1
As filed with the Securities and Exchange Commission on April 6, 2001
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
MESA AIR GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA 85-0302351
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
410 NORTH 44TH STREET, SUITE 700, PHOENIX, ARIZONA 85008
(Address of Principal Executive Offices) (Zip Code)
-------------------------
MESA AIR GROUP 401(K) PLAN
(Full title of the plan)
BRIAN S. GILLMAN, VICE PRESIDENT AND GENERAL COUNSEL
MESA AIR GROUP, INC.
410 NORTH 44TH STREET, SUITE 700
PHOENIX, ARIZONA 85008
(Name and address of agent for service)
(602) 685-4000
(Telephone number, including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED MAXIMUM PROPOSED
AMOUNT OFFERING PRICE MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) SHARE(2) PRICE(2) FEE
Common Stock, no par value 500,000 $7.9375 $3,968,750 $992.19
================================================================================
In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(1) The provisions of Rule 416 shall apply to this Registration Statement and
the number of shares registered on this Registration Statement
automatically shall increase or decrease as a result of any future stock
split, stock dividend or similar adjustment of Mesa Air's outstanding
Common Stock.
(2) Pursuant to Rule 457(h) of the Securities Act of 1933, and solely for the
purpose of calculating the amount of the registration fee, the proposed
maximum offering price per unit and proposed maximum aggregate offering
price is based on the average of the high and low prices per share of the
Common Stock as reported on the Nasdaq National Market on March 27, 2001.
================================================================================
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Mesa Air Group, Inc., a Nevada corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents: (i) the Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 2000; (ii) the Registrant's Quarterly Report on Form 10-Q
for the quarter ended December 31, 2001; (iii) the Registrant's Proxy Statement
dated March 6, 2001; and (iv) the description of the Common Stock of the
Registrant which is contained in the Registrant's Registration Statement on Form
8-A pursuant to the Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such description.
In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities then have been
sold or which deregisters all securities offered hereby remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of the filing of such reports and documents,
except in no event shall any information included in any such document in
response to Item 402(i), (k) or (l) of Regulation S-K be deemed to constitute
part of this Registration Statement.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of the Common Stock of the Registrant
registered pursuant to this Registration Statement will be passed upon by the
Company's Vice President and General Counsel, Brian S. Gillman
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Registrant's Articles of Incorporation and Bylaws require the
Registrant to indemnify its directors and officers to the fullest extent
provided by Nevada law.
II-1
3
The Registrant currently maintains directors' and officers'
liability insurance under which the Registrant's directors and officers are
insured against loss (as defined in the policy) as a result of claims brought
against them for their wrongful acts in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
A list of the exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately precedes such
exhibits and is incorporated by reference herein.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereto)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered that
remain unsold at the termination of the offering.
II-2
4
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
5
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 Phoenix, State of Arizona, on April 6, 2001.
MESA AIR GROUP, INC.
By: /s/ Jonathan G. Ornstein
-------------------------------------------
Jonathan G. Ornstein
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Jonathan G. Ornstein and Jeff
Poeschl the true and lawful attorneys-in-fact and agents of the undersigned,
with full power of substitution and resubstitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or his substitute or substitutes,
lawfully may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Jonathan G. Ornstein
_________________________ Chairman and Chief Executive April 6, 2001
Jonathan G. Ornstein Officer(Principal Executive Officer)
/s/ Jeff Poeschl Vice President (Principal April 6, 2001
_________________________ Accounting Officer)
Jeff Poeschl
/s/ Daniel J. Altobello
_________________________ Director April 6, 2001
Daniel J. Altobello
II-4
6
/s/ Herbert Denton
_________________________ Director April 6, 2001
Herbert Denton
/s/ Ronald Fogleman
_________________________ Director April 6, 2001
Ronald Fogleman
/s/ Peter Murnane
_________________________ Director April 6, 2001
Peter Murnane
/s/ Maurice Parker
_________________________ Director April 6, 2001
Maurice Parker
/s/ James Swigart
_________________________ Director April 6, 2001
James Swigart
II-5
7
EXHIBIT INDEX
PAGE
NUMBER DESCRIPTION
4 Mesa Air Group, Inc. 401(K) Plan.
5 Opinion of Brian S. Gillman with
respect to the legality of the
Common Stock of the Registrant
registered hereby.
23(a) Consent of Deloitte Touche LLP.
23(b) Consent of KPMG LLP.
23(c) Consent of Registrant's Counsel
(contained in the Opinion of
Counsel filed as Exhibit 5).
24 Power of Attorney (included on
signature page hereto).