10-K/A 1 form10ka.htm AIR METHODS CORPORATION 10K/A 12-31-2011 form10ka.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________

FORM 10-K/A
(Amendment No. 1)

 (Mark One)
 x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended
December 31, 2011 
OR
 
 o
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from    
 
 to    

AIR METHODS CORPORATION
(Exact name of registrant as specified in its charter)

Commission file number   0-16079

Delaware
84-0915893
(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification no.)
 
7301 South Peoria, Englewood, Colorado 80112
(Address of principal executive offices and zip code)

303-792-7400
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

COMMON STOCK, $.06 PAR VALUE PER SHARE (the "Common Stock")
(Title of Class)

The NASDAQ Stock Market
(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

Not Applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o  No  x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o  No  x
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No  o
 
 
 
 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
  
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
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 definition of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated Filer x      Accelerated Filer o
Non-accelerated Filer o  (Do not check if a smaller reporting company)  Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
Yes o No  x
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $848,314,000

The number of outstanding shares of Common Stock as of February 22, 2012, was 12,601,831.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required for Part III of this Annual Report on Form 10-K is incorporated by reference to the registrant’s definitive proxy statement for the 2012 annual meeting of stockholders.
 
 
 
 
 
EXPLANATORY NOTE

Air Methods Corporation (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (“Original Form 10-K”) on February 29, 2012.  The Company is filing this Amendment No. 1 on Form 10-K/A to furnish its Interactive Data Files (XBRL Exhibits) as Exhibit 101.  The Company elected to take advantage of the 30-day grace period for filing its first XBRL documents with detail tagging requirements, as permitted by Rule 405 of Regulation S-T.

There are no changes to the Original Form 10-K other than those set forth above.  This Amendment No. 1 does not reflect events occurring after the filing of the Original Form 10-K, nor does it modify or update disclosures therein in any way.  Accordingly, this Amendment No. 1 on Form 10-K/A should be read in conjunction with the Original Form 10-K and the Company’s other filings with the Securities and Exchange Commission.

 
 
 
 
SIGNATURE
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   
AIR METHODS CORPORATION
     
Date:    March 19, 2012  
By:
 /s/ Aaron D. Todd  
   
Aaron D. Todd
   
Chief Executive Officer
 
 
 
 
 
Exhibit
Number
 
Description of Exhibits
   
3.1
Certificate of Incorporation1
   
3.2
Amendments to Certificate of Incorporation2
   
3.3
Amendment to Certificate of Incorporation, effective June 18, 201013
   
3.4
By-Laws as Amended8
   
4.1
Specimen Stock Certificate2
   
10.1
Amended and Restated 2006 Equity Compensation Plan7
   
10.2
Amendment to Amended and Restated 2006 Equity Compensation Plan13
   
10.3
Form of Restricted Stock Grant Agreement10
   
10.4
Form of Non-Qualified Stock Option Agreement*
   
10.5
Form of Incentive Stock Option Agreement*
   
10.6
Equity Compensation Plan for Nonemployee Directors, adopted March 12, 19933
   
10.7
Employment Agreement between the Company and Aaron D. Todd, dated July 1, 20036
 
 
 
 
 
10.8
Employment Agreement between the Company and Michael D. Allen, dated January 4, 20069
     
10.9
Employment Agreement between the Company and Trent J. Carman, dated April 28, 20036
     
10.10
Employment Agreement between the Company and Sharon J. Keck, dated January 1, 20036
     
10.11
Employment Agreement between the Company and Paul Tate, dated February 22, 200814
     
10.12
Employment Agreement between the Company and Edward Rupert, dated June 14, 201013
     
10.13
Employment Agreement between the Company and Howard Ragsdale, dated June 17, 201013
     
10.14
Revolving Credit, Term Loan and Security Agreement, dated as of September 17, 2007, among Air Methods Corporation, Rocky Mountain Holdings, L.L.C., Mercy Air Service, Inc. and LifeNet, Inc., KeyBank National Association, as Administrative Agent for the Lenders, Lead Arranger and Sole Book Runner, and the lending parties thereto11
     
10.15
Amendment No. 1 to Revolving Credit, Term Loan and Security Agreement dated as of October 1, 2007 among Air Methods Corporation, Rocky Mountain Holdings, L.L.C.,  Mercy Air Service, Inc., LifeNet, Inc., FSS Airholdings, Inc., and CJ Systems Aviation Group, Inc., as Borrowers, KeyBank National Association, as a Lender, lead arranger, sole book runner and administrative agent, LaSalle Bank National Association, as a Lender and syndication agent, National City Bank, as a Lender and documentation agent, and the other Lenders identified therein.12
     
10.16
Form of Guaranty Agreement between KeyBank, as Agent for the Lenders and each of (i) Special Jet Services, Inc., (ii) CJ Critical Care Transportation Systems of Kentucky, Inc., (iii) CJ Critical Care Transportation Systems of Florida, Inc., and (iv) CJ Critical Care Transportation Systems, Inc. 12
     
10.17
Air Methods Corporation Economic Value Added Plan, adopted February 5, 200915
 
    
10.18
Agreement and Plan of Merger by and among Air Methods Corporation; Air Methods Acquisition Sub, Inc.; OF Air Holdings Corporation; and Wind Point Partners V, L.P., dated June 1, 20114
     
10.19
Amended and Restated Revolving Credit, Term Loan and Security Agreement among Air Methods Corporation and certain subsidiaries and KeyBank National Association, as administrative agent for the lenders, and other lenders parties thereto, dated July 5, 20115
     
10.20
Joinder and Amendment No. 1 to Amended and Restated Revolving Credit, Term Loan and Security Agreement among OF Air Holdings Corporation and KeyBank National Association, as administrative agent for the lenders, and other lenders parties thereto, dated August 1, 201116
 
 
 
 
 
10.21
Air Methods Corporation Performance Pay Plan, adopted by the Company’s Board of Directors on September 30, 2011, subject to stockholders’ approval at 2012 Annual Meeting17
     
10.22
2011-2014 Bonus Program adopted by the Company’s Board of Directors on September 30, 2011, subject to stockholders’ approval at 2012 Annual Meeting17
     
10.23
Collective Bargaining Agreement by and between the Office and Professional Employees International Union, Local 109, and Air Methods Corporation, effective December 15, 201118
     
21
Subsidiaries of Registrant*
     
23
Consent of KPMG LLP*
     
31.1
Chief Executive Officer Certification adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
31.2
Chief Financial Officer Certification adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
32
Certification adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
     
101
The Company’s Consolidated Financial Statements and related notes for the year ended December 31, 2011 from the Annual Report on Form 10-K, formatted in XBRL (eXtensible Business Reporting Language).**
     
 
101.INS
XBRL Instance Document**
     
 
101.SCH
XBRL Taxonomy Extension Schema Document**
     
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document**
     
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document**
     
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document**
____________________

*
Filed with the Form 10-K
**
Furnished herewith

1
Filed as an exhibit to the Company’s Registration Statement on Form S-1 (Registration No. 33-15007), as declared effective on August 27, 1987, and incorporated herein by reference.

2
Filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1992, and incorporated herein by reference.

3
Filed as an exhibit to the Company's Registration Statement on Form S-8 (Registration No. 33-65370), filed with the Commission on July 1, 1993, and incorporated herein by reference.

4
Filed as an exhibit to the Company’s Current Report on Form 8-K dated June 2, 2011, and incorporated herein by reference.

5
Filed as an exhibit to the Company’s Current Report on Form 8-K dated July 6, 2011, and incorporated herein by reference.
 
 
 
 
 
6
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, and incorporated herein by reference.

7
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, and incorporated herein by reference.

8
Filed as an exhibit to the Company’s Current Report on Form 8-K dated June 20, 2006, and incorporated herein by reference.

9
Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, and incorporated herein by reference.

10
Filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by reference.

11
Filed as an exhibit to the Company's Current Report on Form 8-K dated September 17, 2007, and incorporated herein by reference.

12
Filed as an exhibit to the Company's Current Report on Form 8-K dated October 1, 2007, and incorporated herein by reference.

13
Filed as an exhibit to the Company's Current Report on Form 8-K dated June 14, 2010, and incorporated herein by reference.

14
Filed as an exhibit to the Company's Current Report on Form 8-K dated February 21, 2008, and incorporated herein by reference.

15
Filed as an exhibit to the Company's Current Report on Form 8-K dated February 5, 2009, and incorporated herein by reference.

16
Filed as an exhibit to the Company's Current Report on Form 8-K dated August 4, 2011, and incorporated herein by reference.

17
Filed as an exhibit to the Company's Current Report on Form 8-K dated October 6, 2011, and incorporated herein by reference.

18
Filed as an exhibit to the Company's Current Report on Form 8-K dated December 21, 2011, and incorporated herein by reference.