<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1997
REGISTRATION NO.333-___________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
___________________
AIRWAYS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 59-3315474
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
___________________
6280 HAZELTINE NATIONAL DRIVE, SUITE 100
ORLANDO, FLORIDA 32822
(Address, including zip code, of registrant's principal executive offices)
___________________
AIRWAYS CORPORATION
1995 STOCK OPTION PLAN
AND
1995 DIRECTOR STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
___________________
Robert D. Swenson, President
6280 Hazeltine National Drive, Suite 100
Orlando, Florida 32822
(407) 859-1579
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
___________________
COPY TO:
Randolph H. Fields, Esq.
Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
111 North Orange Avenue, 20th Floor
Orlando, Florida 32801
Telephone: (407) 420-1000
Telecopier: (407) 420-5909
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
PROPOSED
PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED SHARE(1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 150,000 $4.6875 $703,125.00 $213.07
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based on the last sale price of the Common Stock
on September 9, 1997 as reported on the Nasdaq National Market System.
================================================================================
<PAGE> 2
INCORPORATION OF PREVIOUS REGISTRATION STATEMENT
This Registration Statement is being filed to register an additional
150,000 shares of the Common Stock of the Registrant under the Registrant's
1995 Stock Option Plan. Pursuant to General Instruction E of Form S-8, the
contents of the Registrant's Registration Statement on Form S-8, File No.
33-98568 are hereby incorporated in this Registration Statement by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
Exhibit
Number Description
5.1 Opinion of Greenberg Traurig as to the legality of the shares
of common stock being registered.
10.1 1995 Stock Option Plan.
23.1 Consent of KPMG Peat Marwick, LLP.
23.2 Consent of Greenberg Traurig (included in its opinion filed as
Exhibit 5.1).
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 Orlando and the State of Florida on the 15th day
of September, 1997.
AIRWAYS CORPORATION
By: /s/ ROBERT D. SWENSON
-------------------------
Robert D. Swenson
Chairman, President
and Chief Executive Officer
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<PAGE> 3
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on September 15, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ ROBERT D. SWENSON Chairman of the Board, President, Chief Executive
------------------------------------------- Officer and Director (Principal Executive Officer)
Robert D. Swenson
/s/ MARK B. RINDER Chief Financial Officer, Vice President-Finance,
------------------------------------------- Treasurer and Secretary (Chief Financial Officer)
Mark B. Rinder
* Director
--------------------------------------------
John K. Ellingboe
* Director
--------------------------------------------
Roger T. Munt
* Director
--------------------------------------------
Alan R. Stephen
</TABLE>
__________________
* By Robert D. Swenson pursuant to power of attorney.
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<PAGE> 1
EXHIBIT 5.1
OPINION OF GREENBERG TRAURIG HOFFMAN LIPOFF ROSEN & QUENTEL, P.A.
September 15, 1997
Airways Corporation
6280 Hazeltine National Drive
Orlando, Florida 32822
Gentlemen:
We refer to Amendment No. 1 to the Registration Statement on Form S-8 (the
"Registration Statement"), to be filed by Airways Corporation (the "Company")
with the Securities and Exchange Commission on or about September 12, 1997,
under the Securities Act of 1933, as amended, relating to the additional
150,000 shares of the common stock of the Company, par value $0.1 per share
(the "Shares"), issuable by the Company pursuant to the Airways Corporation
Stock Option Plan (the "Plan").
As counsel for the Company, we have examined such corporate records and other
documents and such matters of law as we have considered necessary or
appropriate for the purposes of this opinion. Upon the basis of that
examination, we advise you that, in our opinion, the Shares have been duly and
validly authorized and, upon issuance thereof by the Company and receipt of the
consideration by the Company, both in accordance with the terms of the Plan and
any award agreement thereunder, and the delivery of the certificates
representing the Shares so issued, the Shares will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
GREENBERG TRAURIG HOFFMAN
LIPOFF ROSEN & QUENTEL, P.A.
<PAGE> 1
EXHIBIT 10.1
AIRWAYS CORPORATION
1995 STOCK OPTION PLAN
1. Purpose and Definitions. The Purpose of this Plan is to
strengthen the ability of Airways Corporation (the "Company") to attract and
retain key Employees and Consultants and to furnish additional incentives to
such persons by encouraging them to acquire an equity interest in the Company.
The following definitions are used herein:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
(c) "Committee" means the committee appointed by the
Board of Directors of the Company in accordance with Section 3.
(d) "Consultant" means any person other than a director
who is engaged by the Company or any Parent or Subsidiary to render consulting
services for compensation.
(e) "Eligible Participants" means Employees and
Consultants.
(f) "Employee" means any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company is not sufficient to constitute
"employment."
(g) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(h) "Incentive stock options" means options to purchase
Stock which at the time such options are granted under this Plan qualify as
incentive stock options within the meaning of Section 422 of the Code.
(i) "Nonqualified stock options" means options to
purchase Stock which at the time such options are granted under this Plan do
not qualify as incentive stock options.
(j) "Parent" means any corporation which at the time an
option is granted under this Plan is a "parent corporation" as defined in
Section 425(e) of the Code.
(k) "Plan" means this Airways Corporation 1995 Stock
Option Plan.
(l) "Stock" means the Company's Common Stock, $.01 par
value per share.
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<PAGE> 2
(m) "Subsidiary" means any corporation which at the time
an option is granted under this Plan is a "subsidiary corporation" as defined
in Section 424(f) of the Code except that such term shall not include any
corporation which is classified as a foreign corporation pursuant to Section
7701 of the Code.
2. Shares Subject to the Plan. Options may be granted by the
Company from time to time to Eligible Participants to purchase an aggregate of
1,150,000 shares of Stock, and such number of shares shall be reserved for
options granted under the Plan (subject to adjustment as provided in Section
5(h)). The shares issued upon exercise of options granted under the Plan may
be authorized and unissued shares or shares held by the Company (whether
acquired specifically for issuance under the Plan or otherwise) which are
available under applicable law to be issued under the Plan. If any option
granted under the Plan shall terminate, expire or, with the consent of the
optionee, be canceled as to any shares, new options may thereafter be granted
under the Plan covering the number of shares subject to the option which was
thus terminated, expired or canceled.
3. Administration of the Plan. The Plan shall be administered by
the Compensation Committee of the Board appointed by the Board and serving at
the Board's pleasure, or such other committee as the Board may from time to
time appoint to serve as such pursuant to this Section 3. Such Committee shall
consist of not less than two members of the Board. Any grants of options to
officers who are subject to Section 16 of the Exchange Act shall be made only
by a Committee of two or more directors, each of whom is a "disinterested
person" as defined in Rule 16(b)-3(c)(2) of the Exchange Act
The Committee shall have plenary authority in its discretion, subject
to and not inconsistent with the express provisions of the Plan, to grant
options; to determine the purchase price of the Stock covered by each option,
the term of each option, the Eligible Participants to whom, and the time or
times when options shall be granted and the number of shares covered by each
option; to designate options as incentive stock options or nonqualified stock
options; with the consent of an optionee, to modify or amend an option; to
authorize any person to execute on behalf of the Company any instrument
required to effectuate the grant of an option previously granted by the Board;
to interpret the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the option
agreements (which need not be identical); to correct any defect, supply any
omission, or reconcile any inconsistency in the Plan or in any option granted
hereunder in the manner and to the extent it shall deem necessary to carry out
the terms of the Plan; and to make all other determinations deemed necessary or
advisable for the administration of the Plan. The Committee may delegate to
one or more of its members or to one or more agents such administrative duties
as it may deem advisable, and the Committee or any person to whom it has
delegated its duties as aforesaid may employ one or more persons to render
advice with respect to the responsibility the Committee or such person may have
under the Plan.
The Committee may employ attorneys, consultants, accountants or other
persons and the Committee, the Company and its officers and directors shall be
entitled to rely upon the advice,
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<PAGE> 3
opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and binding upon all persons to whom options have been granted under the
Plan, the Company and all other interested persons. No member of the Committee
shall be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan or the grant of any options made
hereunder, and all members of the Committee shall be fully-protected by the
Company in respect of any such action, determination or interpretation.
4. Grant of Options. Subject to the provisions of the Plan, the
Committee shall (a) determine and designate from time to time those Eligible
Participants to whom options are to be granted; (b) authorize the granting of
incentive stock options, nonqualified stock options, or a combination of
incentive stock options and nonqualified stock options; (c) determine the
number of shares subject to each option; and (d) determine the time or times
when and the manner in which each option shall be exercisable and the duration
of the exercise period; provided, however, that (i) incentive stock options may
be granted only to Employees, (ii) no option shall be granted after the
expiration of 10 years from the Effective Date of the Plan specified in Section
9 below, (iii) the aggregate fair market value (determined as of the date the
option is granted) of stock for which all of an Employee's incentive stock
options first become exercisable during any calendar year shall not exceed
$100,000, and (iv) no director of the Company who is not also an Employee shall
be entitled to receive any option under the Plan.
5. Terms and Conditions of Options. Each option granted under
the Plan shall be evidenced by an agreement in a form approved by the
Committee. Such agreement shall be subject to the following express terms and
conditions and to such other terms and conditions as the Committee may deem
appropriate:
(a) Option Period. Each option agreement shall specify
the period for which the option thereunder is granted and shall provide that
the option shall expire at the end of such period. The Committee may extend
such period provided that, in the case of an incentive stock option, such
extension may have the effect of causing the option to be treated as a
nonqualified stock option. In no case shall such period, including any such
extensions, exceed 10 years from the date of grant; provided, however, that in
the case of an incentive stock option granted to a person who, at the time of
grant, owns stock possessing more than 10% of the total combined voting power
of all classes of capital stock of the Company (a "Ten Percent Stockholder"),
such period, including extensions, shall not exceed five years from the date of
grant.
(b) Exercise Price. The exercise price per share of
Stock shall be determined by the Committee at the time each option is granted
and shall be not less than (i) the fair market value or (ii) in the case of an
incentive stock option granted to a Ten Percent Stockholder, 110% of the fair
market value of one share of the Stock on the date the option is granted, as
determined by the Committee.
For purposes of this Section 5, the "fair market value" of the Stock
shall be determined as follows:
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<PAGE> 4
(A) if the Stock is listed on a national
securities exchange or admitted to unlisted trading privileges on such
exchange, the fair market value on any given day shall be the closing
sale price for the Stock on such day, as reported in the Wall Street
Journal or other newspaper of general circulation;
(B) if the Stock is not listed on a national
securities exchange, the fair market value on any given day shall be
the closing sale price for the Stock as reported on the NASDAQ
National Market or Small Cap Market on such day, as reported in the
Wall Street Journal or other newspaper of general circulation;
(C) if the Stock is not listed on a national
securities exchange, is not admitted to unlisted trading privileges on
any such exchange, and is not listed on the NASDAQ National Market or
Small Cap Market, the fair market value on any given day shall be the
average of the closing representative bid and asked prices as reported
by the National Quotation Bureau, Inc. or such other publicly
available compilation of the bid and asked prices of the Stock in any
over-the-counter market on which the Stock is traded; or
(D) if there exists no public trading market for
the Stock, the fair market value on any given day shall be an amount
determined by the Board or Committee in such manner as it may
reasonably determine in its discretion, provided that such amount
shall not be less than the book value per share as reasonably
determined by the Committee as of the date of determination nor less
than the par value of the Stock.
In the event that the Stock did not trade on the day an option is
granted, the fair market value shall be determined by reference to the earliest
preceding day on which the Stock was traded.
(c) Exercise of Option. No part of any option may be
exercised for such period after the date on which the option is granted as the
Committee may specify in the option agreement, and the option agreement may
provide for exercisability in installments; provided, however, that no option
may be exercised for a period of six months after the date of grant. Option
granted under the Plan may be exercised without regard to the status of
previously granted options.
An option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
option by the person entitled to exercise the option and full payment for the
shares with respect to which the option is exercised has been received by the
Company. Until the issuance (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company) of
the stock certificate evidencing such shares, no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to the
Stock subject to the option, notwithstanding the exercise of the option. A
share certificate for the number of shares so acquired shall be issued to
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<PAGE> 5
the optionee as soon as practicable after the exercise of the option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 5(h) hereof.
(d) Payment of Purchase Price upon Exercise. Each option
shall provide that the purchase price of the shares as to which an option shall
be exercised shall be paid to the Company at the time of exercise in cash;
provided, however, that the Committee may determine, in its sole discretion,
other forms of consideration to be appropriate for payment of the purchase
price of the shares as to which an option shall be exercised, including, but
not limited to, shares of Stock already owned by the optionee having a total
fair market value, as determined by the Committee, equal to the purchase price,
or a combination of cash and Stock having a total fair market value, as so
determined, equal to the purchase price.
The Company may make loans to such option holders as the Committee, in
its discretion, may determine (including a holder who is a director or officer
of the Company) in connection with the exercise of options granted under the
Plan; provided, however, that the Committee shall have no discretion to
authorize the making of any loan where the possession of such discretion or the
making of such loan would result in a "modification" (as defined in Section
424(h) of the Code) of any incentive stock option. Such loans shall be subject
to the following terms and conditions and such other terms and conditions not
inconsistent with the Plan as the Committee shall determine:
(i) Such loans shall bear interest at such rates as the
Committee shall determine from time to time, which rates may be below
then current market rates (except in the case of incentive stock
options).
(ii) In no event may any such loan exceed the fair market
value, at the date of exercise, of the shares covered by the option or
portion thereof exercised by the holder.
(iii) No loan shall have an initial term exceeding five
years, but, any such loan may be renewable at the discretion of the
Committee.
(iv) When a loan shall have been made, shares of Common
Stock having a fair market value at least equal to the principal
amount of the loan, or such other collateral as may be deemed
appropriate by the Committee, shall be pledged to the Company as
security for payment of the unpaid balance of the loan.
(v) Every loan shall comply with all applicable laws,
regulations and rules of the Federal Reserve Board and any other
governmental agency having jurisdiction.
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<PAGE> 6
(e) Exercise in the Event of Death or Termination of
Status as an Employee or Consultant.
(i) If an optionee dies while an Employee or Consultant
of the Company or a Subsidiary or Parent or within three months after
termination of his or her status as an Employee or Consultant because
of his or her total disability, his or her option may be exercised, to
the extent that the optionee shall have been entitled to do so on the
date of his or her death, by the person or persons to whom the
optionee's right under the option passes by will or applicable law, or
if no such person has such right, by his or her executors or
administrators, at any time or from time to time, but not later than
the expiration date specified in paragraph (a) of this Section 5 or
three years after the optionee's death, whichever date is earlier.
(ii) If an optionee's status as an Employee or Consultant
of the Company or a Subsidiary or Parent shall terminate because of
his or her total disability, he or she may exercise his or her option
to the extent that he or she shall have been entitled to do so at the
date of such termination, at any time or from time to time, but not
later than the expiration date specified in paragraph (a) of this
Section 5 or one year after such termination, whichever date is
earlier.
(iii) If an optionee's status as an Employee or Consultant
of the Company or a Subsidiary or Parent shall terminate by reason of
his or her retirement in accordance with the terms of the Company's
retirement plans or with the consent of the Committee; voluntarily; or
involuntarily other than for cause, death, or total disability, all
rights to exercise his or her option shall terminate at the expiration
date specified in paragraph (a) of this Section 5 or three months
after termination of employment, whichever date is earlier.
(iv) If an optionee's status as an Employee or Consultant
of the Company or a Subsidiary or Parent shall terminate for cause,
all rights to exercise his or her option shall terminate at the date
of such termination.
"Termination for cause" shall include termination for malfeasance or
misfeasance in the performance of duties of the optionee as an
Employee or Consultant or conviction of illegal activity in connection
therewith or any conduct detrimental to the interests of the Company
or any Subsidiary or Parent, violation of the terms of the optionee's
employment or consulting agreement, if any, and in any event, the
determination of the Committee with respect to the matter of whether
an optionee's status as an Employee or Consultant of the Company or a
Subsidiary or Parent has been terminated for cause shall be final and
conclusive. "Total disability" shall mean the total and permanent
inability of a person, as a result of accident or sickness, to
perform his or her duties as an Employee or Consultant.
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<PAGE> 7
Notwithstanding subsections (ii), (iii) and (iv) above, the Committee
shall have the authority to extend the period in which an option may be
exercised, provided that no such extension may be for a term beyond the date
specified in paragraph (a) of this Section 5. Such extension of the option
exercise period may have the effect of causing the option to be treated as a
nonqualified stock option.
(f) Nontransferability. No option granted under the Plan
shall be transferable other than by will or by the laws of descent and
distribution. During the lifetime of the optionee, an option shall be
exercisable only by the optionee or by the optionee's guardian or legal
representative (unless such exercise would disqualify an option as an incentive
stock option).
(g) Investment Representation. Each option agreement may
provide that, upon demand by the Committee for such a representation, the
optionee (or any person acting under paragraph 5(e)) shall deliver to the
Committee at the time of any exercise of an option or portion thereof a written
representation that the shares to be acquired upon such exercise are to be
acquired for investment and not for resale or with a view to the distribution
thereof. Upon such demand, delivery of such representation prior to the
delivery of any shares issued upon exercise of an option and prior to the
expiration of the option period shall be a condition precedent to the right of
the optionee or such other person to purchase any shares.
(h) Adjustments in Event of Change in Common Stock. The
number and kind of shares covered by each outstanding option, and the number
and kind of shares of Stock which have been authorized for issuance under the
Plan but as to which options have not yet been granted or which have been
returned to the Plan upon cancellation or expiration of an option, as well as
the price per share of Stock covered by each such outstanding option, shall be
proportionately adjusted for any increase or decrease in the number of issued
and outstanding shares of Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Stock, or any
other increase or decrease in the number of issued shares of Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by
the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, or options or rights to purchase shares of stock
of any class shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Stock subject to an option.
In the event of the proposed dissolution or liquidation of the
Company, each option will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board. The Board may,
in the exercise of its sole discretion in such instances, declare that any
option shall terminate as of a date fixed by the Board and give each optionee
the right to exercise his or her option as to all or any part of the optioned
Stock, including shares as to which the option would not otherwise be
exercisable. In the event of a proposed sale of all or substantially all of
the assets of the Company, or the merger of the Company with or into another
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<PAGE> 8
corporation, the option shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation, unless the Board determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, that the optionee
shall have the right to exercise the option as to all of the optioned Stock,
including shares as to which the option would not otherwise be exercisable. If
the Board makes an option fully exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board shall notify
the optionee that the option shall be fully exercisable for a stated period of
time from the date of such notice, and the option will terminate upon the
expiration of such period.
(i) Incentive Stock Options. Each option agreement which
provides for the grant of an incentive stock option to a participant shall
contain such terms and provisions as the Committee may determine to be
necessary or desirable in order to qualify such option as an incentive stock
option within the meaning of Section 422 of the Code, or any amendment thereof
or substitute therefor.
(j) No Rights as Stockholder. No optionee shall have any
rights as a stockholder with respect to any shares subject to his or her option
prior to the date of issuance to him or her of a certificate or certificates
for such shares.
(k) No Rights to Continued Employment. The Plan and any
option granted under the Plan shall not confer upon any optionee any right with
respect to continuance of his or her status as an Employee or Consultant of the
Company or any Subsidiary or Parent, nor shall the Plan or any option granted
under the Plan interfere in any way with the right of the Company or any
Subsidiary or Parent, as the case may be to terminate an optionee's status as
an Employee or Consultant at any time.
6. Compliance with Other Laws and Regulations. The Plan, the
grant and exercise of options hereunder, and the obligation of the Company to
sell and deliver shares of Stock under such options, shall be subject to all
applicable federal and state laws, rules, and regulations and to such approvals
by any government or regulatory agency as may be required. The Company shall
not be required to issue or deliver any certificates for shares of Stock prior
to (a) the listing of such shares on any stock exchange on which the Stock may
then be listed and (b) the completion of any registration or qualification of
such shares under any federal or state law, or any ruling or regulation of any
government body which the Company shall, in its sole discretion, determine to
be necessary or advisable.
Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Stock hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Stock as to which such requisite authority shall not have been obtained.
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<PAGE> 9
7. Disposition of Shares. Without the consent of the Committee,
no share of Stock acquired by an exercise of an incentive stock option granted
under the Plan shall be transferable other than by will or by the laws of
descent and distribution within two years of the date such option was granted
or within one year after the transfer of such share pursuant to such exercise;
provided, however, that an optionee may sell, transfer, hypothecate, or
otherwise dispose of the shares acquired upon exercise of an incentive stock
option at any time following exercise so long as adequate provision is made for
the payment to the Company of funds sufficient for payment of any withholding
and other taxes required by any governmental authority in respect of the sale
of such shares prior to one year following the date of exercise.
8. Amendment and Discontinuance. The Board of Directors of the
Company may from time to time amend, suspend or discontinue the Plan; provided,
however, that subject to the provisions of paragraph (h) of Section 5, no
action of the Board of Directors or of the Committee may (i) increase the
number of shares reserved for options pursuant to Section 2, (ii) permit the
granting of any option having an exercise price less than that determined in
accordance with paragraph (b) of Section 5, (iii) shorten the period provided
for in paragraph (c) of Section 5 which must elapse between the date of
granting an option and the date on which any part of an option may be
exercised, (iv) permit the granting of options which expire beyond the period
provided for in paragraph (a) of Section 5, or (v) make any change that would
require stockholder approval pursuant to Rule 16b-3 under the Exchange Act,
unless such approval is obtained. Without the written consent of an optionee,
no amendment or suspension of the Plan shall alter or impair any option
previously granted to him or her under the Plan. Notwithstanding the
foregoing, the Board of Directors may also amend or modify the Plan to give
effect to changes hereafter adopted in any law, rule or regulation affecting
incentive stock options. The Plan may be amended, modified or terminated in
any other manner as may be approved by the stockholders of the Company.
9. Effective Date of the Plan. The Effective Date of the Plan
shall be April 25, 1995, the date of its adoption by the Board of Directors of
the Company. The Plan was approved by the Company's sole stockholder on April
25, 1995.
10. Name. The Plan shall be known as the "Airways Corporation
1995 Stock Option Plan."
11. Effect on Other Stock Plans. The adoption of the Plan shall
have no effect on options granted or to be granted pursuant to any other stock
option plans covering the Employees or Consultants of the Company, any
Subsidiary or Parent, or any predecessors or successors thereto.
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<PAGE> 1
EXHIBIT 23.1
[KPMG Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement of our report dated June 6, 1997, related to the consolidated
financial statements of Airways Corporation and subsidiaries appearing in the
Company's Annual Report in Form 10-K for the year ended March 31, 1997.
Our report refers to a change in the method of accounting for computer
reservation fee expense in 1997 and credit card processing fee expense in 1996.
KPMG PEAT MARWICK, LLP
Orlando, Florida
September 15, 1997
