-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CVYPzcG8NAdZARYUkgPDWje9L8klJQvXDPlR10xccmqaEDCKvPplZSxrM6ZLS6VS KzUrRseHH/Va5k5PeiKLTA== /in/edgar/work/20001102/0000835768-00-000021/0000835768-00-000021.txt : 20001106 0000835768-00-000021.hdr.sgml : 20001106 ACCESSION NUMBER: 0000835768-00-000021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001102 EFFECTIVENESS DATE: 20001102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MESABA HOLDINGS INC CENTRAL INDEX KEY: 0000835768 STANDARD INDUSTRIAL CLASSIFICATION: [4512 ] IRS NUMBER: 411616499 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-49138 FILM NUMBER: 751337 BUSINESS ADDRESS: STREET 1: 7501 26TH AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55450 BUSINESS PHONE: 6127265151 MAIL ADDRESS: STREET 1: 7501 26TH AVE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55450 S-8 1 0001.txt As filed with the Securities and Exchange Commission on October 30, 2000 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ MESABA HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Minnesota 41-1399425 (State or other Jurisdiction of (I.R.S. Employer Identification Number) Incorporation or Organization) 7501 26th Avenue South Minneapolis, Minnesota 55450 (Address, including Zip Code, of Principal Executive Offices) _________________________ MESABA HOLDINGS, INC. 2000 STOCK INCENTIVE PLAN (Full Title of the Plan) _________________________ John S. Fredericksen 7501 26th Avenue South Minneapolis, Minnesota 55450 (Name and address of agent for service) (612) 726-5151 (Telephone number, including area code, of agent for service) COPIES TO: Christopher C. Cleveland, Esq. Briggs and Morgan, Professional Association 2400 IDS Center Minneapolis, MN 55402-2157 (612) 334-8400 CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- Proposed Amount to Proposed Maximum Amount be Maximum Aggregate of Title of each class of Registered(1) Offering Offering Registration securities to be registered Price Per Price Fee Share (2) - ------------------------------------------------------------------------------- Mesaba Holdings, Inc. 2000 Stock Incentive Plan Options to purchase common 2,137,475 N/A N/A N/A stock Common stock (par value 2,137,475 shares $10.5938 $22,643,983 $5,978.01 $0.01 per share).............. - ------------------------------------------------------------------------------- (1)This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Mesaba Holdings, Inc. 2000 Stock Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the member of outstanding shares of Common Stock. (2) Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low sales prices for such stock as reported by the Nasdaq Stock market on October 25, 2000. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Company incorporates herein by reference the following documents or portions of documents, as of their respective dates as filed with the Securities and Exchange Commission: (a) The Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2000; (b) The description of the Company's Common Stock contained in the Company's Registration Statement on Form S-4, Registration No. 333-22977 and Exhibit 3 to the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 1997 and September 30, 1998; and (c) The Company's Quarterly Report on Form 10-Q filed with the Commission on August 14, 2000. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, and prior to the filing of a post- effective amendment which indicates that all securities offered 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 part hereof from the date of filing of such documents. Item 6. Indemnification of Directors and Officers The Registrant, as a Minnesota corporation, is subject to the Minnesota Business Corporation Act Section 302A.521, which provides that a corporation shall indemnify any director, officer, employee or agent of the corporation made or threatened to be made a party to a proceeding, by reason of the former or present official capacity (as defined) of the person, against judgments, penalties, fines, settlements and reasonable expenses incurred by the person in connection with the proceeding if such person: (i) has not been indemnified by another organization with respect to the same proceeding; (ii) acted in good faith; (iii) received no improper personal benefit; (iv) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; (v) when acting in such person's official capacity, reasonably believed that the conduct was in the best interest of the Company; and (vi) when acting in an official capacity to another organization or employee benefit plan, at the request of the Company, reasonably believed that the conduct was not opposed to the best interest of the Company. Section 302A.521 also provides that the articles or bylaws of a company may prohibit indemnification or advances of expenses otherwise required by Section 302A.521 or may impose conditions on indemnification or advances of expenses in addition to the conditions described above, including, without limitation, monetary limits on indemnification or advances of expenses, if the conditions apply equally, to all persons or to all persons within a given class. "Proceeding" means a threatened, pending or completed civil, criminal, administrative, arbitration or investigative proceeding, including one by or in the right of the corporation. Article VI of the Company's Bylaws provides that to the fullest extent permitted by the Minnesota Business Corporation Act, a director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for any breach of fiduciary duty as a director. Item 8. Exhibits. Number Description 4.1 Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q for the quarter ended September 31, 1995 4.2 Articles of Amendment to the Company's Articles of Incorporation, incorporated by reference to Exhibit 3A to the Company's 10-Q for the quarter ended September 30, 1997 4.3 Articles of Amendment to the Company's Articles of Incorporation, dated August 31, 1998, incorporated by reference to the Company's Form 10-Q for the quarter ended September 30, 1998 4.4 Bylaws, incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4, Registration No. 33-22977 4.5 Specimen certificate for shares of the Common Stock of the Company, incorporated by reference to Exhibit 4A to the Company's Form 10-K for the year ended March 31, 1989 5.1 Opinion of Briggs and Morgan, Professional Association 23.1 Consent of Independent Public Accountants 23.2 Consent of Briggs and Morgan, Professional Association (included in Exhibit 5.1) 24.1 Powers of Attorney Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 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 Minneapolis, State of Minnesota, on the 30th day of October, 2000. MESABA HOLDINGS, INC. By /s/Paul F. Foley -------------------------------------- Paul F. Foley President and Chief Executive Officer 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. /s/ Paul F. Foley President and Chief Executive October 30, 2000 - -------------------------- Officer, Director Paul F. Foley (Principal Executive Officer) /s/ Robert E. Weil Vice President and Chief October 30, 2000 - -------------------------- Financial Officer Robert E. Weil (Principal Financial Officer) /s/ Jon R. Meyer Director of Accounting/Controller October 30, 2000 - -------------------------- (Principal Accounting Officer) Jon R. Meyer /s/ Richard H. Anderson* Director October 30, 2000 - -------------------------- Richard H. Anderson /s/ Pierson M. Grieve* Director October 30, 2000 - -------------------------- Pierson M. Grieve /s/ Donald E. Benson* Director October 30, 2000 - --------------------------- Donald E. Benson /s/ Carl R. Pohlad* Director October 30, 2000 - --------------------------- Carl R. Pohlad /s/ Raymond W. Zehr, Jr.* Director October 30, 2000 - --------------------------- Raymond W. Zehr, Jr. Director October __, 2000 - --------------------------- Robert C. Pohlad - --------------------------- Director October __, 2000 Douglas M. Steenland * By /s/ Paul F. Foley - --------------------------- Paul F. Foley Attorney-In-Fact EXHIBIT INDEX Exhibit Number Description 4.1 Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q for the quarter ended September 31, 1995 4.2 Articles of Amendment to the Company's Articles of Incorporation, incorporated by reference to Exhibit 3A to the Company's 10-Q for the quarter ended September 30, 1997 4.3 Articles of Amendment to the Company's Articles of Incorporation, dated August 31, 1998, incorporated by reference to the Company's Form 10-Q for the quarter ended September 30, 1998 4.4 Bylaws, incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4, Registration No. 33-22977 4.5 Specimen certificate for shares of the Common Stock of the Company, incorporated by reference to Exhibit 4A to the Company's Form 10-K for the year ended March 31, 1989 5.1 Opinion of Briggs and Morgan, Professional Association (filed herewith) 23.1 Consent of Independent Public Accountants (filed herewith) 23.2 Consent of Briggs and Morgan, Professional Association (included in Exhibit 5.1) 24.1 Powers of Attorney (filed herewith) EX-5 2 0002.txt EXHIBIT 5.1 Briggs and Morgan Professional Association 2400 IDS Center Minneapolis, MN 55402 (612) 334-8400 October 30, 2000 Writer's Direct Dial Number: Writer's E-Mail Address: (612) 334-8489 clechr@briggs.com Mesaba Holdings, Inc. 7501 26th Avenue South Minneapolis, MN 55450 Re: Mesaba Holdings, Inc. 2000 Stock Incentive Plan Registration Statement on Form S-8 Gentlemen: In connection with the registration on Form S-8 under the Securities Act of 2,137,475 shares of common stock, $.01 par value (the "Shares"), of Mesaba Holdings, Inc. (the "Company") issuable under the Company's 2000 Stock Incentive Plan (the "Plan"), we have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion and, based thereon, we advise you that, in our opinion the Shares have been duly authorized by the Company and when duly executed and authenticated and paid for and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the above described Registration Statement. Very truly yours, BRIGGS AND MORGAN, Professional Association By /s/ Christopher C. Cleveland ------------------------------- Christopher C. Cleveland EX-23 3 0003.txt EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated May 5, 2000 incorporated by reference to Mesaba Holdings, Inc.'s Form 10-K for the year ended March 31, 2000, and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Minneapolis, Minnesota, October 20, 2000 EX-24 4 0004.txt EXHIBIT 24.1 POWER OF ATTORNEY The undersigned officer and/or director of Mesaba Holdings, Inc., hereby constitutes and appoints Paul F. Foley and John S. Fredericksen, or either of them, with power to act one without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his stead, in any and all capacities to sign the Form S-8 Registration Statement of Mesaba Holdings, Inc. relating to the 2000 Stock Incentive Plan, and any and all amendments to such Registration Statement, pursuant to the requirements of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitution or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 18, 2000 /s/ Richard H. Anderson ----------------------- Richard H. Anderson EXHIBIT 24.1 POWER OF ATTORNEY The undersigned officer and/or director of Mesaba Holdings, Inc., hereby constitutes and appoints Paul F. Foley and John S. Fredericksen, or either of them, with power to act one without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his stead, in any and all capacities to sign the Form S-8 Registration Statement of Mesaba Holdings, Inc. relating to the 2000 Stock Incentive Plan, and any and all amendments to such Registration Statement, pursuant to the requirements of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitution or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 18, 2000 /s/ Pierson M. Grieve ------------------------ Pierson M. Grieve EXHIBIT 24.1 POWER OF ATTORNEY The undersigned officer and/or director of Mesaba Holdings, Inc., hereby constitutes and appoints Paul F. Foley and John S. Fredericksen, or either of them, with power to act one without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his stead, in any and all capacities to sign the Form S-8 Registration Statement of Mesaba Holdings, Inc. relating to the 2000 Stock Incentive Plan, and any and all amendments to such Registration Statement, pursuant to the requirements of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitution or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 18, 2000 /s/ Donald E. Benson ----------------------- Donald E. Benson EXHIBIT 24.1 POWER OF ATTORNEY The undersigned officer and/or director of Mesaba Holdings, Inc., hereby constitutes and appoints Paul F. Foley and John S. Fredericksen, or either of them, with power to act one without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his stead, in any and all capacities to sign the Form S-8 Registration Statement of Mesaba Holdings, Inc. relating to the 2000 Stock Incentive Plan, and any and all amendments to such Registration Statement, pursuant to the requirements of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitution or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 18, 2000 /s/ Carl R. Pohlad -------------------- Carl R. Pohlad EXHIBIT 24.1 POWER OF ATTORNEY The undersigned officer and/or director of Mesaba Holdings, Inc., hereby constitutes and appoints Paul F. Foley and John S. Fredericksen, or either of them, with power to act one without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his stead, in any and all capacities to sign the Form S-8 Registration Statement of Mesaba Holdings, Inc. relating to the 2000 Stock Incentive Plan, and any and all amendments to such Registration Statement, pursuant to the requirements of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitution or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 18, 2000 /s/ Raymond W. Zehr, Jr. ------------------------ Raymond W. Zehr, Jr. -----END PRIVACY-ENHANCED MESSAGE-----