As filed with the Securities and Exchange Commission on June 18, 2024
Registration No. 333-
UNITED STATES
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) | | (I.R.S. Employer Identification No.) |
| | | |
27-01 Queens Plaza North, Long Island City, NY | 11101 |
| (Address of principal executive offices) | (Zip Code) |
(718) 286-7900
(Registrant’s telephone number, including area code)
JETBLUE AIRWAYS CORPORATION 2020 OMNIBUS EQUITY INCENTIVE PLAN
JETBLUE AIRWAYS CORPORATION 2020 CREWMEMBER STOCK PURCHASE PLAN
(Full title of the plans)
Brandon Nelson
General Counsel and Corporate Secretary
27-01 Queens Plaza North, Long Island City, NY, 11101
(718) 286-7900
(Name, address and telephone number, including area code, of agent for service)
With a copy to:
Keith Halverstam
Irina Yevmenenko
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 906-1200
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.
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| 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
On March 21, 2024, the Board of Directors of JetBlue Airways Corporation (the “Registrant”) adopted, subject to approval of the Registrant’s stockholders, and on May 17, 2024, the Registrant’s stockholders approved amendments to the JetBlue Airways Corporation 2020 Omnibus Equity Compensation Plan (the “2020 Omnibus Plan”) and the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan (the “2020 Stock Purchase Plan”) to increase the aggregate number of shares of common stock, par value $0.01 per share, of the Registrant (the “Common Stock”) authorized for issuance under the 2020 Omnibus Plan and the 2020 Stock Purchase Plan by 15,000,000 shares of Common Stock and 25,000,000 shares of Common Stock, respectively.
This Registration Statement on Form S-8 (the “Registration Statement”) registers an additional: (i) 15,000,000 shares of Common Stock issuable pursuant to the 2020 Omnibus Plan and (ii) 25,000,000 shares of Common Stock issuable pursuant to the 2020 Stock Purchase Plan.
These additional shares of Common Stock are additional securities of the same class as other securities relating to the 2020 Omnibus Plan and the 2020 Stock Purchase Plan for which registration statements on Form S-8 (File Nos. 333-239511 and 333-272525) are effective. Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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| Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
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| (a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 12, 2024, and the portions of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 1, 2024 incorporated by reference into such Annual Report; |
(b) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on April 25, 2024; | | | | | | | | |
| (c) | The Registrant’s Current Reports on Form 8-K filed with the Commission on January 8, 2024 (solely with respect to Item 5.02), as amended on February 14, 2024, January 12, 2024 (solely with respect to Item 8.01), January 26, 2024, January 29, 2024 (solely with respect to Item 5.02), February 7, 2024 (solely with respect to Item 5.02), February 13, 2024 (solely with respect to Item 8.01), February 16, 2024 (solely with respect to Item 1.01, including Exhibit 10.1), March 4, 2024 (solely with respect to Items 1.01 and 1.02, including Exhibit 10.1) and May 23, 2024; and |
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| (d) | The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form S-3 ASR filed with the Commission on February 28, 2022, pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as updated in the exhibit titled “Description of Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934” filed as Exhibit 4.18 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on February 22, 2022, as well as any amendment or report filed for the purpose of updating such description. |
In addition, all of the Registrant’s reports and other documents filed with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports or documents.
Any document or statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained therein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such document or such statement in such document. 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.
EXHIBIT INDEX
| | | | | | | | |
| Exhibit Number | | Exhibit |
| 4.1 | | |
| 4.1(a) | | |
| 4.2 | | |
| 5.1* | | |
| 23.1* | | |
| 23.2* | | Consent of Latham & Watkins LLP (included in the Opinion filed as Exhibit 5.1 to this Registration Statement) |
| 24.1* | | Power of Attorney (included on the signature pages of this Registration Statement) |
| 99.1 | | |
| 99.2 | | |
| 99.3 | | |
| 99.4 | | |
| 107.1* | | |
| | |
| | |
| * | | Filed herewith. |
| | |
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 Long Island City, State of New York, on this 18th day of June, 2024.
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| | JETBLUE AIRWAYS CORPORATION |
| | | |
| | By: | /s/ Brandon Nelson |
| | Name: | Brandon Nelson |
| | Title: | General Counsel and Corporate Secretary |
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each undersigned officer and director of JetBlue Airways Corporation, a Delaware corporation, does hereby constitute and appoint Brandon Nelson, General Counsel and Corporate Secretary, and Dora Habachy, Assistant Secretary, and each of them acting individually, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and revocation, in his or her name and on his or her behalf, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorney-in-fact and agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of this registration statement on Form S-8 under the Securities Act of 1933, as amended, including specifically, but without limitation, power and authority to sign the name of the undersigned to such registration statement, and any amendments to such registration statement (including pre-effective amendments and post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities regulatory body, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable securities laws, and to file the same, together with other documents in connection therewith with the appropriate authorities, granting unto said attorney-in-fact and agent, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully 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.
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| Signature | | Title | | Date |
| /s/ Joanna Geraghty | | Chief Executive Officer and Director
(Principal Executive Officer) | June 18, 2024 |
| Joanna Geraghty | | |
| | | | |
| /s/ Ursula Hurley | | Chief Financial Officer
(Principal Financial Officer) | June 18, 2024 |
| Ursula Hurley | | |
| | | | |
| /s/ Dawn Southerton | | Vice President, Controller
(Principal Accounting Officer) | June 18, 2024 |
| Dawn Southerton | | |
| | | | |
| /s/ B. Ben Baldanza | | Director | | June 18, 2024 |
| B. Ben Baldanza | | | | |
| | | | |
| /s/ Peter Boneparth | | Director | June 18, 2024 |
| Peter Boneparth | | |
| | | | |
| /s/ Monte Ford | | Director | June 18, 2024 |
| Monte Ford | | |
| | | | |
| /s/ Ellen Jewett | | Director | June 18, 2024 |
| Ellen Jewett | | |
| | | | |
| /s/ Robert Leduc | | Director | June 18, 2024 |
| Robert Leduc | | | |
| | | |
| /s/ Jesse Lynn | | Director | June 18, 2024 |
| Jesse Lynn | | | |
| | | |
| /s/ Teri P. McClure | | Director | June 18, 2024 |
| Teri P. McClure | | |
| | | |
| /s/ Steven Miller | | Director | June 18, 2024 |
| Steven Miller | | | |
| | | |
| /s/ Nik Mittal | | Director | June 18, 2024 |
| Nik Mittal | | | |
| | | | |
| /s/ Sarah Robb O’Hagan | | Director | June 18, 2024 |
| Sarah Robb O'Hagan | | |
| | | | |
| /s/ Vivek Sharma | | Director | June 18, 2024 |
| Vivek Sharma | | |
| | | | |
| /s/ Thomas Winkelmann | | Director | June 18, 2024 |
| Thomas Winkelmann | | | |
CALCULATION OF FILING FEE TABLES
FORM S-8
(Form Type)
JETBLUE AIRWAYS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit (2) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| 2020 Omnibus Equity Compensation Plan | Equity | Common Stock, $0.01 par value | Rule 457(c) and Rule 457(h) | 15,000,000 (3) | $5.45 | $81,750,000 | $147.60 per $1,000,000 | $12,066.30 |
| 2020 Crewmember Stock Purchase Plan | Equity | Common Stock, $0.01 par value | Rule 457(c) and Rule 457(h) | 25,000,000 (4) | $5.45 | $136,250,000 | $147.60 per $1,000,000 | $20,110.50 |
| Total Offering Amounts | | $218,000,000 | | $32,176.80 |
| Total Fee Offsets (5) | | | | $— |
| Net Fee Due | | | | $32,176.80 |
1.Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) shall also cover any additional shares of common stock, par value $0.01 (“Common Stock”), of JetBlue Airways Corporation (the “Registrant”) that become issuable under the JetBlue Airways Corporation 2020 Omnibus Equity Compensation Plan (the “2020 Omnibus Plan”) or the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan (the “2020 Stock Purchase Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.
2.Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act and based upon the average of the high and low selling prices per share of the Registrant’s Common Stock on June 14, 2024 ($5.515 and $5.38), as reported by the Nasdaq Global Select Market.
3.Represents shares issuable under the 2020 Omnibus Plan.
4.Represents shares issuable under the 2020 Stock Purchase Plan.
5.The Registrant does not have any fee offsets.
1271 Avenue of the Americas
New York, New York 10020-1401
Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
Exhibit 5.1
June 18, 2024
JetBlue Airways Corporation
27-01 Queens Plaza North,
Long Island City, NY
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| Re: | Registration Statement on Form S-8 |
To the addressee set forth above:
We have acted as special counsel to JetBlue Airways Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with respect to 40,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Shares”), consisting of (i) 15,000,000 shares of Common Stock issuable pursuant to the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan (the “2020 Omnibus Plan”) and (ii) 25,000,000 shares of Common Stock issuable pursuant to the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan (the “2020 Stock Purchase Plan” and, together with the 2020 Omnibus Plan, the “Plans”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, assuming that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and such Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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| Sincerely, |
| /s/ Latham & Watkins LLP |
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2020 Omnibus Equity Incentive Plan and 2020 Crewmember Stock Purchase Plan of JetBlue Airways Corporation of our reports dated February 12, 2024, with respect to the consolidated financial statements of JetBlue Airways Corporation, and the effectiveness of internal control over financial reporting of JetBlue Airways Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
June 18, 2024
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