As filed with the Securities and Exchange Commission on May 25, 1999
Registration No. 333-14461
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 4500 94-1358276
(State or other (Primary standard (I.R.S. employer
jurisdiction of industrial classification identification number)
ncorporation or number)
organization)
13873 PARK CENTER ROAD, SUITE 490
HERNDON, VIRGINIA 20171
(703) 834-9200
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
WORLD AIRWAYS, INC. 1995 STOCK OPTION PLAN
(Full title of the plan)
VANCE FORT, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY
WORLD AIRWAYS, INC.
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)
CALCULATION OF REGISTRATION FEE
PROPOSED
TITLE OF ADDITIONAL MAXIMUM PROPOSED AMOUNT
SECURITIES AMOUNT OFFERING MAXIMUM OF
PREVIOUSLY TO BE PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING FEE
- --------------- -------------- ------------ ------------- -----------
Common Stock,
$.001 per share 700,000 shares $1.62 $1,134,000.00 $3,152.52
(1) Estimated solely for the purpose of computing the registration
fee, and with respect to the additional securities only, pursuant to Rule
457(c), on the basis of $1.62 per share, which was the average of the high
and low prices of the registrant's Common Stock as reported on the NASDAQ
SmallCap Market on May 20, 1999.
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
In accordance with General Instruction E to Form S-8, the registrant
hereby incorporates by reference the contents (except for Items 1, 2, and 8) of
its Form S-8 registration statement, Commission file no. 333-14461, filed
October 18, 1996, covering 1,100,000 shares of the registrant's Common Stock,
$.001 par value per share, underlying options available for grant under the
World Airways, Inc. 1995 Stock Option Plan. This registration statement is being
filed for the purpose of registering an additional 700,000 shares of the
registrant's Common Stock for possible grant under the same employee benefit
plan and, except to the extent that it incorporates the earlier registration
statement, includes only new information for Items 1, 2, and 8.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
World Airways, Inc. (the "registrant" or the "Company") shall deliver
or cause to be delivered to each participant, to the extent material (and prior
to the making of any investment decision), one or more documents containing the
information specified in Item 1. The document or documents themselves are not
required to be filed with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 428 and the Note to Part I.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The registrant shall provide to each participant, prior to the making
of any investment decision, a written statement advising the participant of the
availability without charge, upon written or oral request, of the documents
incorporated by reference in Item 3 of Part II and stating that these documents
are incorporated by reference into the Section 10(a) prospectus. The statement
shall also indicate the availability without charge, upon written or oral
request, of other documents required to be delivered to employees pursuant to
Rule 428(b) and including the address (giving title or department) and telephone
number to which the request is to be directed. The written statement itself is
not required to be filed with the Commission pursuant to Rule 428 and the Note
to Part I.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
NUMBER DESCRIPTION
4.1 Article IV of the Amended and Restated Certificate of Incorporation
and Section 6 * of the Amended and Restated Bylaws (Exhibits 3.1
and 3.2 to the Company's Registration Statement on Form S-1,
Commission file no. 33-95488, filed August 8, 1995)
4.2 Stock Purchase Agreement among Malaysian Helicopter Services Berhad,
WorldCorp, Inc., and the Company (Exhibit 10.1 to the Current Report on
Form 8-K of WorldCorp, Inc., Commission file no. 1-9591, filed March
14, 1994)
4.3 Stock Registration Rights Agreement between Malaysian Helicopter
Services Berhad and the Company (Exhibit 10.2 to the Current Report on
Form 8-K of WorldCorp, Inc., Commission file no. 1-9591, filed March
14, 1994)
4.4 Shareholders Agreement among Malaysian Helicopter Services Berhad,
WorldCorp, * Inc., and the Company, as amended (Exhibits 10.3 and 10.4
to the Current Report on Form 8-K of WorldCorp, Inc., Commission file
no. 1-9591, filed March 14, 1994)
4.5 Indenture between the Company and First Union National Bank, as
Trustee (Exhibit * 4.1 to the Company's Registration Statement on Form
S-3, Commission file no. 333-39673, filed November 6, 1997)
4.6 Form of 8% Convertible Subordinated Debenture due 2003, included in
the Indenture * (Exhibit 4.1 to the Company's Registration Statement on
Form S-3, Commission file no. 333-39673, filed November 6, 1997)
4.7 Registration Rights Agreement among the Company and the Initial
Purchasers of the * Debentures (Exhibit 4.3 to the Company's
Registration Statement on Form S-3, Commission file no. 333-39673,
filed November 6, 1997)
4.8 Purchase Agreement among the Company and the Initial Purchasers of
the Debentures * (Exhibit 4.4 to the Company's Registration Statement
on Form S-3, Commission file no. 333-39673, filed November 6, 1997)
5.1 Opinion and Consent of Counsel
23.1 Consent of Counsel (included in the opinion filed as Exhibit 5.1 to
this Registration Statement)
23.2 Consent of Independent Accountants
* Incorporated by reference pursuant to Rule 12b-32.
<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, Virginia, on May 25, 1999.
WORLD AIRWAYS, INC.
By: ___________________________________
Hollis L. Harris
Chairman of the Board of Directors and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on May 25, 1999 by the following persons
in the capacities indicated, each of whom appoints Vance Fort and Cathy Sigalas,
severally and not jointly, 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 may be appropriate, and any other registration
statement for the same offering to the extent permitted by Item 601(b)(24) of
Regulation S-K, 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 in connection with the offering and sale of
the securities covered hereby:
SIGNATURE CAPACITY
- --------------------------------------- ----------------------------------
_______________________________________ Chairman of the Board of Directors
Hollis L. Harris and Chief Executive Officer
(Principal Executive Officer)
_______________________________________ Director
Daniel J. Altobello
_______________________________________ Director
A. Scott Andrews
_______________________________________ Director
John C. Backus, Jr.
_______________________________________ Director
Mark M. Feldman
_______________________________________ Director
Ronald R. Fogleman
_______________________________________ Director
Rodger R. Krouse
_______________________________________ Director
Lim Kheng Yew
_______________________________________ Director
Wan Malek Ibrahim
_______________________________________ Director
Russell L. Ray, Jr.
_______________________________________ Director
Wilbur L. Ross, Jr.
_______________________________________ Director
Peter M. Sontag
_______________________________________ Chief Financial Officer
Gilberto M. Duarte, Jr. (Principal Financial and
Accounting Officer)
Exhibit 5.1
OPINION AND CONSENT OF COUNSEL
VANCE FORT
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
World Airways, Inc.
13873 Park Center Road, Suite 490
Herndon, VA 20171
(703) 834-9200
May 25, 1999
Board of Directors
World Airways, Inc.
13873 Park Center Road, Suite 490
Herndon, VA 20171
Re: WORLD AIRWAYS, INC. REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
As General Counsel to World Airways, Inc. (the "Company"), I have acted
as counsel for the Company in connection with its registration statement on Form
S-8 (the "Registration Statement"), as filed with the Securities and Exchange
Commission, covering an additional 700,000 shares of the Company's Common Stock
(the "Shares") reserved for issuance under the World Airways, Inc. 1995 Stock
Option Plan, as amended (the "Plan"). In connection with the Registration
Statement, you have requested my opinion concerning certain corporate matters.
In rendering this opinion, I have relied upon my examination of the
records of the Company and such certificates of its officers and of public
officials as I have deemed necessary.
Based on the foregoing, I am 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 issued in
accordance with the terms of the Plan, will be legally issued,
fully paid, and nonassessable.
I consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Sincerely yours,
Vance Fort
Member of the District of Columbia Bar
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of 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 30, 1999,
relating to the balance sheets of World Airways, Inc. as of December 31, 1998
and 1997, and the related statements of operations, changes in stockholders'
deficiency and cash flows for each of the years in the three-year period ended
December 31, 1998, and the related financial statement schedule, which report
appears in the December 31, 1998 annual report on Form 10-K of World Airways,
Inc.
KPMG LLP
Washington, D.C.
May 25, 1999
