SEC Form S-8 POS filed by Hawaiian Holdings Inc.
Registration No. 333-204383
333-172356
333-127731
333-127732
333-61244-99
333-63575-99
333-09667-99
333-09669-99
333-09671-99
333-87540-99
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO:
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-204383
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-172356
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-127731
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-127732
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-61244-99
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-63575-99
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-09667-99
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-09669-99
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-09671-99
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-87540-99
Under
The Securities Act of 1933
HAWAIIAN HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 71-0879698 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Hawaiian Holdings Inc.
3375 Koapaka Street, Suite G-350
Honolulu, HI 96819
(Address of principal executive offices, including zip code)
Hawaiian Holdings, Inc. 2015 Stock Incentive Plan
Hawaiian Holdings, Inc. 2005 Stock Incentive Plan
Hawaiian Airlines, Inc. Stock Bonus Plan
Hawaiian Holdings, Inc. Pilots’ 401(k) Plan
Hawaiian Holdings, Inc. 1996 Stock Incentive Plan
Hawaiian Holdings, Inc. 401(k) Plan for Flight Attendants
Hawaiian Holdings, Inc. 401(k) Savings Plan
Hawaiian Holdings, Inc. 1994 Stock Option Plan
(Full title of the plan)
Joseph A. Sprague
Chief Executive Officer and President
Hawaiian Holdings Inc.
3375 Koapaka Street, Suite G-350
Honolulu, HI 96819
(Name and address of agent for service)
(808) 835-3700
(Telephone number, including area code, of agent for service)
Copies to:
Andor Terner, Esq.
O’Melveny & Myers LLP
610 Newport Center Drive, 17th Floor
Newport Beach, California
(949) 823-6980
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 | ☐ | 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. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”) (i) relate to the following Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”) of Hawaiian Holdings Inc., a Delaware corporation (the “Registrant”), which were previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”); and (ii) are being filed to deregister any and all securities that remain unsold or otherwise unissued as of the date hereof under each such Registration Statement.
| 1. | Registration Statement on Form S-8 (File No. 333-204383), filed with the SEC on May 22, 2015, registering 5,700,000 shares of common stock of Hawaiian Holdings, Inc. (the “Common Stock”) reserved for issuance pursuant to the Hawaiian Holdings, Inc. 2015 Stock Incentive Plan. |
| 2. | Registration Statement on Form S-8 (File No. 333-172356), filed with the SEC on February 18, 2011, registering 7,300,000 shares of Common Stock reserved for future issuance pursuant to the Hawaiian Holdings, Inc. 2005 Stock Incentive Plan. |
| 3. | Registration Statement on Form S-8 (File No. 333-127731), filed with the SEC on August 19, 2005, registering 1,500,000 shares of Common Stock reserved for future issuance pursuant to the Hawaiian Airlines, Inc. Stock Bonus Plan. |
| 4. | Registration Statement on Form S-8 (File No. 333-127732), filed with the SEC on August 19, 2005, registering 8,000,000 shares of Common Stock reserved for future issuance pursuant to the Hawaiian Holdings, Inc. 2005 Stock Incentive Plan. |
| 5. | Registration Statement on Form S-8 (File No. 333-61244-99), filed by Hawaiian Airlines, Inc. with the SEC on May 18, 2001, as amended for the purpose of adopting the Registration Statement as the successor entity to Hawaiian Airlines, Inc. as a result of a reorganization in which Hawaiian Airlines, Inc. became a wholly-owned subsidiary of the Registrant (the “Reorganization Adoption”), registering 1,685,380 shares of Common Stock reserved for future issuance pursuant to the Hawaiian Holdings, Inc. Pilots’ 401(k) Plan. |
| 6. | Registration Statement on Form S-8 (File No. 333-63575-99), filed with the SEC on September 17, 1998, as amended for the purpose of effecting the Reorganization Adoption, registering 2,500,000 shares of Common Stock reserved for future issuance pursuant to the Hawaiian Holdings, Inc. 1996 Stock Incentive Plan. |
| 7. | Registration Statement on Form S-8 (File No. 333-09667-99), filed with the SEC on August 6, 1996, as amended for the purpose of effecting the Reorganization Adoption, registering 233,134 shares of Common Stock reserved for future issuance pursuant to the Hawaiian Holdings, Inc. 401(k) Plan for Flight Attendants. |
| 8. | Registration Statement on Form S-8 (File No. 333-09669-99), filed with the SEC on August 6, 1996, as amended for the purpose of effecting the Reorganization Adoption, registering 487,820 shares of Common Stock reserved for future issuance pursuant to the Hawaiian Holdings, Inc. Pilots’ 401(k) Plan. |
| 9. | Registration Statement on Form S-8 (File No. 333-09671-99), filed with the SEC on August 6, 1996, as amended for the purpose of effecting the Reorganization Adoption, registering 780,494 shares of Common Stock reserved for future issuance pursuant to the Hawaiian Holdings, Inc. 401(k) Savings Plan. |
| 10. | Registration Statement on Form S-8 (File No. 333-87540-99), filed with the SEC on November 15, 1995, as amended for the purpose of effecting the Reorganization Adoption, registering 600,000 shares of Common Stock reserved for future issuance pursuant to the Hawaiian Holdings, Inc. 1994 Stock Option Plan. |
On September 18, 2024, pursuant to the Agreement and Plan of Merger, dated as of December 2, 2023, by and among Alaska Air Group, Inc. (“Parent”), Marlin Acquisition Corp., a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant, with the Registrant surviving as a wholly owned subsidiary of Parent (the “Merger”).
As a result of the Merger, the Registrant is terminating all offers and sales of its securities registered pursuant to the Registration Statements and deregistering the remaining shares of Common Stock (the “Shares”) registered but unsold as of the effective time of the Merger under the Registration Statements, if any. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the Shares that had been registered for issuance under the Registration Statements that remain unsold at the termination of the offerings, the Registrant removes from registration any and all such Shares registered but unsold as of the date of these Post-Effective Amendments under the Registration Statements. The Registration Statements are amended, as appropriate, to reflect the deregistration of the Shares as of the date of these Post-Effective Amendments and the Registrant terminates the effectiveness of the Registration Statements.
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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Honolulu, State of Hawaii, on September 18, 2024.
| HAWAIIAN HOLDINGS, INC. | ||
| By: | /s/ Joseph A. Sprague | |
| Name: | Joseph A. Sprague | |
| Title: | Chief Executive Officer and President | |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments.