1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Amendment No. 1 to Annual Report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended March 31, 1995
or
[ ] Transition report under section 13 or 15(d) of the Securities Act of
1934 for the transition period from
______________________ to ______________________
SKYWEST, INC.
-----------------------------------------------------------------
(Exact name of small business issuer in its charter)
UTAH 0-14719 87-0292166
---------------------- ----------------------- ----------------------
(State or other (Commission File No.) (IRS Employer
jurisdiction Identification No.)
of incorporation)
444 SOUTH RIVER ROAD
ST. GEORGE, UTAH 84770
-----------------------------------------------------------------
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (801) 634-3000
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
Indicate by check mark whether the Registrant (1) has filed all
documents and 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 [ ].
The aggregate market value of Common Stock held by non-affiliates (based
upon the closing sale price of the Common Stock on the NASDAQ National Market
System) on June 21, 1995, was approximately $225,796,638.
As of June 21, 1995, there were 10,322,132 shares of Common Stock
outstanding.
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 Registrant's knowledge, in definitive proxy statement
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K. [X]
Documents Incorporated by Reference
Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended March 31, 1995, are incorporated by reference in Part II as
specified.
Portions of the Registrant's Proxy Statement to be used in connection
with the solicitation of proxies to be voted at the Registrant's 1995 Annual
Meeting of Shareholders, to be filed with the Commission, are incorporated by
reference in Part III as specified.
================================================================================
2
AMENDMENT NO. 1
Pursuant to an Order Granting Application Under the Securities Exchange
Act of 1934, as Amended, and Rule 24b-2 Thereunder Respecting Confidential
Treatment dated September 6, 1995 (the "Order"), the Securities and Exchange
Commission granted the application of the Registrant dated June 29, 1995, to
preserve the confidential nature of certain portions (the "Confidential
Portions") of Exhibit 10.16 ("Exhibit 10.16") to the Registrant's Annual Report
on Form 10-K for the period ended March 31, 1995 (the "Form 10-K").
Due to the expiration of the time period allowed the Registrant pursuant
to the Order for confidential treatment of the Confidential Portions, the
Registrant hereby amends the Form 10-K, solely for the purpose of refiling
Exhibit 10.16, including without limitation the Confidential Portions.
ITEM 14(c). EXHIBITS.
Incorporated Filed
Number Exhibit by Reference Herewith
------ ------- ------------ --------
3.1 Restated Articles of Incorporation................. (1)
3.2 Amended By-Laws................................... (6)
4.1 Articles IV and VI of Restated Articles of
Incorporation describing the Common Shares and
shareholders rights (included in Exhibit 3.1) (1)
4.2 Article II of the Amended By-Laws defining the
rights of Common Shareholders (included in
Exhibit 3.2)...................................... (6)
10.1 SkyWest, Inc. Amended and Combined Incentive
and Non-Statutory Stock Option Plan............... (6)
10.2 Delta Connection agreement dated January 13,
1987 between Delta Air Lines, Inc. and
SkyWest, Inc...................................... (2)
10.3 Stock Option agreement dated January 28, 1987
between Delta Air Lines, Inc. and SkyWest, Inc. (2)
10.4 Purchase Agreement No. 382 COI/85 dated
December 27, 1985 between EMBRAER-
Empresa Brasileira de Aeronautica S.A. and
SkyWest Airlines, Inc., as amended by Letter
Supplement dated December 30, 1985 and an
Amendment dated January 30, 1986.................. (1)
10.5 Aircraft Lease dated December 29, 1986 between
EFA Leasing Company and SkyWest Airlines,
Inc. (N2698C)..................................... (3)
10.6 Aircraft Lease dated December 29, 1986 between
EFA Leasing Company and SkyWest Airlines,
Inc. (N26974)..................................... (3)
10.7 Aircraft Lease dated December 29, 1986 between
EFA Leasing Company and SkyWest Airlines,
Inc. (N2699Y)..................................... (3)
2
3
10.10 Aircraft Lease dated October 31, 1988 between
CIT Group/Capital Financing, Inc. and SkyWest
Airlines, Inc. (N2720B, N27220, N2724S)........... (4)
10.11 Aircraft Lease dated December 12, 1988 between
Heleasco Fourteen, Inc. and SkyWest Airlines,
Inc. (N27240, N2726N, N2725D)..................... (4)
10.12 Aircraft Lease dated April 10, 1989 between
Wilmington Trust Company and SkyWest
Airlines, Inc. (N27297, N27278, N2730P)........... (5)
10.13 Lease Agreement dated December 1, 1989
between Salt Lake City Corporation and SkyWest
Airlines, Inc..................................... (7)
10.14 Purchase Agreement No. DSP/AJV-30B/93 dated
March 30, 1993 between EMBRAER-Empresa
Brasileira de Aeronautica S.A. and SkyWest
Airlines, Inc., as amended by a Letter of
Supplement dated May 17, 1993..................... (8)
10.15 Purchase Agreement dated July 23, 1993
between Bombardier Regional Aircraft Division
and SkyWest Airlines, Inc......................... (9)
10.16 Purchase Agreement No. DSP/AJV-042/95 dated
June 9, 1995 between EMBRAER-Empresa
Brasileira de Aeronautica S.A. and SkyWest
Airlines, Inc..................................... X
10.17 SkyWest, Inc. 1995 Employee Stock Purchase
Plan.............................................. (10)
11.0 Computation of earnings per share................. (10)
13.1 Certain portions of the Annual Report to
Shareholders for the year ended March 31, 1995,
incorporated by reference into this report on
Form 10-K......................................... (10)
22.1 Subsidiaries of the Registrant.................... (1)
24.1 Consent of independent public accountants......... (10)
- ----------------------
(1) Incorporated by reference to Registration Statement on Form S-1, File No.
33-5823.
(2) Incorporated by reference to Registrant's 10-Q filed for the quarter ended
December 31, 1986.
(3) Incorporated by reference to Registrant's Form 10-K filed for the year
ended March 31, 1987.
(4) Incorporated by reference to Registrant's Form 10-K filed for the year
ended March 31, 1989.
(5) Incorporated by reference to Registrant's Form 10-K filed for the year
ended March 31, 1990.
(6) Incorporated by reference to Registration Statement on Form S-8, File No.
33-41285.
(7) Incorporated by reference to Registrant's Form 10-K filed for the year
ended March 31, 1992.
(8) Incorporated by reference to Registration Statement on Form S-2, File No.
33-61958.
(9) Incorporated by reference to Registrant's Form 10-K filed for the year
ended March 31, 1994.
(10) Filed previously with the Form 10-K.
3
4
SIGNATURES
Pursuant to the requirements of Rule 12b-15 promulgated under the
Securities Exchange Act of 1934, the Registrant has duly caused this Amendment
No. 1 to Annual Report on Form 10-K/A to be signed on its behalf by the
undersigned, thereunto duly authorized, as of June 25, 1997.
SKYWEST, INC.
By: /s/ Jerry C. Atkin
-------------------------------------
Jerry C. Atkin
Chairman, President and
Chief Executive Officer
4