| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 |
Form 10-K/A
(Amendment No. 1)
| [X] | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the fiscal year ended December 31, 2007 | |
| or | |
| [ ] | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the transition period from__________ to__________ |
Commission File Number 001-31898
PINNACLE AIRLINES CORP.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 03-0376558 (I.R.S. Employer Identification No.) |
1689 Nonconnah Blvd, Suite 111 Memphis, Tennessee (Address of principal executive offices) | 38132 (Zip Code) |
901-348-4100
(Registrant's telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | |
| Title of each class: | Name of each exchange on which registered: |
| Common Stock, $.01 par value | Nasdaq Global Select Market |
| Securities registered pursuant to section 12 (g) of the Act: None | |
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] | No [ X ] |
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] | No [ X ] |
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] | No [ ] |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ X ] | Non-accelerated filer [ ] | Smaller reporting company [ ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] | No [ X ] |
The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was $377 million as of June 30, 2007.
As of March 14, 2008, 17,952,907 shares of common stock were outstanding.
Documents Incorporated by Reference
Certain information called for by Part III of Form 10-K is incorporated by reference to the Proxy Statement for our 2008 Annual Meeting of Stockholders to be filed with the Commission within 120 days after December 31, 2007.
Explanatory Note
We are amending our Annual Report on Form 10-K (the "Original Filing") for the year ended December 31, 2007, which was filed with the Securities and Exchane Commission on March 17, 2008. This Amendment is being filed to amend Item 15 ("Exhibits and Financial Statement Schedules"), specifically to clarify the provisions in Exhibits 10.43 and 10.62 for which confidential treatment is sought. The purpose of this Amendment is to respond to comments received from the Securities and Exchange Commission and to correct Exhibits 10.43 and 10.62 as originally filed.
This Amendment contains only the cover page, this Explanatory Note, the Signature Page and Exhibits 10.43 and 10.62. This Amendment does not modify or update other disclosures in the Original Filing, and, accordingly, it should be read in conjunction with the Original Filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Pinnacle Airlines Corp. has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.
| Pinnacle Airlines Corp. | |||
| Registrant | |||
| By: | /s/ Peter D. Hunt | ||
| Name: | Peter D. Hunt | ||
| August 28, 2009 | Title: | Vice President and Chief Financial Officer |
Index of Exhibits
Certain portions of the exhibits described below have been omitted. The Company has filed and requested confidential treatment for non-public information with the Securities and Exchange Commission.
The following exhibits are filed as part of this Form 10-K/A.
| Exhibit Number | Description | |
| 10.43 | CF34-3B1 Engine Hourly Rate Program Repair and Services Agreement between Northwest Airlines, Inc. and Standard Aero Ltd., dated as of September 1, 2007 | |
| 10.62 | Form of Loan Agreement, between the Registrant and Export Development Canada, for the financing of Q400 and CRJ-900 aircraft | |
| 31.1 | Certification of Chief Executive Officer | |
| 31.2 | Certification of Chief Financial Officer | |
| 32 | Certifications of CEO and CFO |