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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/06/20 Atlas Air Worldwide Holdings Inc. S-8 8/06/20 4:166K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 33K
Employee Benefit Plan
2: EX-4.4 Instrument Defining the Rights of Security Holders HTML 55K
3: EX-5.1 Opinion of Counsel re: Legality HTML 9K
4: EX-23.2 Consent of Expert or Counsel HTML 5K
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | 24.1 | ||||
| " | Powers of Attorney (included as part of signature page attached hereto) | ||||
| Registration No. 333- |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATLAS AIR WORLDWIDE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 13-4146982 |
|
(State or other jurisdiction
of |
(I.R.S. Employer |
2000 Westchester Avenue
(914) 701-8000
(Address of principal executive offices)
(Telephone number)
2018 Incentive Plan, as amended
(Full name of plan)
Adam R. Kokas
Executive Vice President, General Counsel and Secretary
Atlas Air Worldwide Holdings, Inc.
2000 Westchester Avenue
(914) 701-8000
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| Emerging growth company | ¨ |
If an emerging growth company, 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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered (1) |
Proposed Maximum Offering Price per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||||||||||
| Common Stock, $0.01 per share | 1,037,250 shares | $ | 53.20 | (2) | $ | 55,181,700.00 | $ | 7,162.58 | ||||||||
| (1) | This registration statement (the “Registration Statement”) also covers an indeterminate number of additional shares that may be issued upon any stock split, stock dividend, recapitalization or other similar transaction in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”). |
| (2) | This estimation is solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act and is based upon the average of the high and low sales prices of our shares of common stock, par value $0.01 per share (the “Common Stock”), on August 3, 2020, as reported on the NASDAQ Global Select Market. |
C:
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,037,250 shares of common stock, par value $0.01 per share, of Atlas Air Worldwide Holdings, Inc. (the “Registrant”) issuable pursuant to the Registrant’s 2018 Incentive Plan, as amended. Pursuant to General Instruction E to Form S-8, the contents of the Registrant’s previously filed Registration Statements on Form S-8 filed with the Securities and Exchange Commission on August 1, 2019 (Registration No. 333-232942) and on November 1, 2018 (Registration No. 333-228111), respectively, are hereby incorporated herein by reference to the extent not otherwise amended or superseded by the contents hereof.
C:
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
C:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Purchase, State of New York, on the 6th day of August, 2020.
| ATLAS AIR WORLDWIDE HOLDINGS, INC. | ||
| By: | /s/ John W. Dietrich | |
| John W. Dietrich | ||
| President and Chief Executive 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.
In addition, the undersigned directors and officers of Atlas Air Worldwide Holdings, Inc. hereby severally constitute and appoint John W. Dietrich, Adam R. Kokas and Spencer Schwartz and each of them singly, their true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments (including post-effective amendments and any registration statements relating to the same offering effective upon filing pursuant to Rule 462(b)) or supplements to the Registration Statement on Form S-8 of Atlas Air Worldwide Holdings, Inc., and generally to do all such things in our name and on our behalf in our capacities indicated below to enable Atlas Air Worldwide Holdings, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be required by our said attorneys or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
| Signatures | Title | Dates | ||
/s/ William J. Flynn |
Chairman of the Board of Directors | August 6, 2020 | ||
/s/ John W. Dietrich |
President, Chief Executive Officer and Director (Principal Executive Officer) |
August 6, 2020 | ||
/s/ Spencer Schwartz |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | August 6, 2020 | ||
/s/ Keith H. Mayer |
Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) | August 6, 2020 | ||
| Director | August 6, 2020 | |||
| Director | August 6, 2020 | |||
/s/ Bobby J. Griffin |
Director | August 6, 2020 | ||
/s/ Carol B. Hallett |
Director | August 6,, 2020 | ||
/s/ Jane H. Lute |
Director | August 6, 2020 | ||
/s/ Duncan J. McNabb |
Director | August 6, 2020 | ||
/s/ Sheila A. Stamps |
Director | August 6, 2020 | ||
/s/ John K. Wulff |
Director | August 6, 2020 |
C:
C:
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 8/6/20 | 10-Q, 8-K | ||
| 8/3/20 | ||||
| 8/1/19 | 10-Q, 8-K, S-8 | |||
| 11/1/18 | 10-Q, 8-K, S-8 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/01/19 Atlas Air Worldwide Holdings Inc. S-8 8/01/19 3:122K Toppan Merrill/FA 11/01/18 Atlas Air Worldwide Holdings Inc. S-8 11/01/18 3:288K Toppan Merrill/FA 12/15/16 Atlas Air Worldwide Holdings Inc. 8-K:5,9 12/12/16 2:119K Donnelley Fi… Express/FA 11/03/16 Atlas Air Worldwide Holdings Inc. 10-Q 9/30/16 89:7.2M Donnelley … Solutions/FA 2/21/01 Atlas Air Worldwide Holdings Inc. 8-K12G3:5,7 2/16/01 5:102K Cahill Gordon & Rei… LLP |