As filed with the Securities and Exchange Commission on October 18, 1996.
Registration Statement No. 333- _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
WORLD AIRWAYS, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 94-1358276
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
World Airways, Inc.
Washington Dulles
International Airport
13873 Park Center Road
Suite 490
Herndon, Virginia 20171
(Address of principal executive office, including zip code)
WORLD AIRWAYS, INC. 1995 STOCK OPTION PLAN
(Full title of the Plan)
______________________
Charles W. Pollard
World Airways, Inc.
Washington Dulles International Airport
13873 Park Center Road
Suite 490
Herndon, Virginia 20171
(703) 834-9200
(Name, address, including zip code, and telephone number
including area code, of agent for service)
With copies to:
David M. Carter, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
804-788-8200
____________________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed maximum Amount of
securities to to be maximum offering aggregate registration
be registered registered price per share(1) offering price fee
Common Stock,
$.001 par 1,100,000 $9.50 $10,450,000 $3,167.00
value shares
(1) Calculated pursuant to Rule 457(c) on the basis of $9.50 per
share, which was the average of the high and low prices of the Common Stock as
quoted on the Nasdaq National Market on October 16, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by World Airways, Inc. (the "Company"
or "World Airways") with the Commission (File No. 0-26582) are incorporated
herein by reference and made a part hereof:
1. the Company's Annual Report on Form 10-K for the year
ended December 31, 1995; and
2. the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 1996, respectively.
In addition, all documents filed by the Company pursuant to Section
13(a) and 13(c) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of the Prospectus and prior to the termination
of the offering of shares of the Company's Common Stock pursuant to the World
Airways, Inc. 1995 Stock Option Plan (the "Plan"), any definitive proxy or
information statement filed pursuant to Section 14 of the Exchange Act in
connection with any subsequent meeting of shareholders and any reports filed
pursuant to Section 15(d) of the Exchange Act prior to any such termination of
the offering of shares, shall be deemed to be incorporated by reference in the
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is or is deemed to be
incorporated by reference herein modifies or supersedes such earlier
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL")
authorizes, inter alia, a corporation generally to indemnify any person
("indemnitee") who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation, in a similar position
with another corporation or entity, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. With respect to actions or suits by or in the right of the
corporation, however, an indemnitee who acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation is generally limited to attorneys' fees and other expenses, and no
indemnification shall be made if such person is adjudged liable to the
corporation unless and only to the extent that a court of competent
jurisdiction determines that indemnification is appropriate. Section 145
further provides that any indemnification shall be made by the corporation
only as authorized in each specific case upon a determination by the (i)
stockholders, (ii) board of directors by a majority
II-1
<PAGE>
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding or (iii) independent counsel if a quorum of disinterested
directors so directs, that indemnification of the indemnitee is proper because
he has met the applicable standard of conduct. Section 145 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise.
Section 8.02 of the Company's Bylaws, a copy of which is filed as
Exhibit 4.1 to this Registration Statement, provides, in substance, that
directors, officers, employees and agents shall be indemnified to the fullest
extent permitted by Section 145 of the DGCL.
Articles VIII and IX of the Company's Amended and Restated
Certificate of Incorporation, a copy of which is filed as Exhibit 4.1 to this
Registration Statement, limits the liability of directors of the Company to
the Company or its stockholders (in their capacity as directors but not in
their capacity as officers) to the fullest extent permitted by the DGCL.
Specifically, directors of the Company will not be personally liable for
monetary damages for breach of a director's fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit. The Amended and
Restated Certificate of Incorporation also provides that if the DGCL is
amended after the approval of the Amended and Restated Certificate of
Incorporation to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Company will be eliminated or limited to the full extent permitted by the
DGCL, as so amended.
The Company intends to enter into indemnification agreements with
certain of its directors providing for indemnification to the fullest extent
permitted by the laws of the State of Delaware. These agreements provide for
specific procedures to better assure the directors' rights to indemnification,
including procedures for directors to submit claims, for determination of
directors' entitlement to indemnification (including the allocation of the
burden of proof and selection of a reviewing party) and for enforcement of
directors' indemnification rights.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Articles VIII and IX of the Company's Amended and Restated
Certificate of Incorporation, incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1,
as amended, (Commission File No. 33-95488) filed on August 8,
1995, and Section 8.02 of the Company's Bylaws, incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement
on Form S-1, as amended, (Commission File No. 33-95488) filed on
August 8, 1995.
5.1 Opinion of Hunton & Williams.
10.1 World Airways, Inc. 1995 Stock Option Plan (Incorporated herein
by reference to Exhibit 10.1 to the Company's Registration
Statement on Form S-1 (No. 33-95488).
23.1 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5.1 to the Registration Statement).
23.2 Consent of KPMG Peat Marwick LLP.
II-2
<PAGE>
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or
sales are made, a post-effective amendment to this registration statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change in such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act, and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
III-3
<PAGE>
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 Herndon, Commonwealth of Virginia on October 17,
1996.
WORLD AIRWAYS, INC.
(Registrant)
By: /s/Charles W. Pollard
Charles W. Pollard
President
II-4
<PAGE>
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 indicated on September 25, 1996. Each of the directors and/or
officers of World Airways, Inc. whose signature appears below hereby appoints
T. Coleman Andrews, III, Charles W. Pollard and David M. Carter, and each of
them severally, as his attorney-in-fact to sign in his name and behalf, in any
and all capacities stated below and to file with the Securities and Exchange
Commission, any and all amendments, including post-effective amendments to
this registration statement, making such changes in the registration statement
as appropriate, and generally to do all such things in their behalf in their
capacities as officers and directors to enable World Airways, Inc., to comply
with the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.
Signature Title
/s/ T. Coleman Andrews, III Chief Executive Officer, Chairman
T. Coleman Andrews, III of the Board and Director
(Principal Executive Officer)
/s/ Charles W. Pollard President and Director
Charles W. Pollard
/s/ Michael E. Savage Vice President
Michael E. Savage Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Ahmad M. Khatib Executive Vice President - Operations
Ahmad M. Khatib and Director
/s/ A. Scott Andrews Director
A. Scott Andrews
Director
Wan Malek Ibrahim
/s/ Russell L. Ray, Jr. Director
Russell L. Ray, Jr.
/s/ Peter M. Sontag Director
Peter M. Sontag
Director
Lim Kheng Yew
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Articles VIII and IX of the Company's Amended and Restated
Certificate of Incorporation, incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on
Form S-1, as amended, (Commission File No. 33-95488) filed on
August 8, 1995, and Section 8.02 of the Company's Bylaws,
incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1, as amended, (Commission
File No. 33-95488) filed on August 8, 1995.
5.1 Opinion of Hunton & Williams.
23.1 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5.1 to the Registration Statement).
10.1 World Airways, Inc. 1995 Stock Option Plan (Incorporated herein
by reference to Exhibit 10.1 to the Company's Registration
Statement on Form S-1 (No. 33-95488).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on the signature page).
Exhibit 5.1
[Hunton & Williams Letterhead]
October 18, 1996
Board of Directors
World Airways, Inc.
13873 Park Center Road, Suite 490
Herndon, VA 22701
World Airways, Inc.
Registration Statement on Form S-8
Ladies & Gentlemen:
We are acting as counsel for World Airways, Inc. (the "Company") in
connection with its Registration Statement on Form S-8, as filed with the
Securities and Exchange Commission, with respect to up to 1,100,000 shares of
the Company's Common Stock to be issued by the Company (the "Shares") pursuant
to the World Airways, Inc. 1995 Stock Option Plan (the "Plan"). In connection
with the filing of the Registration Statement, you have requested our opinion
concerning certain corporate matters.
In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers
and of public officials as we have deemed necessary.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware.
2. The Shares have been duly authorized and, when such shares have been
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Form S-8. In giving this consent, we do not
admit that we are within the category of persons whose consent is required by
section 7 of the Securities Act of 1933 or the rules and regulations
promulgated thereunder by the Securities and Exchange Commission.
Very truly yours,
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
World Airways, Inc.
We consent to the incorporation by reference in the registration
statement on Form S-8 of World Airways, Inc. of our report dated March 18,
1996, relating to the balance sheets of World Airways, Inc. as of December 31,
1995 and 1994, and the related statements of operations, changes in common
stockholders' equity (deficit) and cash flows for each of the years in the
three-year period ended December 31, 1995, and the related financial statement
schedule, which report appears in the December 31, 1995 annual report on Form
10-K of World Airways, Inc., incorporated by reference herein.
KPMG PEAT MARWICK LLP
Washington, D.C.
October 17, 1996
