Current Report Filing (8-k)
September 25 2020 - 4:49PM
Edgar (US Regulatory)
0001135185
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0001135185
2020-09-25
2020-09-25
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xbrli:shares
iso4217:USD
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UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report
(Date of Earliest Event Reported): September 25, 2020
Atlas
Air Worldwide Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-16545
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13-4146982
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(State or other
jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification
No.)
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2000
Westchester Avenue, Purchase,
New York
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10577
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(Address of principal
executive offices)
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(Zip Code)
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914-701-8000
(Registrant’s
telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange
Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.01 par value
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AAWW
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The
NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
As previously disclosed, as of May 29, 2020 (the “PSP
Closing Date”), Atlas Air, Inc. and Southern Air Inc., each a wholly-owned subsidiary of Atlas Air Worldwide Holdings, Inc.
(the “Company”), entered into a Payroll Support Program Agreement (the “PSP Agreement”) with the U.S.
Department of the Treasury (“Treasury”), with respect to payroll support funding under the Coronavirus Aid, Relief,
and Economic Security Act. In connection with entry into the PSP Agreement, as of the PSP Closing Date, the Company
entered into a Warrant Agreement with Treasury, pursuant to which the Company issued warrants (the “Warrants”) to
purchase up to 625,452 shares of the Company’s common stock, par value $0.01 per share (the “Warrant Shares”).
On September 25, 2020, the Company
filed a prospectus supplement (the “Resale Prospectus Supplement”) to its automatic shelf registration statement on
Form S-3 (File No. 333-237771) filed with the Securities and Exchange Commission under the Securities Act of 1933. The Resale Prospectus
Supplement covers the resale of the Warrants and the Warrant Shares and may be used by Treasury to resell the Warrants or the Warrant
Shares. The Company will not receive any proceeds from the sale of the Warrants or the Warrant Shares.
The Company is filing this report to provide
the legal opinion of Cravath, Swaine & Moore LLP as to the legality of the Warrants and the Warrant Shares, which opinion is
attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Atlas Air Worldwide Holdings, Inc.
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September 25, 2020
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By:
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/s/ Adam R. Kokas
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Name: Adam R. Kokas
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Title: Executive Vice President, General Counsel and Secretary
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