As filed with the Securities and Exchange Commission on October 25, 2005
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
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JETBLUE AIRWAYS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | |
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87-0617894 | |||||||
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or Other Jurisdiction of Incorporation or Organization) |
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(IRS Employer Identification No.) | |||||||
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118-29
Queens Boulevard
Forest Hills, New York 11375
(Address of Principal Executive Offices) (Zip Code)
JETBLUE AIRWAYS CORPORATION 2002
STOCK INCENTIVE PLAN
JETBLUE AIRWAYS CORPORATION CREWMEMBER STOCK
PURCHASE PLAN
(Full Title of the Plan(s))
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James G.
Hnat
General Counsel
118-29 Queens Boulevard
Forest Hills,
New York 11375
(Name and Address of Agent for Service)
(718) 709-3026
(Telephone Number, including Area Code, of Agent for Service)
Copies to:
Richard F. Langan, Jr., Esq.
Bruce Rosenthal,
Esq.
Nixon Peabody LLP
437 Madison
Avenue
New York, New York 10022
(212)
940-3000
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CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered | |
Amount to be Registered(1) |
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Proposed Maximum Offering Price per Share(2) |
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Proposed Maximum Aggregate Offering Price(2) |
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Amount of Registration Fee |
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| JetBlue
Airways Corporation 2002 Stock Incentive Plan Common Stock, $0.01 par value (3) |
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12,077,731 shares | |
$18.19 | |
$219,693,926.89 | |
$25,857.98 | ||||||||||
| JetBlue Airways Corporation Crewmember Stock Purchase Plan Common Stock, $0.01 par value (3) | |
9,058,298 shares | |
$18.19 | |
$164,770,440.62 | |
$19,393.48 | ||||||||||
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21,136,029 shares | |
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Aggregate Registration Fee | |
$45,251.46 | ||||||||||||
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of Common Stock attributable to these registered shares which become issuable under the JetBlue Airways Corporation 2002 Stock Incentive Plan and the JetBlue Airways Corporation Crewmember Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant's Common Stock. |
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| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act and is based upon the average of the high and low selling prices per share of the Registrant's Common Stock on October 21, 2005, as reported by the Nasdaq National Market. |
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| (3) | Each share of Common Stock includes one stockholder right to purchase the Registrant's Series A Participating Preferred Stock. |
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EXPLANATORY NOTE
This Registration Statement relates to the registration of additional securities under the JetBlue Airways Corporation 2002 Stock Incentive Plan (the "Incentive Plan") and the JetBlue Airways Corporation Crewmember Stock Purchase Plan (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 Statement on Form S-8, Commission File No. 333-86444, filed by the Registrant on April 17, 2002 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.
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.
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| Exhibit No. | |
Exhibit Description | ||||
| 5.1 | |
Opinion of Nixon Peabody LLP | ||||
| 23.1 | |
Consent of Ernst & Young LLP | ||||
| 23.2 | |
Consent of Nixon Peabody LLP (included in Exhibit 5.1) | ||||
| 24 | |
Power of Attorney | ||||
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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 24th day of October, 2005.
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JETBLUE AIRWAYS CORPORATION |
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By: /s/ James G. Hnat |
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James G. Hnat Vice President and General Counsel |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John Owen and James G. Hnat, 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.
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| Name | Title | Date | ||
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| /s/ David Neeleman | Chief Executive Officer and Director | October 24, 2005 | ||
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| David Neeleman | ||||
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| /s/ John Owen | Chief Financial Officer (Principal Financial Officer) |
October 24, 2005 | ||
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| John Owen | ||||
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| /s/ Holly Nelson | Vice President
and Controller (Principal Accounting Officer) |
October 24, 2005 | ||
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| Holly Nelson | ||||
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| /s/ David Barger | Director | October 24, 2005 | ||
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| David Barger | ||||
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| /s/ David Checketts | Director | October 24, 2005 | ||
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| David Checketts | ||||
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| /s/ Kim Clark | Director | October 24, 2005 | ||
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| Kim Clark | ||||
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| /s/ Joy Covey | Director | October 24, 2005 | ||
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| Joy Covey | ||||
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| /s/ Angela Gittens | Director | October 24, 2005 | ||
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| Angela Gittens | ||||
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| Name | Title | Date | ||
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| /s/ Michael Lazarus | Director | October 24, 2005 | ||
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| Michael Lazarus | ||||
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| /s/ Neal Mozkowski | Director | October 24, 2005 | ||
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| Neal Moszkowski | ||||
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| /s/ Joel Peterson | Director | October 24, 2005 | ||
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| Joel Peterson | ||||
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| Director | October , 2005 | |||
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| Ann Rhoades | ||||
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| /s/ Frank Sica | Director | October 24, 2005 | ||
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| Frank Sica | ||||
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EXHIBIT INDEX
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| Exhibit No. | |
Description | |
Location | ||||||
| 5.1 | |
Opinion of Nixon Peabody LLP | |
Filed herewith. | ||||||
| 23.1 | |
Consent of Ernst & Young LLP | |
Filed herewith. | ||||||
| 23.2 | |
Consent of Nixon Peabody LLP | |
Included in Exhibit 5.1 to this Registration Statement. | ||||||
| 24 | |
Power of Attorney | |
Contained on the signature page hereof. | ||||||
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