As submitted to the Securities and Exchange Commission on July 18, 2019.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM20-F/A
(Amendment No.1)
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _______________
OR
| ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
Commission file number:001-38049
Azul S.A.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of the Registrant’s name into English)
Federative Republic of Brazil
(Jurisdiction of incorporation or organization)
Edifício Jatobá, 8th floor, Castelo Branco Office Park
Avenida Marcos Penteado de Ulhôa Rodrigues, 939
Tamboré, Barueri, São Paulo, SP06460-040
Federative Republic of Brazil
(Address of principal executive offices)
Alexandre Wagner Malfitani (Chief Financial Officer)
Email: alex.malfitani@voeazul.com.br
Telephone: +55.11.4134.9807
(Name, Telephone,E-mail and/or Facsimile number and Address of Company Contact Person)
Title of each class | Name of each exchange on which registered | |
American Depositary Shares (as evidenced by American Depositary Receipts), each representing three Preferred Shares | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
928,965,058 Common Shares
326,631,190 Preferred Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Indicate by check mark whether the 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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer ☒ | Accelerated filer ☐ | |
Non-accelerated filer ☐ | Emerging growth company ☐ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board. ☒ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement
item the registrant has elected to follow:
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).
Yes ☐ No ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court:
Yes ☐ No ☐
EXPLANATORY NOTE
We are amending our Annual Report on Form20-F for the year ended December 31, 2018 as originally filed with the U.S. Securities and Exchange Commission on April 30, 2019 (the “Original Annual Report”) for the following reasons:
| (i) | to amend and restate the third paragraph in “Item 8. Financial Information – Consolidated Statements and Other Financial Information — Legal Proceedings” on page 121 of the Original Annual Report as follows to rectify the amount of the provision in respect of civil claims: |
“As of December 31, 2018, we are party to approximately 9,208 civil claims of various types (deemed “active” under our criteria, which does not consider claims in which agreements were entered into or claims that are in their closing stage), in which the original aggregate amount claimed is approximately R$299.5 million. We have provisioned a total of R$44.9 million in respect of these civil claims. In addition, we are party to 2,898 legal proceedings relating to labor law issues of various types, for which the aggregate amount claimed is approximately R$325.3 million. We have provisioned a total of R$34 million in respect of these labor law proceedings.”
| (ii) | to include the execution version of Amendment No 2 to the A320 Neo Purchase Agreement dated as of July 20, 2018. The Company has found the exhibit filed with the Original Annual Report not to be the execution version. |
This Amendment No. 1 consists of a cover page, this explanatory note, the exhibit referred to in paragraph (ii) of this explanatory note, the signature pages and the required certifications of the chief executive officer and chief financial officer of Azul S.A.
Except for the matters described above, this Amendment No. 1 does not modify or update disclosure in, or exhibits to, the Original Form20-F.
ITEM 19.EXHIBITS
Exhibit | Description | |
| 4.6.1†** |
| |
| 12.1** |
| |
| 12.2** | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbannes-Oxley Act of 2002 |
| (**) | Filed herewith. |
| † | Certain identified confidential information has been redacted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| AZUL S.A. | ||||||
| By: | /s/ John Peter Rodgerson | |||||
| Name: | John Peter Rodgerson | |||||
| Title: | Chief Executive Officer | |||||
| By: | /s/ Alexandre Wagner Malfitani | |||||
| Name: | Alexandre Wagner Malfitani | |||||
| Title: | Chief Financial Officer | |||||
Dated: July 18, 2019
