Filed Pursuant to Rule 424(b)(3)
Registration No. 333-115818
PROSPECTUS SUPPLEMENT NO. 10
TO THE PROSPECTUS DATED JULY 2, 2004
OF
FLYI, INC.
(formerly Atlantic Coast Airlines Holdings, Inc.)
$125,000,000
6% CONVERTIBLE NOTES DUE 2034
This prospectus supplement relates to resales of our 6%
Convertible Notes due 2034 and shares of our common stock
issuable upon conversion of the Notes, plus an indeterminate
number of additional shares of common stock that may be
issued from time to time upon conversion of the notes as a
result of antidilution adjustments and as additional
interest, in circumstances described in the prospectus to
which this prospectus supplement refers.
This prospectus supplement, which supplements our
prospectus dated July 2, 2004, contains additional
information about the selling securityholders.
As used in this prospectus supplement, "the Company," "we,"
"our" or "us" refer to FLYi, Inc. (formerly Atlantic Coast
Airlines Holdings, Inc.) except where the context otherwise
requires or as otherwise indicated.
You should read this prospectus supplement in conjunction
with the prospectus. This prospectus supplement updates
information in the prospectus and, accordingly, to the
extent inconsistent, the information in this prospectus
supplement supercedes the information contained in the
prospectus.
Investing in the securities offered in the prospectus
involves risks. See "Risk Factors" beginning on page 8 of
the prospectus.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of
this prospectus supplement. Any representation to the
contrary is a criminal offense.
The date of this prospectus supplement is January 11, 2005
The information appearing under the section entitled
"Selling Securityholders" beginning on page 44 in the
prospectus is hereby supplemented with the following
additional selling securityholder and footnotes to the
table:
Principal
Amount of
Notes Number of Shares
Beneficially Percentage of Common Stock Percentage of
Owned That of Notes That May Be Common Stock
Name: May Be Sold Outstanding Sold(1) Outstanding(2)
LibertyView Convertible Arbitrage Fund L.P.
$2,000,000 1.60% 180,538 *
LibertyView Special Opportunities Fund L.P.
3,000,000 2.40 270,807 *
HighBridge International LLC
10,500,000 8.40 947,824.5 2.05%
* Less than 1%.
(1) Assumes conversion of all of the holder's notes
at a conversion rate of 90.2690 shares of common stock
per $1,000 principal amount of the notes. However,
this conversion rate will be subject to adjustment
as described under "Description of Notes -
Conversion Rights." As a result, the amount of
common stock issuable upon conversion of the notes
may increase or decrease in the future.
(2) Calculated based on 45,333,810 shares of common
stock outstanding as of June 30, 2004. In calculating
this amount, we treated as outstanding that number of shares of
common stock issuable upon conversion of all of a particular
holder's notes. However, we did not assume the conversion of
any other holder's notes.
The information referenced below on page 47 in the
prospectus (appearing under the section entitled
"Plan of Distribution"), is hereby amended and
restated as follows:
To our knowledge, Aristeia Trading LLC, Jeffries &
Company, Inc., Morgan Stanley & Co. Incorporated and
Wachovia Securities International LTD are registered
broker-dealers, and DBAG London, KBC Convertible Mac
28 Fund Ltd, KBC Convertible Opportunities Fund, KBC
Multistrategy Arbitrage Fund, Melody IAM, Ltd., WPG
MSA Convertible Arbitrage Fund, Wachovia Bank
National Association, Deephaven Domestic Convertible
Trading Ltd., LibertyView Convertible Arbitrage Fund
L.P., LibertyView Special Opportunities Fund L.P.,
HighBridge International LLC and Wachovia Securities
International LTD are affiliates of registered broker-
dealers.
END OF FILING