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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
March 2, 2006
PINNACLE AIRLINES CORP.
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction | (Commission | (I. R. S. Employer | ||
| of incorporation or organization) | File Number) | Identification No.) | ||
| Delaware | 001-31898 | 03-0376558 |
| (Address of principal executive offices) | (Zip Code) | |
| 1689 Nonconnah Blvd, Suite 111 Memphis, TN | 38132 |
Registrant’s telephone number, including area code
(901) 348-4100
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 Entry into a Material Definitive Agreement | ||||||||
| SIGNATURE | ||||||||
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Item 1.01 Entry into a Material Definitive Agreement
Second Amendment to Rights Agreement
On March 2, 2006, the Board of Directors of Pinnacle Airlines Corp. (the “Company”) adopted resolutions authorizing the Company and directing the rights agent under the Rights Agreement originally filed on November 14, 2003, and amended on August 11, 2005 (the “Rights Plan”), to enter into a Second Amendment to the Rights Plan. The Amendment revises the definition of “Person” in the Rights Plan to be consistent with Rule 13d-5 of the Exchange Act. The new definition of “Person” reads as follows:
“Person” means any individual, partnership, firm corporation, company association, trust, unincorporated organization, syndicate or group (the existence of a “group” being determined in accordance with Rule 13d-5 under the Exchange Act, as the Rule is in effect on the date of this Agreement including, but not limited to, a Person having any agreement, arrangement or understanding [whether formal or informal and whether of not in writing] with any other Person to act together to acquire, offer to acquire, hold, vote or dispose of any Common Shares of the Company).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PINNACLE AIRLINES CORP. (Registrant) | ||||
| By: | /s/ Peter D. Hunt | |||
| Peter D. Hunt | ||||
| Vice President and Chief Financial Officer | ||||
March 7, 2006