<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 1997
REGISTRATION NUMBER 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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MIDWAY AIRLINES CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 4512 36-3915637
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) No.)
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300 WEST MORGAN STREET
SUITE 1200
DURHAM, NORTH CAROLINA 27701
(919) 956-4800
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
------------------------
JONATHAN S. WALLER, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
MIDWAY AIRLINES CORPORATION
300 WEST MORGAN STREET, SUITE 1200
DURHAM, NORTH CAROLINA 27701
(919) 956-4800 (PHONE)
(919) 956-4801 (FAX)
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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<S> <C>
HOWARD WOLF, ESQ. JOEL S. KLAPERMAN, ESQ.
Fulbright & Jaworski L.L.P. Shearman & Sterling
1301 McKinney, Suite 5100 599 Lexington Avenue
Houston, Texas 77010-3095 New York, New York 10022
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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, 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/ 333-37375
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. / /
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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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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) UNIT PRICE FEE
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Common Stock, $.01 par value per share.......... 402,500 $15.50 $6,238,750 $1,841
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(1) Includes 52,500 shares of Common Stock that the Underwriters have the option
to purchase to cover over-allotments, if any.
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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<PAGE>
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 Midway Airlines Corporation with the Securities
and Exchange Commission (File No. 333-37375) pursuant to the Securities Act of
1933, as amended, and declared effective on December 4, 1997 is incorporated by
reference into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, Midway Airlines
Corporation has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Durham,
State of North Carolina, on December 4, 1997.
MIDWAY AIRLINES CORPORATION
By: /s/ ROBERT R. FERGUSON III
-----------------------------------
Robert R. Ferguson III
CHAIRMAN ON THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Robert R. Ferguson III, Jonathan S. Waller and
Steven Westberg, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same and all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent and either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Chairman of the Board,
/s/ ROBERT R. FERGUSON III President and Chief
- ------------------------------ Executive Officer December 4, 1997
Robert R. Ferguson III (Principal Executive
Officer)
Senior Vice President and
/s/ STEVEN WESTBERG Chief Financial Officer
- ------------------------------ (Principal Financial and December 4, 1997
Steven Westberg Accounting Officer)
/s/ W. GREYSON QUARLES, JR.
- ------------------------------ Director December 4, 1997
W. Greyson Quarles, Jr.
- ------------------------------ Director December 4, 1997
Howard Wolf
/s/ GREGORY J. ROBITAILLE
- ------------------------------ Director December 4, 1997
Gregory J. Robitaille
<PAGE>
EXHIBIT INDEX
The contents of the Registration Statement on Form S-1 (Registration No.
333-37375), registering 4,427,500 shares of common stock, $.01 par value, of
Midway Airlines Corporation, are hereby incorporated by reference herein. Filed
as exhibits hereto are the following opinions and consents:
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<S> <C>
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Ernst & Young L.L.P.
23.2 Consent of Arthur Andersen L.L.P.
23.3 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
</TABLE>
<PAGE>
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
December 4, 1997
Midway Airlines Corporation
300 West Morgan Street, Suite 1200
Durham, North Carolina 27701
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-1 (filed pursuant to
Rule 462(b)) (the "Registration Statement"), filed by Midway Airlines
Corporation, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, relating to the offer
by the Company of 402,500 shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock").
As counsel to the Company, we have examined such corporate records,
documents and questions of law as we have deemed necessary or appropriate for
the purposes of this opinion. In such examinations, we have assumed the
genuineness of signatures and the conformity to the originals of the
documents supplied to us as copies. As to various questions of fact material
to this opinion, we have relied upon statements and certificates of officers
and representatives of the Company.
Upon the basis of such examination, we are of the opinion that the
402,500 shares of Common Stock offered by the Company, when sold in
accordance with the terms agreed upon in the Underwriting Agreement, will be
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus incorporated as part of the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Securities Act of 1933.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
Fulbright & Jaworski L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference into the Company's Registration
Statement on Form S-1 for the registration of 350,000 shares of Common Stock of
our report dated July 22, 1997, with respect to the financial statements of
Midway Airlines Corporation as of June 30, 1997 and December 31, 1996 and for
the six months and year then ended, respectively, included in the registration
statement (Form S-1 No. 333-37375) and the related prospectus of Midway Airlines
Corporation dated December 4, 1997.
/s/ Ernst & Young LLP
Raleigh, North Carolina
December 4, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Midway Airlines Corporation:
As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made part of this
registration statement on Form S-1 filed by Midway Airlines Corporation dated
December 4, 1997 relating to the issuance of 350,000 shares of Common Stock.
ARTHUR ANDERSEN LLP
Raleigh, NC
December 4, 1997
