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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AirTran Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 58-2189551
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
9955 AirTran Blvd., Orlando, Florida 32827
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(Address of principal executive offices) (ZIP Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, $.001 par value American Stock Exchange
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If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) and is effective pursuant to General Instruction A.(d), check the
following box. [ ]
Securities Act registration statement file number to which this form relates:
N/A (if applicable)
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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Title of Class
None
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Title of Class
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Item 1. Description of Registrant's Securities to be Registered.
The authorized Capital Stock of AirTran Holdings, Inc. (the "Company")
consists of 1,000,000,000 shares of Common Stock, $.001 par value per share and
5,000,000 shares of Preferred Stock, $.01 par value per share. As of March 31,
2000, the Company had outstanding 65,724,146 shares of Common Stock.
Any Preferred Stock that may be issued shall have the rights, terms and
preferences delineated by the Company's Board of Directors in a certificate
filed with the Secretary of State of Nevada. As of the date of this Registration
Statement, no shares of Preferred Stock have been issued.
Holders of the Common Stock of the Company are entitled to cast one vote per
share on all matters submitted to a vote of stockholders. Such holders are
entitled to receive dividends when, as and if declared by the Board of Directors
out of funds legally available therefor. Holders of the Company's Common Stock
do not have any preemptive, subscription, redemption or conversion rights. Upon
any liquidation of the Company, holders of the Company's Common Stock are
entitled to share ratably in the net assets of the Company available for
distribution after payment or provision for all debts and obligations of the
Company and any preferences attributable to any series of Preferred Stock
outstanding.
The Board of Directors of the Company, without approval of its stockholders,
is authorized to establish the voting, dividend, redemption, conversion,
liquidation and other provisions of a particular series of Preferred Stock. The
issuance of Preferred Stock could, among other things, adversely affect the
voting power or other rights of the holders of Common Stock and, under certain
circumstances, make it more difficult for a third party to acquire, or
discourage a third party from acquiring, control of the Company.
The Company has a staggered Board of Directors, with each Director to be
elected every third year for a three-year term. A staggered Board of Directors
may make it less desirable for a third party to acquire control of the Company
as it may take more than one year for the third party to effect a change of
control on the Company's Board of Directors.
Under the Company's By-laws, special meetings of the stockholders of the
Company may be called only by a majority of the Board of Directors in office or
by stockholders holding not less than 25% of the voting power of the the
Company. Action may be taken by Stockholders without a meeting by written
consent setting forth the action taken signed by Stockholders holding at least a
majority of the voting power, unless a greater vote is required (i) under the
Company's Articles of Incorporation, (i) under a Certificate or Rights,
Preferences and Privileges filed in accordance with the laws of the State of
Nevada, or (iii) under Nevada law.
Item 2. Exhibits. Not Applicable.
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
AIRTRAN HOLDINGS, INC.
By: /s/ Steven A. Rossom
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Steven A. Rossom, Treasurer
Date: July 13, 2000
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