Amendment No.1 to Form 10-Q

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 10-Q/A

Amendment No. 1

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 001-16545

 

 

 

 

LOGO

Atlas Air Worldwide Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   13-4146982

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

2000 Westchester Avenue, Purchase, New York   10577
(Address of principal executive offices)   (Zip Code)

(914) 701-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

 

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 ¨

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 ¨

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 definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x      Accelerated filer   ¨
Non-accelerated filer   ¨      Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of July 29, 2016, there were 24,830,330 shares of the registrant’s Common Stock outstanding.

 

 

 

EXPLANATORY NOTE

Atlas Air Worldwide Holdings, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, as filed with the Securities and Exchange Commission (“SEC”) on August 3, 2016 (the “Quarterly Report”). This Amendment No. 1 is being filed solely to file an unredacted version of Exhibit 10.4 (the “Exhibit”). The revised Exhibit attached to this Amendment No. 1 as Exhibit 10.4 supersedes and replaces the version of the Exhibit previously filed with the Quarterly Report.

Except for the revised Exhibit, this Amendment No. 1 does not amend any information set forth in the Quarterly Report. This Amendment No. 1 speaks as of the original filing date of the Quarterly Report and does not reflect any events that occurred at a date subsequent to the filing of the Quarterly Report or modify or update those disclosures therein in any way. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s Quarterly Report and any filings made with the SEC subsequent to the filing of the Quarterly Report. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is filing new certifications by its principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1.

PART II – OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

  a. Exhibits

See accompanying Exhibit Index included after the signature page of this report for a list of exhibits filed or furnished with this report.

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 thereunto duly authorized.

 

   Atlas Air Worldwide Holdings, Inc.
Dated: August 11, 2016   

/s/ William J. Flynn

   William J. Flynn
   President and Chief Executive Officer
Dated: August 11, 2016   

/s/ Spencer Schwartz

   Spencer Schwartz
   Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

 

Exhibit
Number

   

Description

10.1#    Investment Agreement, dated as of May 4, 2016, by and between Atlas Air Worldwide Holdings, Inc. and Amazon.com, Inc.
10.2#    Stockholders Agreement, dated as of May 4, 2016, by and between Atlas Air Worldwide Holdings, Inc. and Amazon.com, Inc.
10.3#    Warrant to Purchase 7,500,000 shares of Common Stock of Atlas Air Worldwide Holdings, Inc., issued May 4, 2016.
10.4*    Warrant to Purchase 3,750,000 shares of Common Stock of Atlas Air Worldwide Holdings, Inc., issued May 4, 2016.
31.1*    Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
31.2*    Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
32.1+    Section 1350 Certifications.
101.INS#    XBRL Instance Document.
101.SCH#    XBRL Taxonomy Extension Schema Document.
101.CAL#    XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF#    XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB#    XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE#    XBRL Taxonomy Extension Presentation Linkbase Document.

 

# Previously filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, as filed with the Securities and Exchange Commission on August 3, 2016.
* Filed herewith.
+ Previously furnished with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, as filed with the Securities and Exchange Commission on August 3, 2016.