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As filed with the Securities and Exchange Commission on February 2, 1998
Registration No. 33-98568
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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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AIRTRAN HOLDINGS, INC.*
(Exact name of registrant as specified in its charter)
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Nevada 58-2189551
(State or other Jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9955 AIRTRAN BOULEVARD
ORLANDO, FLORIDA 32827
(407) 857-1579
(Address, including zip code, and telephone number
including area code, of registrant's principal executive offices)
AIRWAYS CORPORATION 1995 STOCK OPTION PLAN
AIRWAYS CORPORATION 1995 DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
DAVID LANCELOT
9955 AIRTRAN BOULEVARD
ORLANDO, FLORIDA 32827
(407) 857-1579
(Name, address, including zip code, and telephone number
including area code, of agent for service)
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Copies to:
ROBERT B. GOLDBERG, ESQ.
ELLIS, FUNK, GOLDBERG, LABOVITZ & DOKSON, P.C.
3490 PIEDMONT ROAD, N.E., SUITE 400
ATLANTA, GEORGIA 30305
(404) 233-2800
* SUCCESSOR IN INTEREST TO AIRWAYS CORPORATION
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
AirTran Holdings, Inc., by filing this Post-Effective Amendment No. 2 to
Registration Statement No. 33-98568, expressly adopts the statements in such
Registration Statement as its own Registration Statement for all purposes of the
Securities Act of 1933 and the Securities Exchange Act of 1934. The following
reflects the material changes to such Registration Statement resulting from the
succession of AirTran Holdings, Inc. in place of Airways Corporation under such
Registration Statement. Except for the following, the Registration Statement as
previously filed remains in effect.
As a result of a merger of Airways Corporation ("Airways") with and into
AirTran Holdings, Inc. ("Holdings"), each share of outstanding Common Stock in
Airways has been automatically converted into one share of Common Stock in
Holdings. From and after the date of the merger on November 17, 1997, this
Registration Statement relates to the Common Stock in Holdings subject to
options granted under the Airways Corporation 1995 Stock Option Plan and the
Airways Corporation 1995 Director Stock Option Plan and all references to the
"Company" and to the "Registrant" in the Registration Statement shall hereafter
refer to AirTran Holdings, Inc. and its subsidiaries.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
In addition to the documents incorporated by reference into the
Registration Statement filed on October 24, 1995, the following documents filed
with the Commission are also incorporated in this Registration Statement by
reference:
(a) The description of Holdings' Common Stock contained in its Registration
Statement on Form 8-A filed with the Commission on October 3, 1995;
(b) The description of Holdings' Common Stock contained in the section
entitled "VALUJET CAPITAL STOCK" in its Registration Statement No.
333-33837 on Form S-4, as amended, initially filed with the Commission on
August 18, 1997;
(c) Holdings' Annual Report on Form 10-K for the year ended December 31,
1996;
(d) Holdings' Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30 and September 30, 1997;
(e) Holdings' Current Reports on Form 8-K dated July 10, 1997, August 13,
1997 and November 17, 1997; and
(f) All documents subsequently filed by Holdings pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act (other than preliminary proxy
materials filed pursuant to Section 14) after the date of this Post-
Effective Amendment No. 2 to this Registration Statement and prior to the
termination of the offering.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby after the date of this
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Post-Effective Amendment No. 2 to Registration Statement has been passed on for
Holdings by Ellis, Funk, Goldberg, Labovitz & Dokson, P.C., Atlanta, Georgia.
Certain shareholders of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C. own
approximately 23,000 shares of Common Stock of Holdings.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of Holdings provide that directors of Holdings
will not be personally liable for monetary damages to the company for certain
breaches of their fiduciary duty as directors to the fullest extent allowable by
Nevada law. Under current Nevada law, directors would remain liable for: (i)
acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, and (ii) approval of certain illegal dividends or redemptions.
In appropriate circumstances, equitable remedies or nonmonetary relief, such as
injunction, will remain available to a stockholder seeking redress from any such
violation. In addition, the provision applies only to claims against a director
arising out of his role as a director and not in any other capacity (such as an
officer or employee of Holdings).
Holdings also has the obligation, pursuant to its By-laws, to indemnify any
director or officer of Holdings for all expenses incurred by them in connection
with any legal action brought or threatened against such person for or on
account of any action or omission alleged to have been committed while acting in
the course and scope of the person's duties, if the person acted in good faith
and in a manner which the person reasonably believed to be in or not opposed to
the best interests of the company, and with respect to criminal actions, had no
reasonable cause to believe the person's conduct was unlawful, provided that
such indemnification is made pursuant to then existing provisions of Nevada
General Corporation Law at the time of any such indemnification.
ITEM 8. EXHIBITS.
The following additional Exhibits are filed as part of this Registration
Statement, as hereby amended:
4(a) Articles of Incorporation of Holdings. (1)
4(b) By-laws of Holdings. (1)
4(c) Plan of Reorganization and Agreement of Merger dated July 10, 1997,
between Holdings and Airways. (2)
4(d) Plan of Merger dated July 10, 1997 between Holdings and Airways. (2)
4(e) Amendment to Plan of Reorganization and Agreement of Merger between
Holdings and Airways. (3)
4(f) Amendment to Plan of Merger between Holdings and Airways. (3)
5 Opinion of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C.
23(a) Consent of Ernst & Young, LLP.
23(b) Consent of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C. (included in
Exhibit 5).
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(1) Incorporated by reference to Holdings' Registration Statement on Form S-4,
registration number 33-95232, filed with the Commission on August 1, 1995,
and amendments thereto.
(2) Incorporated by reference to Holdings' Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997, file no. 0-26914, filed with the Commission
on August 14, 1997.
(3) Incorporated by reference to Holdings' Registration Statement on Form S-4,
registration number 333- 33837, initially filed with the Commission on
August 18, 1997, and amendments thereto.
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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 Post-Effective
Amendment No. 2 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia
on the 15th day of January, 1998.
AIRTRAN HOLDINGS, INC. (as successor to
Airways Corporation)
By: /s/ D. Joseph Corr
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D. Joseph Corr, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to Registration Statement has been signed by the
following persons on the 15th day of January, 1998 in the capacities indicated.
/s/ D. Joseph Corr President (principal executive
- -------------------------- officer) and Director
D. Joseph Corr
/s/ David Lancelot Controller (principal accounting
- -------------------------- officer)
David Lancelot
/s/ Don L. Chapman Director
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Don L. Chapman
/s/ John K. Ellingboe Director
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John K. Ellingboe
/s/ Lewis H. Jordan Director
- --------------------------
Lewis H. Jordan
/s/ Robert C. Pohlad Director
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Robert C. Pohlad
/s/ Robert L. Priddy Director
- --------------------------
Robert L. Priddy
/s/ Robert D. Swenson Director
- --------------------------
Robert D. Swenson
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[LETTERHEAD OF ELLIS, FUNK, GOLDBERG, LABOVITZ & DOKSON APPEARS HERE]
EXHIBIT 5
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February 2, 1998
AirTran Holdings, Inc.
9955 AirTran Boulevard
Orlando, Florida 32827
Re: AirTran Holdings, Inc. Post-Effective Amendment No. 2 to Registration
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Statement on Form S-8
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Dear Gentlemen:
At your request, we have examined the Post-Effective Amendment No. 2 to the
Registration Statement on Form S-8 filed by AirTran Holdings, Inc., a Nevada
corporation, (the "Company"), with the Securities and Exchange Commission with
respect to the registration under the Securities Act of 1933, as amended, of up
to 1,300,000 shares of Common Stock, $0.001 par value per share, of the Company
(the "Common Stock") issuable by the Company upon the exercise of options that
have been or may be granted under the Airways Corporation 1995 Stock Option Plan
and Airways Corporation 1995 Director Stock Option Plan, as adopted by the
Company (referred to herein as the "Plans").
As your counsel, and in connection with the preparation of Post-Effective
Amendment No. 2 to the Registration Statement, we have examined the originals or
copies of such documents, corporate records, certificates of public officials,
officers of the Company and other instruments relating to the authorization and
issuance of the Common Stock as we deemed relevant or necessary for the opinion
herein expressed.
Upon the basis of the foregoing, it is our opinion that the Common Stock to
be issued and sold by the Company under the Plans will be, upon exercise of the
options in accordance with the terms of the Plans (including payment by the
optionee of the option exercise price) and issuance of shares by the Company,
legally issued, fully-paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name in the "Legal"
section of the Registration Statement, including the Prospectus constituting a
part thereof, and any amendments thereto.
Yours truly,
ELLIS, FUNK, GOLDBERG, LABOVITZ
& DOKSON, P.C.
By: /s/ Robert B. Goldberg
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RBG/slb
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EXHIBIT 23(a)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post Effective Amendment No. 2
to the Registration Statement on Form S-8 pertaining to the Airways Corporation
1995 Stock Option Plans of our report dated February 10, 1997, except for Note 4
as to which the date is March 27, 1997, with respect to the consolidated
financial statements and schedule of ValuJet, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Atlanta, Georgia
January 27, 1998
