Registration No. 333-

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

JETBLUE AIRWAYS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware		87-0617894
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

(Address of Principal Executive Offices) (Zip Code)

(Full Title of the Plan(s))

(Name and Address of Agent for Service)

(Telephone Number, including Area Code, of Agent for Service)

Copies to:
Doreen Lilienfeld, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-7171

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

									Proposed
									Maximum
									Offering Price					Proposed Maximum					Amount of
				Amount to be					per					Aggregate					Registration
	Title of Securities to be Registered			Registered(1)					Share(2)					Offering Price(2)					Fee
	JetBlue Airways Corporation 2002 Stock Incentive Plan Common Stock, $0.01 par value (3)			32,143,186 shares					$	5.12				$	164,573,112.32				$	9,183.18
	JetBlue Airways Corporation Crewmember Stock Purchase Plan Common Stock, $0.01 par value			15,954,739 shares					$	5.12				$	81,688,263.68				$	4,558.21
				48,097,925 shares										Aggregate Registration Fee					$	13,741.39

 

 

STATEMENT PURSUANT TO GENERAL INSTRUCTION E
TO FORM S-8

     This Registration Statement relates to the registration of additional securities under the JetBlue Airways Corporation 2002 Stock Incentive Plan, as amended and restated (the “Incentive Plan”) and the JetBlue Airways Corporation Crewmember Stock Purchase Plan, as amended and restated (the “Purchase Plan” and, together with the Incentive Plan, the “Plans”). In accordance with General Instruction E to Form S-8, the contents of the previous Registration Statements on Form S-8, Commission File No. 333-86444, filed by the Registrant on April 17, 2002, and Commission File No. 333-129238, filed by the Registrant on October 25, 2005, with the Securities and Exchange Commission (the “Commission”) relating to the Plans are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

Explanatory Statement

     The shares of common stock of the Registrant, par value $0.01 per share (“Shares”), covered by this Registration Statement may be offered and sold under the Incentive Plan to officers, employees, directors, non-employee directors, consultants, advisors and independent contractors of the Registrant or any of its affiliates, and under the Purchase Plan to eligible employees of the Registrant. By the terms of the Incentive Plan, the number of Shares available for issuance under the Plan automatically increase on the first trading day of January each calendar year during the term of the Plan, beginning with calendar year 2003, by an amount equal to 4% of the total number of Shares outstanding on the last trading day in December of the immediately preceding calendar year. In no event may any such annual increase exceed 12,150,000 Shares. The Purchase Plan had a similar “evergreen” feature (by an amount equal to 3% of the total number of Shares outstanding on the last trading day in December of the immediately preceding calendar year) which feature was discontinued in 2008. This Registration Statement covers the registration

of 32,143,186 Shares under the Incentive Plan and 15,954,739 Shares under the Purchase Plan, which may be issued from time to time.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 8. Exhibits

     Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith.

Exhibit No.		Name of Exhibit
4.1		Amended and Restated Certificate of Incorporation of JetBlue Airways Corporation (incorporated by reference to Exhibit 3.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on July 25, 2008).
4.2		Fifth Amended and Restated Bylaws of JetBlue Airways Corporation (incorporated by reference to Exhibit 3.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on July 25, 2008).
4.3		JetBlue Airways Corporation Amended and Restated 2002 Stock Incentive Plan (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 13, 2009).
5.1*		Opinion of Shearman & Sterling LLP.
23.1*		Consent of Ernst & Young LLP.
23.2		Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
24.1		Powers of Attorney (included on signature page)

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York, on this 26th day of August, 2009.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James G. Hnat and Eileen McCarthy, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing and power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

     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 dates indicated.

Name		Title		Date
/s/ David Barger		Chief Executive Officer and Director		August 26, 2009
David Barger		(principal executive officer)
/s/ Edward Barnes		Executive Vice President and Chief		August 26, 2009
Edward Barnes		Financial Officer (principal financial officer)
/s/ Donald Daniels		Vice President, Controller and		August 26, 2009
Donald Daniels		Chief Accounting Officer (principal accounting officer)
/s/ Peter Boneparth		Director		August 26, 2009
Peter Boneparth
/s/ David Checketts		Director		August 26, 2009
David Checketts
/s/ Robert Clanin		Director		August 26, 2009
Robert Clanin
/s/ Kim Clark		Director		August 26, 2009
Kim Clark
/s/ Christoph Franz		Director		August 26, 2009
Christoph Franz
/s/ Virginia Gambale		Director		August 26, 2009
Virginia Gambale
/s/ Stephan Gemkow		Director		August 26, 2009
Stephan Gemkow
/s/ Joel Peterson		Director		August 26, 2009
Joel Peterson
/s/ Ann Rhoades		Director		August 26, 2009
Ann Rhoades
/s/ Frank Sica		Director		August 26, 2009
Frank Sica

EXHIBIT INDEX

Exhibit No.		Name of Exhibit
4.1		Amended and Restated Certificate of Incorporation of JetBlue Airways Corporation (incorporated by reference to Exhibit 3.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on July 25, 2008).
4.2		Fifth Amended and Restated Bylaws of JetBlue Airways Corporation (incorporated by reference to Exhibit 3.6 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on July 25, 2008).
4.3		JetBlue Airways Corporation Amended and Restated 2002 Stock Incentive Plan (incorporated by reference to Exhibit 10.21 to the Registrant’s Form 10-K for the year ended December 31, 2008, filed on February 13, 2009).
5.1*		Opinion of Shearman & Sterling LLP.
23.1*		Consent of Ernst & Young LLP.
23.2		Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
24.1		Powers of Attorney (included on signature pages).