As filed with the Securities and Exchange Commission
on September 25, 2000
Reg. No. 333-40653
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-8
Registration Statement
Under
The Securities Act of 1933
SOUTHWEST AIRLINES CO.
(Exact name of registrant as specified in its charter)
Texas 75-1563240
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 36611, Dallas, Texas 75235-1611
(Address of Principal Executive Offices) (Zip Code)
Southwest Airlines Co.
1991 Employee Stock Purchase Plan, as amended September 21, 2000
(Full title of the plan)
Gary C. Kelly
Vice President-Finance & Chief Financial Officer
Southwest Airlines Co.
P.O. Box 36611
Dallas, Texas 75235-1611
214/792-4363
(Name, address, and telephone number, including area code,
of agent for service)
Copy to:
Deborah Ackerman
Associate General Counsel
Southwest Airlines Co.
P.O. Box 36611
Dallas, Texas 75235-1611
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee
Common Stock
par value
$1.00 per 6,000,000
share shares $20.86875 $125,212,500 $33,056.10
(1) Estimated solely for the purpose of calculating the registration fee
which, pursuant to Rules 457(c) and 457(h) is based on 90% of the
average of the high and low price for the Common Stock on the New York
Stock Exchange on September 22, 2000.
(2) The number of shares of Common Stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
STATEMENT OF INCORPORATION BY REFERENCE
This Amendment No. 1 to Registration Statement on Form S-8 is being
filed to register an additional 6,000,000 shares of the Company's Common
Stock to be issued under the 1991 Employee Stock Purchase Plan (as amended,
the "Plan"). In accordance with General Instruction E to Form S-8, the
contents of the Company's Registration Statement on Form S-8 (Registration
Number 33-40653), as previously filed with the Securities and Exchange
Commission on May 16, 1991, and including all documents incorporated by
reference therein, is hereby incorporated by reference herein and made a
part hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interest of Named Experts and Counsel.
The validity of the Common Stock registered hereunder has been passed upon
for the Company by Deborah Ackerman, Esq. Ms. Ackerman is the Associate
General Counsel and Assistant Secretary of the Company. Ms. Ackerman owns
83,801 shares of Common Stock and options to purchase 42,207 shares of
Common Stock.
Item 8. Exhibits.
4 Southwest Airlines Co. 1991 Employee Stock Purchase Plan, as
amended September 21, 2000.
5 Opinion of Deborah Ackerman, Associate General Counsel of the
Company, re legality of securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Deborah Ackerman, Associate General Counsel of the
Company (contained in the opinion filed as Exhibit 5 hereto).
SIGNATURES
The Registrant. 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 the City of Dallas, State of
Texas on September 21, 2000.
SOUTHWEST AIRLINES CO.
By: /s/ Gary C. Kelly
Gary C. Kelly
Vice President-Finance,
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 21, 2000.
Signature Capacity
/s/ Herbert D. Kelleher Chairman of the Board of Directors,
- ---------------------- President and Chief Executive Officer
Herbert D. Kelleher
/s/ Gary C. Kelly Vice President-Finance
- ---------------------- (Chief Financial and Accounting Officer)
Gary C. Kelly
Director
- ----------------------
Samuel E. Barshop
/s/ Gene H. Bishop Director
- ----------------------
Gene H. Bishop
/s/ William P. Hobby Director
- ----------------------
William P. Hobby
Director
- ----------------------
Travis C. Johnson
/s/ R. W. King Director
- ----------------------
R. W. King
/s/ June M. Morris Director
- ----------------------
June M. Morris
Director
- ----------------------
C. Webb Crockett
INDEX TO EXHIBITS
4 Southwest Airlines Co. 1991 Employee Stock Purchase Plan, as
amended September 21, 2000.
5 Opinion of Deborah Ackerman, Associate General Counsel for the
Company.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Deborah Ackerman, Associate General Counsel of
Southwest (contained in the opinion filed as Exhibit 5 hereto).