. Chowdry (the "Selling Shareholder").
We advise you that in our opinion the shares of Common Stock to be sold by
the Selling Shareholder have been validly issued, and are fully paid and
nonassessable.
We hereby consent to the use of our name under the caption "Legal Matters"
and to the filing of this opinion with the Securities and Exchange Commission as
an exhibit to the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ CAHILL GORDON & REINDEL
Cahill Gordon & Reindel
ATLAS AIR, Inc.
538 Commons Drive
Golden, Colorado 80401
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report (and to all references to our Firm) included in or made a part of this
registration statement.
/s/ ARTHUR ANDERSEN LLP
---------------------------
ARTHUR ANDERSEN LLP
Denver, Colorado
May 6, 1996
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EXHIBIT 23.3
NOMINEE'S CONSENT
The undersigned hereby consents (i) to being named in the Registration
Statement as a nominee for election as a director of Registrant and (ii) to
serve as a director if elected.
/s/ JAMES J. BLANCHARD
----------------------------
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EXHIBIT 23.4
NOMINEE'S CONSENT
The undersigned hereby consents (i) to being named in the Registration
Statement as a nominee for election as a director of Registrant and (ii) to
serve as a director if elected.
/s/ MICKEY P. FORET
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