As filed with the Securities and Exchange Commission on July 27, 1999.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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FRONTIER AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1256945
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
12015 East 46th Avenue, Denver, CO 802
(Address of Registrant's principal executive offices
FRONTIER AIRLINES, INC.
1994 STOCK OPTION PLAN
(Full title of the plan)
Arthur T. Voss
Frontier Airlines, Inc.
12015 East 46th Avenue
Denver, Colorado 80239
(303) 371-7400
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maxi-mum Proposed Maxi-
Title of Securities Amount to Be Offering Price Per mum Aggregate Amount of
to be Registered Registered Share Offering Price Registration Fee
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Common Stock 2,000,000 Shares(1) $18.125(2) $36,250,000(2) $10,078
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1. Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration
Statement also covers such indeterminable number of additional shares of
Common Stock as may be issuable pursuant to the anti-dilution provisions
of the Frontier Airlines, Inc. 1994 Stock Option Plan.
2. Pursuant to Rule 457 of the Securities Act of 1933, the proposed maximum
offering price per share and the proposed maximum aggregate offering
price, determined solely for purposes of calculating the registration fee,
are based upon the last sale price of shares of the Common Stock on the
Nasdaq National Market on July 23, 1999.
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1
EXPLANATORY STATEMENT
Pursuant to Instruction E to Form S-8, this registration statement on
Form S-8 (this "Registration Statement") registers an additional 2,000,000
shares of Frontier Airlines, Inc. ("Company") common stock, no par value
("Common Stock"), for issuance upon exercise of options granted pursuant to the
Frontier Airlines, Inc. 1994 Stock Option Plan.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I to be contained in a Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 of the Securities Act of 1933 (the "Securities Act") and
the Note to Part I of Form S-8.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of Item 3 of the Company's registration statement on Form
S-8 (Registration No. 333-31389) filed on July 16, 1997 are incorporated herein
by this reference.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The contents of Item 6 of the Company's registration statement on Form
S-8 (Registration No. 333-31389) filed on July 16, 1997 are incorporated herein
by this reference.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
The contents of Item 8 of the Company's registration statement on Form
S-8 (Registration No. 333-31389) filed on July 16, 1997 are
incorporated herein by this reference.
4.1 Specimen Common Stock Certificate.(1)
4.2 Frontier Airlines, Inc. 1994 Stock Option Plan.(2)
4.3 Amendment No. 1 to 1994 Stock Option Plan.(3)
4.4 Amendment No. 2 to 1994 Stock Option Plan.(4)
4.5 Restated Frontier Airlines, Inc. 1994 Stock Option Plan
(amended to reflect increased shares available for issuance).*
5.1* Opinion of Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
as to the legality of the additional Common Stock being
registered.
23.1* Consent of KPMG LLP.
23.2* Consent of Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
(contained in Exhibit 5.1 hereto and incorporated by
references therefrom).
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* Filed herewith.
(1) Incorporated by reference from Exhibit 4.1 to the Company's
registration statement on Form SB-2 (Registration No. 33-77790-D) declared
effective May 20, 1994.
(2) Incorporated by reference from Exhibit 10.2 to the Company's
registration statement on Form SB-2 (Registration No. 33-77790-D) declared
effective May 20, 1994.
(3) Incorporated by reference from the Company's annual report on
Form 10-KSB (File No. 04877) filed on June 29, 1995.
(4) Incorporated by reference from the Company's annual report on
Form 10-KSB (File No. 024126) filed on July 14, 1997.
Item 9. UNDERTAKINGS
The contents of Item 9 of the Company's registration statement on Form
S-8 (Registration No. 333-31389) filed on July 16, 1997 are incorporated herein
by this reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Denver, State of Colorado on July 27, 1999.
FRONTIER AIRLINES, INC.
By: /s/ Samuel D. Addoms
Samuel D. Addoms Principal Executive
Officer and Principal Financial Officer
By: /s/ Elissa A. Potucek
Elissa A. Potucek
Principal Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: July 27, 1999 /s/ Samuel D. Addoms
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Samuel D. Addoms, Director
Date: July 27, 1999 /s/ William B. McNamara
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William B. McNamara, Director
Date: July 27, 1999 /s/ D. Dale Browning
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D. Dale Browning, Director
Date: July 27, 1999 /s/ B. LaRae Orullian
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B. LaRae Orullian, Director
Date: July 27, 1999 /s/ B. Ben Baldanza
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B. Ben Baldanza, Director
Date: July 27, 1999 /s/ Paul Stephen Dempsey
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Paul Stephen Dempsey, Director
Date: July 27, 1999 /s/ James B. Upchurch
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James B. Upchurch, Director
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EXHIBIT INDEX
Exhibit Number Description of Document
4.1 Specimen Common Stock certificate.(1)
4.2 Frontier Airlines, Inc. 1994 Stock Option Plan.(2)
4.3 Amendment No. 1 to 1994 Stock Option Plan.(3)
4.4 Amendment No. 2 to 1994 Stock Option Plan.(4)
4.5 Restated Frontier Airlines, Inc. 1994 Stock Option Plan
(amended to reflect increased shares available for
issuance).*
5.1* Opinion of Otten, Johnson, Robinson, Neff & Ragonetti,
P.C. as to the legality of the additional Common Stock
being registered.
23.1* Consent of KPMG LLP.
23.2* Consent of Otten, Johnson, Robinson, Neff & Ragonetti,
P.C. (contained in Exhibit 5.1 to this Registration
Statement on Form S-8 and incorporated by reference
therefrom).
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* Filed herewith.
(1) Incorporated by reference from Exhibit 4.1 to the Company's
registration statement on Form SB-2 (Registration No. 33-77790-D) declared
effective on May 20, 1994.
(2) Incorporated by reference from Exhibit 10.2 to the Company's
registration statement on Form SB-2 (Registration No. 33-77790-D) declared
effective May 20, 1994.
(3) Incorporated by reference from the Company's annual report on
Form 10-KSB (File No. 04877) filed on June 29, 1995.
(4) Incorporated by reference from the Company's annual report on
Form 10-KSB (File No. 024126) filed on July 14, 1997.
7