As filed with the Securities and Exchange Commission on October 17, 2005
Registration No. 333-26179
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HAWAIIAN HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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71-0879698 |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
3375 Koapaka Street, Suite G-350
Honolulu, HI 96819
(Address of Principal Executive Offices including Zip Code)
Hawaiian Holdings, Inc. 1996 Nonemployee Director Stock Option Plan
(Full Title of the Plan)
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Mark B. Dunkerley |
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Copy to: |
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Chief Executive Officer |
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Charles I. Weissman, Esq. |
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Hawaiian Holdings, Inc. |
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Dechert LLP |
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3375 Koapaka Street, Suite G-350 |
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30 Rockefeller Plaza |
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Honolulu, HI 96819 |
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New York, New York 10112 |
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(808) 835-3700 |
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(212) 698-3500 |
(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
REMOVAL FROM REGISTRATION
On April 30, 1997, Hawaiian Airlines, Inc. (“Hawaiian”) filed a registration statement on Form S-8 (No. 333-26179) (the “Registration Statement”) for the purpose of registering 500,000 shares of common stock, par value $0.01 per share (the “Common Stock”), to be issued under the originally named Hawaiian Airlines, Inc. 1996 Nonemployee Director Stock Option Plan. On September 10, 2002, Hawaiian Holdings, Inc. (the “Registrant”) filed Post-Effective Amendment No. 1 to the Registration Statement for the purpose of adopting the Registration Statement as the successor entity to Hawaiian as a result of a reorganization in which Hawaiian became a wholly-owned subsidiary of the Registrant. Upon the filing of Post-Effective Amendment No. 1 to the Registration Statement, the Hawaiian Airlines, Inc. 1996 Nonemployee Director Stock Option Plan became known as the Hawaiian Holdings, Inc. 1996 Nonemployee Director Stock Option Plan. The Registrant is filing this Post-Effective Amendment No. 2 to the Registration Statement to deregister 192,000 remaining unsold shares of Common Stock covered by such Registration Statement as of the date hereof.
The applicable registration fees were paid at the time of the original filing of the Registration Statement.
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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 the requirements for filing this Post-Effective Amendment No. 2 to Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Honolulu, State of Hawaii, on October 13, 2005.
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HAWAIIAN HOLDINGS, INC. |
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By: |
/s/ RANDALL L. JENSON |
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Name: |
Randall L. Jenson |
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Title: |
Chief Financial Officer and Treasurer |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
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/s/ MARK B. DUNKERLEY |
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President, |
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October 13, 2005 |
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Mark B. Dunkerley |
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/s/ RANDALL L. JENSON |
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Chief Financial
Officer, Treasurer |
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October 13, 2005 |
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Randall L. Jenson |
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/s/ LAWRENCE S. HERSHFIELD |
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Director |
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October 13, 2005 |
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Lawrence S. Hershfield |
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/s/ GREGORY S. ANDERSON |
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Director |
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October 13, 2005 |
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Gregory S. Anderson |
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/s/ BERT T. KOBAYASHI, JR. |
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Director |
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October 13, 2005 |
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Bert T. Kobayashi, Jr. |
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/s/ DONALD J. CARTY |
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Director |
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October 13, 2005 |
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Donald J. Carty |
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/s/ THOMAS B. FARGO |
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Director |
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October 13, 2005 |
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Thomas B. Fargo |
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/s/ ERIC C.W. NICOLAI |
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Director |
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October 13, 2005 |
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Eric C.W. Nicolai |
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