As filed with the Securities and Exchange Commission on October 31, 2000
Registration No. 33-96682
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ATLAS AIR, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1027329
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2000 Westchester Avenue
Purchase, New York 10577-2543
(Address of Principal Executive Offices)
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1995 LONG TERM INCENTIVE AND SHARE AWARD PLAN
EMPLOYEE STOCK PURCHASE PLAN
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Richard H. Shuyler
Executive Vice President-Strategic
Planning and Treasurer
Atlas Air, Inc.
538 Commons Drive
Golden, Colorado 80401
(303) 526-5050
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
Stephen A. Greene, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005-1702
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CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Shar Aggregate Offering Price Registration Fee
------------------------- ----------------- ------------------------- ------------------------- ---------------------------
------------------------- ----------------- ------------------------- ------------------------- ---------------------------
<S> <C> <C> <C> <C>
Common Stock 3,200,000 $35.45(2) $113,440,000 $29,949
par value $.01 per shares(1)
share
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(1) Represents the registration of additional shares as to which options may be
granted under the 1995 Long Term Incentive and Share Award Plan.
(2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering
price and the registration fee have been calculated based on the basis of
the average high and low prices reported for the Common Stock reported on
the New York Stock Exchange on October 25, 2000. The filing fee is based
solely on the registration of additional shares under the 1995 Long Term
Incentive and Share Award Plan and does not include previously registered
securities or securities that are not required to be registered pursuant to
Rule 416 under the Securities Act of 1933.
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Explanation
This Post-Effective Amendment No. 2 is being filed to register
3,200,000 additional shares issuable pursuant to Registrant's 1995 Long Term
Incentive and Share Award Plan. Registrant initially registered 1,800,000 shares
in connection with the 1995 Long Term Incentive and Share Award Plan pursuant to
a Registration Statement on Form S-8 which became effective September 8, 1995
(File No. 33-96682). Effective January 25, 1999, Registrant's shares were split
3 for 2 increasing the number of registered shares to 2,700,000. With this
amendment, there will be a total of 5,900,000 shares registered.
The contents of the earlier Registration Statement on Form S-8 (File
No. 33-96682) amended hereby are incorporated herein by reference.
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ITEM 8. EXHIBITS.
Exhibit
Number Exhibit
<S> <C>
4.1 Restated Certificate of Incorporation of the Company (incorporated by reference to the exhibits
to the Company's Registration Statement on Form S-1
(No. 33-90304)).
4.2 Amended and Restated By-Laws of the Company (incorporated by reference to the exhibits
to the Company's Annual Report for 1999 on Form 10-K).
4.3* Atlas Air, Inc. 1995 Long Term Incentive and Share Award Plan (including Amendment One
through Seven).
4.4* Atlas Air, Inc. Employee Stock Purchase Plan (including First Amendment).
5.1* Opinion of Cahill Gordon & Reindel.
23.1* Consent of Arthur Andersen LLP.
23.3 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1).
24 Powers of Attorney (included on the signature pages hereto).
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* Filed with this Post-Effective Amendment to Registration Statement.
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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 Denver, State of Colorado, on October 31, 2000.
ATLAS AIR, INC.
By: /s/ RICHARD H. SHUYLER
-----------------------------------------
Name: Richard H. Shuyler
Title: Executive Vice President - Strategic Plan-
ning, Treasurer
POWER OF ATTORNEY
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. Each person whose signature appears below
hereby appoints Michael A. Chowdry and Richard H. Shuyler, and each of them
singly, such person's true and lawful attorneys, each with full power of
substitution to sign for such person and in such person's name and capacity as
indicated below, any and all amendments to this Registration Statement,
including post-effective amendments thereto, and to file the same with the
Securities and Exchange Commission, hereby ratifying and confirming such
person's signature as it may be signed by said attorneys to any and all
amendments.
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Signatures Title Date
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<S> <C> <C>
/s/ MICHAEL A. CHOWDRY Chairman of the Board, Chief Executive October 31, 2000
----------------------------- Officer, President and Director
Name: Michael A. Chowdry
/s/ RICHARD H. SHUYLER
----------------------------- Executive Vice President - Strategic Planning, October 31, 2000
Name: Richard H. Shuyler Treasurer and Director (principal financial
officer)
/s/ BERL BERNHARD Director October 31, 2000
---------------------------------
Name: Berl Bernhard
/s/ LAWRENCE W. CLARKSON Director October 31, 2000
------------------------
Name: Lawrence W. Clarkson
/s/ DAVID K.P. LI Director October 31, 2000
---------------------------------
Name: David K.P. Li
/s/ DAVID T. MCLAUGHLIN Director October 31, 2000
-----------------------------
Name: David T. McLaughlin
/s/ BRIAN ROWE Director October 31, 2000
---------------------------------
Name: Brian Rowe
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EXHIBIT INDEX
Exhibit
Number Exhibit
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to the exhibits to the
Registrant's Registration Statement on Form S-1 (No.
33-90304)).
4.2 Amended and Restated By-Laws of the Registrant
(incorporated by reference to the exhibits to
the Registrant's Annual Report for 1999 on Form 10-K).
4.3* Atlas Air, Inc. 1995 Long Term Incentive and Share Award
Plan (including Amendments One
through Seven).
4.4* Atlas Air, Inc. Employee Stock Purchase Plan (including
First Amendment).
5.1* Opinion of Cahill Gordon & Reindel.
23.1* Consent of Arthur Andersen LLP.
23.3 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1).
24 Power of Attorney (included on the signature pages hereto).
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* Filed with this Post-Effective Amendment to Registration Statement.
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