Frontier Airlines S3
As filed with the Securities and Exchange Commission on April 12, 2002
Registration No.333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
FRONTIER AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1256945
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7001 Tower Road
Denver, Colorado 80249
(720) 374-4200
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Paul H. Tate
Vice President and Chief Financial Officer
7001 Tower Road
Denver, Colorado 80249
(720) 374-4200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_____________________
With a copy to:
Douglas R. Wright
Jeffrey A. Sherman
Michael M. McGawn
Faegre & Benson LLP
370 Seventeenth Street, Suite 2500
Denver, Colorado 80202
(303) 592-9000
_____________________
Approximate date of commencement of proposed sale to the public: From time to time after the effective
date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest
reinvestment plans, check the following box. |_|
If any of the securities being registered on this form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check
the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following
box. |_|
_____________________
CALCULATION OF REGISTRATION FEE(1)
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Title of Each Class of Proposed Maximum Amount of
--------------------------------------------------- Amount to Be Aggregate Registration
Securities to Be Registered(1) Registered(2) Offering Price(3) Fee
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Debt securities; preferred stock, no par value; $150,000,000 $150,000,000(5)(6) $13,800
common stock, no par value (4), and securities
warrants
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(1) Any securities registered hereunder may be sold separately or as units with other securities registered
hereunder.
(2) Includes an indeterminate number of securities as registered hereunder having an aggregate initial
offering price not to exceed $150,000,000. For securities issued with an original issue discount, the
amount to be registered is the amount that, when combined with other securities issued, results in gross
proceeds not exceeding $150,000,000.
(3) Estimated solely for purposes of calculating the registration fee, which is calculated in accordance with
Rule 457(o) of the rules and regulations under the Securities Act. Rule 457(o) permits the registration
fee to be calculated on the basis of the maximum offering price of all of the securities listed and,
therefore, the table does not specify by each class information as to the amount to be registered, the
proposed maximum offering price per unit or the proposed maximum aggregate offering price.
(4) Associated with the common stock are common stock purchase rights that will not be exercisable or
evidenced separately from the common stock prior to the occurrence of certain events.
(5) No separate consideration will be received for securities that are issued upon conversion of debt
securities or preferred stock.
(6) In U.S. dollars or the equivalent thereof in one or more foreign currencies or composite currencies.
________________________________________________________________________________________________
The registrant hereby amends this registration statement on such date or dates as may be necessary to
delay its effective date until the registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of
1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. We may not sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these securities in any state where
the offer or sale is not permitted.
(Subject to completion, dated April 12, 2002)
PROSPECTUS
$150,000,000
[LOGO]
FRONTIER AIRLINES, INC.
Debt Securities
Preferred Stock
Common Stock
Securities Warrants
_____________________
We will provide the specific terms of these securities as well as prices at which they will be sold, in
supplements to this prospectus. You should read this prospectus and the applicable supplement carefully before
you invest.
Our common stock is quoted and traded on the Nasdaq National Market under the symbol “FRNT.”
_____________________
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
We will sell these securities directly to our shareholders or to purchasers or through agents on our
behalf or through underwriters or dealers as designated from time to time. If any agents or underwriters are
involved in the sale of any of these securities, the applicable prospectus supplement will provide the names of
the agents or underwriters and any applicable fees, commissions or discounts.
You should rely only on the information contained or incorporated by reference in this prospectus. We
have not authorized any other person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our
business, financial condition, results of operations and prospects may have subsequently changed.
_____________________
This prospectus is dated ________________, 2002
20
2
TABLE OF CONTENTS
Page
About This Prospectus........................................................................ 2
Where You Can Find More Information.......................................................... 3
Forward-Looking Statements................................................................... 4
The Company.................................................................................. 5
Risk Factors................................................................................. 5
Use of Proceeds.............................................................................. 5
Dividend Policy.............................................................................. 5
Ratio of Earnings to Fixed Charges........................................................... 6
Description of Debt Securities............................................................... 7
Description of Preferred Stock...............................................................12
Description of Common Stock..................................................................14
Description of Securities Warrants...........................................................15
Plan of Distribution.........................................................................18
Legal Matters................................................................................19
Experts......................................................................................20
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange
Commission, or SEC, using a “shelf” registration process. Under this shelf registration process, we may sell:
o debt securities,
o preferred stock,
o common stock, and
o securities warrants,
either separately or in units, in one or more offerings up to a total dollar amount of $150,000,000. This
prospectus provides you with a general description of those securities. Each time we sell securities, we will
provide a prospectus supplement that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in this prospectus. You should read
this prospectus and the applicable prospectus supplement together with the additional information described under
the heading “Where You Can Find More Information.”
The registration statement that contains this prospectus (including the exhibits to the registration
statement) contains additional information about our company and the securities offered under this prospectus.
That registration statement can be read at the SEC web site or at the SEC offices mentioned under the heading
“Where You Can Find More Information.”
Whenever we refer to “we,” “our” or “us” in this prospectus, we mean Frontier Airlines, Inc. When we
refer to “you” or “yours,” we mean the holders or prospective purchasers of the applicable series of securities.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC in accordance with the Securities
Exchange Act of 1934. You may read and copy our reports, proxy statements and other information filed by us at
the public reference facilities of the SEC in Washington, D.C., New York, New York and Chicago, Illinois. Please
call the SEC at 1-800-SEC-0330 for further information about the public reference rooms. Our reports, proxy
statements and other information filed with the SEC are available to the public over the Internet at the SEC’s
World Wide Web site at http://www.sec.gov.
We “incorporate by reference” into this prospectus the information we file with the SEC, which means
that we can disclose important information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus. Some information contained in this prospectus
updates the information incorporated by reference into this prospectus, and information that we file subsequently
with the SEC will automatically update information in this prospectus as well as our other filings with the SEC.
In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and
information incorporated by reference into this prospectus, you should rely on the information contained in the
document that was filed later. We incorporate by reference the documents listed below and any filings we make
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the initial
filing of the registration statement that contains this prospectus and prior to the time that we sell all the
securities offered under this prospectus:
o Annual Report on Form 10-K for the year ended March 31, 2001;
o Quarterly Reports on Form 10-Q for the quarters ended June 30, 2001, September 30, 2001, and
December 31, 2001;
o Current Report on Form 8-K filed January 22, 2001, as amended by a Current Report on Form 8-K/A filed
July 11, 2001;
o Current Report on Form 8-K filed May 7, 2001;
o The description of our common stock contained in the Registration Statement on Form 8-A as declared
effective by the SEC on May 19, 1994, except that the number of authorized shares of common stock has
been increased to 100,000,000; and
o The description of our common stock purchase rights contained in the Registration Statement on Form 8-A
filed on March 12, 1997, as amended by an amendment dated June 30, 1997 filed as Exhibit 4.4 to our
Annual Report on Form 10-KSB for the year ended March 31, 1997, an amendment dated December 5, 1997
filed on Form 8-A/A on October 14, 1999 and an amendment dated as of May 30, 2001 filed as Exhibit
4.4(d) to our Annual Report on Form 10-K for the year ended March 31, 2001.
You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is
specifically incorporated by reference into that filing) at no cost, by writing to or telephoning us at the
following address:
Corporate Secretary
Frontier Airlines, Inc.
7001 Tower Road
Denver, Colorado 80249
(720) 374-4200
FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement delivered with this prospectus and the documents we
incorporate by reference may contain statements that constitute “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements include any statements that predict, forecast, indicate or imply future results,
performance or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “project,”
“will be,” “will continue,” “will result,” or words or phrases of similar meaning. Any such forward-looking
statements are not assurances of future performance and involve risks and uncertainties. Actual results may vary
materially from anticipated results for a number of reasons, including those stated under the caption “Risk
Factors” in our SEC reports incorporated in this prospectus by reference. All forward-looking statements
attributable to us are expressly qualified in their entirety by the cautionary statements above.
THE COMPANY
We are a scheduled airline based in Denver, Colorado. As of April 10, 2002, we operate routes linking
our Denver hub to 29 cities in 19 states spanning the nation from coast to coast. We were organized in February
1994 as a Colorado corporation and we began flight operations in July 1994 with two leased Boeing 737-200 jets.
Since May 2001, we have been executing a fleet replacement plan by which we will replace our leased Boeing
aircraft with new purchased and leased Airbus jet aircraft, a transition we expect to complete by May 2006. Our
fleet currently consists of 27 leased jets and three purchased Airbus aircraft, including seven Boeing 737-200’s,
17 larger Boeing 737-300’s, and six Airbus A319’s. We currently use up to 11 gates at our hub, Denver
International Airport, where we operate approximately 136 daily system flight departures and arrivals.
Our corporate headquarters are located at 7001 Tower Road, Denver, Colorado 80249. Our administrative
office telephone number is (720) 374-4200; our reservations telephone number is (800) 432-1359; and our World
Wide Web site address is www.frontierairlines.com. We do not intend to incorporate the contents of our Web site
into this prospectus.
RISK FACTORS
Prior to making an investment decision with respect to the securities that we may offer, prospective
investors should carefully consider the specific factors set forth under the caption “Risk Factors” in the
applicable prospectus supplement, together with all of the other information appearing in this prospectus or
incorporated by reference into this prospectus and the applicable prospectus supplement, in light of their
particular investment objectives and financial circumstances.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying prospectus supplement, we intend to use the proceeds from
the sale of the securities for general corporate purposes, which may include repayment of indebtedness, purchase
of aircraft or other capital equipment and other capital expenditures, aircraft lease prepayments and additions
to our working capital. Until the net proceeds have been used, they will be invested in short-term marketable
securities.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock or other securities and we do not
anticipate paying cash dividends in the foreseeable future. We currently intend to retain our earnings, if any,
for future growth. Future dividends on our common stock or other securities, if any, will be at the discretion
of our board of directors and will depend on, among other things, our operations, capital requirements and
surplus, general financial condition, contractual restrictions and such other factors as our board of directors
may deem relevant.
RATIO OF EARNINGS TO FIXED CHARGES
Fiscal Year Ended Nine Months Ended
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1997 1998 March 31, 2000 2001 December 31, December 31,
1999 2000 2001
Ratio of Earnings
to Fixed Charges... 2.56x 2.99x 4.27x 4.80x 1.98x
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The historical earnings for the years ended March 31, 1997 and 1998 were inadequate to cover fixed charges. The coverage
deficiencies were $20,643,000 and $30,249,000, respectively.
For purposes of calculating the ratios, fixed charges consist of:
o interest on debt;
o accretion of discount on debt and amortization of debt issuance costs; and
o the portion of rental expense estimated to represent interest (which we estimate to be a 1/3 of rental expense).
The ratio of earnings to fixed charges is calculated as follows:
(income before income taxes) +
(fixed charges)
(fixed charges)
..........................................................................................................................
For the periods indicated above, we had no outstanding shares of preferred stock. Therefore, the
combined ratios of earnings to fixed charges and preferred stock dividends are identical to the ratios presented
above for all such periods.
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of our debt securities. When we offer to sell a
particular series of debt securities we will provide the specific terms of the series in a prospectus
supplement. Accordingly, for a description of the terms of any series of debt securities, you must refer to both
the prospectus supplement relating to that series and the description of the debt securities in this prospectus.
To the extent the information contained in the prospectus supplement differs from this summary description, you
should rely on the information in the prospectus supplement.
The debt securities will be issued under an indenture between us and the trustee named in the applicable
prospectus supplement. As used in this prospectus, “debt securities” means the debentures, notes, bonds and
other evidences of indebtedness that we issue and the trustee authenticates and delivers under the indenture.
We have summarized the material terms and provisions of the indenture in this section. We have also filed
the form of the indenture as an exhibit to the registration statement. You should read the form of indenture for
additional information before you buy any debt securities. The summary that follows includes references to
section numbers of the indenture so that you can more easily locate these provisions.
General
The debt securities will be our direct obligations, which may be secured or unsecured, senior or
subordinated and convertible into shares of our common stock or preferred stock. The indenture does not limit
the amount of debt securities that we may issue and permits us to issue debt securities from time to time. Debt
securities issued under the indenture will be issued as part of a series that has been established by us under
the indenture. (Section 301)
A prospectus supplement relating to a series of debt securities being offered will include specific terms
relating to the offering. These terms will include some or all of the following:
o the title and type of the debt securities;
o any limit on the total principal amount of the debt securities;
o the price at which the debt securities will be issued;
o the date or dates on which the principal of and premium, if any, on the debt securities will be payable;
o the maturity date of the debt securities;
o if the debt securities will bear interest:
o the interest rate on the debt securities, and whether the interest rate will be fixed or variable, or
the method used to determine the rate at which the debt securities will bear interest;
o the date from which interest will accrue;
o the record and interest payment dates for the debt securities;
o the first interest payment date; and
o any circumstances under which we may defer interest payments;
o any optional redemption provisions that would permit us or the holders of debt securities to elect
redemption of the debt securities prior to their final maturity;
o any mandatory redemption or sinking fund provisions that would obligate us to redeem the debt securities
prior to their final maturity;
o whether the debt securities will be secured or unsecured;
o any subordination provisions;
o the terms applicable to any debt securities issued at a discount from their stated principal amount;
o if the debt securities will be convertible into or exchangeable for our common stock, preferred stock,
or other debt securities at our option or the option of the holders, the provisions relating to such
conversion or exchange;
o the currency or currencies in which the debt securities will be denominated and payable, if other than
U.S. dollars;
o any provisions that would permit us or the holders of the debt securities to elect the currency or
currencies in which the debt securities are paid;
o whether the provisions described under the heading “Defeasance” below apply to the debt securities;
o any changes to or additional events of default or covenants;
o whether we will issue the debt securities in whole or in part in the form of global securities and, if
so, the depositary for those global securities;
o any special tax implications of the debt securities;
o any provisions relating to any security provided for the debt securities; and
o any other terms of the debt securities. (Section 301)
Denominations
Unless the prospectus supplement states otherwise, the debt securities will be issued only in registered
form, without coupons, in denominations of $1,000 each or multiples of $1,000. If we ever issue bearer
securities, we will summarize provisions of the indenture that relate to bearer securities in the applicable
prospectus supplement.
Payment; Transfer
We will designate a place of payment where you can receive payment of the principal of and any premium and
interest on the debt securities or transfer the debt securities. Even though we will designate a place of
payment, we may elect to pay any interest on the debt securities by mailing a check to the person listed as the
owner of the debt securities in the security register or by wire transfer to an account designated by that person
in writing not less than ten days before the date of the interest payment. (Sections 305, 307, 1002) There will
be no service charge for any registration of transfer or exchange of the debt securities, but we may require you
to pay any tax or other governmental charge payable in connection with a transfer or exchange of the debt
securities. (Section 305)
Covenants
We will describe in the prospectus supplement any restrictive covenants applicable to an issue of debt
securities.
Conversion and Exchange Rights
We will describe in the applicable prospectus supplement the terms and conditions, if any, upon which the
debt securities are convertible or exchangeable into common stock or preferred stock. Those terms will include:
o whether the debt securities are convertible into or exchangeable for common stock or preferred stock;
o the conversion price or exchange ratio, or manner of calculation;
o the conversion or exchange period;
o provisions regarding whether conversion or exchange will be at our option or at the option of the
holders;
o the events requiring an adjustment of the conversion price or exchange ratio; and
o provisions affecting conversion or exchange in the event of the redemption of the debt securities.
Consolidation, Merger or Sale
We may not consolidate or merge with or into any other corporation or convey, transfer, or lease
substantially all of our assets, or accept a conveyance, transfer or lease of substantially all of the assets of
another company unless:
o the resulting or acquiring corporation, if other than us, is an entity organized and validly existing
under the laws of the United States, any state of the United States or the District of Columbia, and
expressly assumes all of our responsibilities and liabilities under the indenture, including the
payment of all amounts due on the debt securities and performance of the covenants in the indenture;
o immediately after the transaction, no event of default exists; and
o we deliver an officer’s certificate to the trustee stating that any such transaction is in compliance
with the terms of the indenture. (Section 801)
If we consolidate or merge with or into any other corporation or sell all or substantially all of our
assets according to the terms and conditions of the indenture, the resulting or acquiring corporation will be
substituted for us in the indenture with the same effect as if it had been an original party to the indenture. As
a result, the successor corporation may exercise our rights and powers under the indenture, in our name or in its
own name and we will be released from all our liabilities and obligations under the indenture and under the debt
securities. (Section 802)
Events of Default
Unless otherwise stated in the applicable prospectus supplement, an “event of default,” when used in the
indenture with respect to any series of debt securities, means any of the following:
o failure to pay interest on any debt security of that series for 30 days after the payment is due;
o failure to pay the principal of or any premium on any debt security of that series when due;
o failure to deposit any sinking fund payment on debt securities of that series when due;
o failure to perform any other covenant in the indenture that applies to debt securities of that series
for 90 days after we have received written notice of the failure to perform in the manner specified in
the indenture;
o certain events in bankruptcy, insolvency or reorganization; or
o any other event of default that may be specified for the debt securities of that series when that series
is created. (Section 501)
If an event of default for any series of debt securities occurs and continues, the trustee or the holders of at
least 25% in aggregate principal amount of the outstanding debt securities of the series may declare the entire
principal of all the debt securities of that series to be due and payable immediately. If a declaration occurs,
the holders of a majority of the aggregate principal amount of the outstanding debt securities of that series
can, subject to certain conditions, rescind the declaration. (Sections 502, 513)
The prospectus supplement relating to each series of debt securities that are original issue discount
securities will describe the particular provisions that relate to the acceleration of maturity of a portion of
the principal amount of that series when an event of default occurs and continues.
An event of default for a particular series of debt securities does not necessarily constitute an event of
default for any other series of debt securities issued under the indenture. The indenture requires us to file an
officers’ certificate with the trustee each year that states that certain defaults do not exist under the terms
of the indenture. (Section 1008) The trustee may withhold notice to the holders of debt securities of any
default, except defaults in the payment of principal, premium, interest or any sinking fund installment, if it
considers the withholding of notice to be in the best interests of the holders. (Section 602)
Other than its duties in the case of a default, a trustee is not obligated to exercise any of its rights or
powers under the indenture at the request, order or direction of any holders, unless the holders offer the
trustee reasonable indemnification. (Sections 601, 603) If reasonable indemnification is provided, then, subject
to certain other rights of the trustee, the holders of a majority in principal amount of the outstanding debt
securities of any series may, with respect to the debt securities of that series, direct the time, method and
place of:
o conducting any proceeding for any remedy available to the trustee; or
o exercising any trust or power conferred upon the trustee. (Sections 512, 603)
The holder of a debt security of any series will have the right to begin any proceeding with respect to the
indenture or for any remedy only if:
o the holder has previously given the trustee written notice of a continuing event of default with respect
to that series;
o the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that
series have made a written request of, and offered reasonable indemnification to, the trustee to begin
the proceeding;
o the trustee has not started the proceeding within 60 days after receiving the request; and
o the trustee has not received directions inconsistent with the request from the holders of a majority in
aggregate principal amount of the outstanding debt securities of that series during those 60 days.
(Section 507)
However, the holder of any debt security will have an absolute right to receive payment of principal of and any
premium and interest on the debt security when due and to institute suit to enforce the payment. (Section 508)
Modification and Waiver
Under the indenture, we and the trustee can modify or amend the indenture with the consent of the holders
of a majority in aggregate principal amount of the outstanding debt securities of each series of debt securities
affected by the modification or amendment. However, we may not, without the consent of the holder of each debt
security affected:
o change the stated maturity date of any payment of principal or interest;
o reduce certain payments due on the debt securities;
o change the place of payment or currency in which any payment on the debt securities is payable;
o limit a holder’s right to sue us for the enforcement of certain payments due on the debt securities;
o reduce the percentage of outstanding debt securities required to consent to a modification or amendment
of the indenture;
o limit a holder’s right, if any, to repayment of debt securities at the holder’s option; or
o modify any of the foregoing requirements or a reduction in the percentage of outstanding debt securities
required to waive compliance with certain provisions of the indenture or to waive certain defaults
under the indenture. (Section 902)
Under the indenture, the holders of a majority in aggregate principal amount of the outstanding debt
securities of any series of debt securities may, on behalf of all holders of that series:
o waive compliance by us with certain restrictive covenants of the indenture; and
o waive any past default under the indenture, except:
o a default in the payment of the principal of or any premium or interest on any debt securities of that
series; or
o a default under any provision of the indenture that itself cannot be modified or amended without the
consent of the holders of each outstanding debt security of that series. (Sections 1009, 513)
Defeasance
Defeasance and Discharge. At the time that we establish a series of debt securities under the indenture,
we can provide that the debt securities of that series are subject to the defeasance and discharge provisions of
the indenture. If we so provide, we will be discharged from our obligations on the debt securities of that
series if we deposit with the trustee, in trust, sufficient money or government obligations to pay the principal,
interest, any premium and any other sums due on the debt securities of that series, such as sinking fund
payments, on the dates the payments are due under the indenture and the terms of the debt securities. (Section
403) As used above, “government obligations” mean:
o securities of the same government that issued the currency in which the series of debt securities are
denominated and in which interest is payable; or
o securities of government agencies backed by the full faith and credit of that government. (Section 101)
In the event that we deposit funds in trust and discharge our obligations under a series of debt securities
as described above, then:
o the indenture will no longer apply to the debt securities of that series (except for obligations to
compensate, reimburse and indemnify the trustee, to register the transfer and exchange of debt
securities, to replace lost, stolen or mutilated debt securities and to maintain paying agencies and
the trust funds); and
o holders of debt securities of that series can only look to the trust fund for payment of principal, any
premium and interest on the debt securities of that series. (Section 403)
Under federal income tax law, a deposit and discharge as described above may be treated as an exchange of
the related debt securities for an interest in the trust mentioned above. Each holder might be required to
recognize gain or loss equal to the difference between:
o the holder’s cost or other tax basis for the debt securities, and
o the value of the holder’s interest in the trust.
Holders might be required to include in income a share of the income, gain or loss of the trust, including gain
or loss recognized in connection with any substitution of collateral, as described in this section under the
heading “ Substitution of Collateral” below. You are urged to consult your own tax advisers as to the specific
consequences of a deposit and discharge as described above, including the applicability and effect of tax laws
other than federal income tax law.
Defeasance of Certain Covenants and Certain Events of Default. At the time that we establish a series of
debt securities under the indenture, we can provide that the debt securities of that series are subject to the
covenant defeasance provisions of the indenture. If we so provide and we make the deposit described in this
section under the heading “ Defeasance and Discharge” above:
o we will not have to comply with the following restrictive covenants contained in the indenture:
o Consolidation, Merger or Sale (Section 801);
o Maintenance of Properties and Payment of Taxes and Other Claims (Sections 1005 and 1007); and
o any other covenant we designate when we establish the series of debt securities; and
o we will not have to treat the events described in the fourth bullet point under the heading “ Events of
Default” as they relate to the covenants listed above that have been defeased and no longer are in
effect and the events described in the fifth, sixth and seventh bullet points under the heading
“ Events of Default” as events of default under the indenture in connection with that series.
In the event of a defeasance, our obligations under the indenture and the debt securities, other than with
respect to the covenants and the events of default specifically referred to above, will remain in effect.
(Section 1501)
If we exercise our option not to comply with the certain covenants listed above and the debt securities of
that series become immediately due and payable because an event of default has occurred, other than as a result
of an event of default specifically referred to above, the amount of money and/or government obligations on
deposit with the trustee will be sufficient to pay the principal, interest, any premium and any other sums, due
on the debt securities of that series (such as sinking fund payments) on the date the payments are due under the
indenture and the terms of the debt securities, but may not be sufficient to pay amounts due at the time of
acceleration. However, we would remain liable for the balance of the payments. (Section 1501)
Substitution of Collateral. At the time that we establish a series of debt securities under the indenture,
we can provide for our ability to, at any time, withdraw any money or government obligations deposited under the
defeasance provisions described above if we simultaneously substitute other money and/or government obligations
that would satisfy our payment obligations on the debt securities of that series under the defeasance provisions
applicable to those debt securities. (Section 402)
Limited Liability of Some Persons
No past, present or future shareholder, incorporator, employee, officer or director of ours or any
successor corporation or any of our affiliates will have any personal liability for our obligations under the
indenture or the debt securities because of his, her or its status as a shareholder, incorporator, employee,
officer or director.
DESCRIPTION OF PREFERRED STOCK
We currently have no outstanding shares of preferred stock. Under our articles of incorporation, our
board of directors is authorized to issue shares of our preferred stock from time to time, in one or more classes
or series, without shareholder approval. Prior to the issuance of shares of each series, the board of directors
is required by the Colorado Business Corporation Act and our articles of incorporation to adopt resolutions and
file a certificate of designation with the Secretary of State of the State of Colorado. The certificate of
designation fixes for each class or series the designations, powers, preferences, rights, qualifications,
limitations and restrictions, including the following:
o the number of shares constituting each class or series;
o voting rights;
o rights and terms of redemption, including sinking fund provisions;
o dividend rights and rates;
o terms concerning the distribution of assets;
o conversion or exchange terms;
o redemption prices; and
o liquidation preferences.
All shares of preferred stock offered by this prospectus will, when issued, be validly issued, fully
paid and nonassessable and will not have any preemptive or similar rights. Our board of directors could
authorize the issuance of shares of preferred stock with terms and conditions that could have the effect of
discouraging a takeover or other transaction that might involve a premium price for holders of the shares or that
holders might believe to be in their best interests.
We will describe in a prospectus supplement relating to the class or series of preferred stock being
offered the following terms:
o the title and stated value of the preferred stock;
o the number of shares of the preferred stock offered, the liquidation preference per share and the
offering price of the preferred stock;
o the dividend rate(s), period(s) or payment date(s) or method(s) of calculation applicable to the
preferred stock;
o whether dividends are cumulative or non-cumulative and, if cumulative, the date from which dividends on
the preferred stock will accumulate;
o the procedures for any auction and remarketing, if any, for the preferred stock;
o the provisions for a sinking fund, if any, for the preferred stock;
o the provision for redemption, if applicable, of the preferred stock;
o any listing of the preferred stock on any securities exchange;
o the terms and conditions, if applicable, upon which the preferred stock will be convertible into common
stock, including the conversion price or manner of calculation and conversion period;
o voting rights, if any, of the preferred stock;
o a discussion of any material or special United States federal income tax considerations applicable to
the preferred stock;
o the relative ranking and preferences of the preferred stock as to dividend rights and rights upon the
liquidation, dissolution or winding up of our affairs;
o any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity
with the class or series of preferred stock as to dividend rights and rights upon liquidation,
dissolution or winding up of our affairs; and
o any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
Unless we specify otherwise in the applicable prospectus supplement, the preferred stock will rank,
relating to dividends and upon our liquidation, dissolution or winding up:
o senior to all classes or series of our common stock and to all of our equity securities ranking junior
to the preferred stock;
o on a parity with all of our equity securities the terms of which specifically provide that the equity
securities rank on a parity with the preferred stock; and
o junior to all of our equity securities the terms of which specifically provide that the equity
securities rank senior to the preferred stock.
The term equity securities does not include convertible debt securities.
DESCRIPTION OF COMMON STOCK
As of April 10, 2002, we had 29,512,581 shares of our common stock outstanding held of record by
approximately 872 shareholders.
Each holder of our common stock is entitled to one vote for each share of common stock held on all
matters as to which holders of common stock are entitled to vote and do not have cumulative voting rights.
Except for and subject to those preferences, rights, and privileges expressly granted to the holders of our
preferred stock, and except as may be provided by the laws of the State of Colorado, the holders of our common
stock have exclusively all other rights of shareholders of our company, including (i) the right to receive
dividends, when, as and if declared by our board of directors out of funds legally available for such dividends;
and (ii) in the event of any distribution of assets upon our dissolution and liquidation, the right to receive
ratably and equally all of our assets remaining after payment of indebtedness and other liabilities and the
satisfaction of any liquidation preferences granted to the holders of any outstanding shares of preferred stock
or other equity securities ranking senior to the common stock.
Holders of our common stock have no preemptive rights and no conversion rights or other subscription
rights. There are no redemption or sinking fund provisions applicable to our common stock. All the outstanding
shares of common stock are, and the shares offered by this prospectus, when issued and paid for, will be, validly
issued, fully paid and nonassessable. The rights, preferences and privileges of holders of our common stock are
subject to, and may be adversely affected by, the rights of the holders of any shares of our outstanding
preferred stock.
Anti-Takeover Provisions Contained in our Articles of Incorporation and Bylaws
Certain provisions of our articles of incorporation and bylaws make it less likely that our management
would be changed or someone would acquire voting control of our company without our board’s consent. These
provisions may delay, deter or prevent tender offers or takeover attempts that shareholders may believe are in
their best interests, including tender offers or attempts that might allow shareholders to receive premiums over
the market price of their common stock.
Preferred Stock. Under our restated articles of incorporation, as amended, our board of directors can, at
any time and without shareholder approval, issue one or more new series of preferred stock. In some cases, the
issuance of preferred stock without shareholder approval could discourage or make more difficult attempts to take
control of our company through a merger, tender offer, proxy contest or otherwise. Preferred stock with special
voting rights or other features issued to persons favoring our management could stop a takeover by preventing the
person trying to take control of our company from acquiring enough voting shares necessary to take control.
Number of Directors; Filling Vacancies. Our bylaws provide that the board of directors will consist of
such number of directors as may be set by resolution of the then-current board. Further, the bylaws authorize
the board of directors to fill newly created directorships. Accordingly, this provision could prevent a
shareholder from obtaining majority representation on the board of directors by permitting the board of directors
to enlarge the size of the board and fill the new directorships with its own nominees.
Rights Agreement
In February 1997, our board of directors declared a dividend distribution of one right (a “Right”) for
each outstanding share of our common stock to shareholders of record at the close of business on March 15, 1997.
Except as described below, each Right, when exercisable, entitles the registered holder to purchase from us one
share of common stock at a purchase price of $65.00 per share (the “Purchase Price”), subject to adjustment. The
Rights expire at the close of business on February 20, 2007, unless we redeem or exchange them earlier as
described below. The description and terms of the Rights are set forth in a Rights Agreement, as amended (as so
amended, the “Rights Agreement”). As a result of the 50 percent stock dividend we distributed on March 5, 2001,
there are currently 0.67 Rights associated with each outstanding share of common stock.
The Rights are exercisable upon the earlier of (i) 10 days following a public announcement that a person
or group of affiliated or associated persons other than us, our subsidiaries or any person receiving newly-issued
shares of common stock directly from us or indirectly via an underwriter in connection with a public offering by
us (an “Acquiring Person”) has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of
the outstanding shares of common stock (the “Stock Acquisition Date”), or (ii) 10 business days following the
commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20%
or more of such outstanding shares of common stock. If any person becomes an Acquiring Person other than
pursuant to a Qualifying Offer (as defined below), each holder of a Right has the right to receive, upon
exercise, common stock (or, in certain circumstances, cash, property or other securities of the Company) having a
value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, all Rights that
are beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable in any
event until such time as the Rights are no longer redeemable by us as set forth below.
A “Qualifying Offer” means a tender offer or exchange offer for, or merger proposal involving, all
outstanding shares of common stock at a price and on terms determined by at least a majority of our board of
directors who are not our officers or employees and who are not related to the person making such offer, to be
fair to and in our best interests and the best interests of our shareholders. If after the Stock Acquisition
Date we are acquired in a merger or other business combination transaction in which the common stock is changed
or exchanged or in which we are not the surviving corporation (other than a merger that follows a Qualifying
Offer) or 50% or more of our assets or earning power is sold or transferred, each holder of a Right shall have
the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the
exercise price of the Right.
The Purchase Price payable, and the number of shares of common stock or other securities or property
issuable, upon exercise of the Right, and the number of Rights associated with each share of common stock, are
all subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the common stock, (ii) if holders of the common stock are
granted certain rights or warrants to subscribe for common stock or convertible securities at less than the
current market price of the common stock, or (iii) upon the distribution to holders of the common stock of
evidences of indebtedness or assets or of subscription rights or warrants. At any time until ten days following
the Stock Acquisition Date, we may redeem the Rights in whole at a price of $.01 per Right. Upon the action of
the board of directors ordering redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 redemption price. While the distribution, if any, of the Rights
will not be taxable to shareholders or to us, shareholders may, depending upon the circumstances, recognize
taxable income if the Rights become exercisable for our common stock or for common stock of the acquiring
company.
The rights trade automatically with shares of common stock, and are designed to protect the interests of
our company and shareholders against coercive takeover tactics. The rights are also designed to encourage
potential acquirors to negotiate with our board of directors before attempting a takeover and to increase the
ability of our board of directors to negotiate terms of any proposed takeover that benefit our shareholders. The
rights may, but are not intended to, deter takeover proposals that may be in the best interests of our
shareholders.
DESCRIPTION OF SECURITIES WARRANTS
This section describes the general terms and provisions of the securities warrants. The prospectus
supplement will describe the specific terms of the securities warrants offered through that prospectus supplement
and any general terms outlined in this section that will not apply to those securities warrants.
We may issue warrants for the purchase of debt securities, preferred stock or common stock, which we will
collectively refer to as the “securities warrants.” Securities warrants may be issued alone or together with
debt securities, preferred stock or common stock offered by any prospectus supplement and may be attached to or
separate from those securities. Each series of securities warrants will be issued under a separate warrant
agreement between us and a bank or trust company, as warrant agent, which will be described in the applicable
prospectus supplement. The securities warrant agent will act solely as our agent in connection with the
securities warrants and will not act as an agent or trustee for any holders of securities warrants.
We have summarized the material terms and provisions of the securities warrant agreements and securities
warrants in this section. We have also filed the forms of securities warrant agreements and the certificates
representing the securities warrants as exhibits to the registration statement. You should read the applicable
forms of securities warrant agreement and securities warrant certificate for additional information before you
buy any securities warrants.
General
If we offer securities warrants, the applicable prospectus supplement will describe their terms. If
securities warrants for the purchase of debt securities are offered, the applicable prospectus supplement will
describe the terms of those securities warrants, including the following if applicable:
o the offering price;
o the currencies in which the securities warrants are being offered;
o the designation, aggregate principal amount, currencies, denominations and terms of the series of the
debt securities that can be purchased if a holder exercises the securities warrants;
o the designation and terms of any series of debt securities or preferred stock with which the securities
warrants are being offered and the number of securities warrants offered with each debt security,
share of preferred stock or share of common stock;
o the date on and after which the holder of the securities warrants can transfer them separately from the
related common stock or series of debt securities or preferred stock;
o the principal amount of the series of debt securities that can be purchased if a holder exercises the
securities warrant and the price at which and currencies in which the principal amount may be
purchased upon exercise;
o the date on which the right to exercise the securities warrants begins and the date on which the right
expires;
o United States federal income tax consequences; and
o any other terms of the securities warrants.
Unless we state otherwise in the applicable prospectus supplement, the securities warrants for the purchase of
debt securities will be in registered form only.
If securities warrants for the purchase of preferred stock or common stock are offered, the applicable
prospectus supplement will describe the terms of those securities warrants, including the following where
applicable:
o the offering price;
o the total number of shares that can be purchased if a holder of the securities warrants exercises them
and, in the case of securities warrants for preferred stock, the designation, total number and terms
of the series of preferred stock that can be purchased upon exercise;
o the designation and terms of the series of debt securities or preferred stock with which the securities
warrants are being offered and the number of securities warrants being offered with each debt
security, share of preferred stock or share of common stock;
o the date on and after which the holder of the securities warrants can transfer them separately from the
related common stock or series of debt securities or preferred stock;
o the number of shares of preferred stock or shares of common stock that can be purchased if a holder
exercises the securities warrant and the price at which the preferred stock or common stock may be
purchased upon each exercise;
o the date on which the right to exercise the securities warrants begins and the date on which the right
expires;
o United States federal income tax consequences; and
o any other terms of the securities warrants.
Securities warrants for the purchase of preferred stock or common stock will be in registered form only.
A holder of securities warrant certificates may:
o exchange them for new certificates of different denominations;
o present them for registration of transfer; and
o exercise them at the corporate trust office of the securities warrant agent or any other office
indicated in the applicable prospectus supplement.
Until any securities warrants to purchase debt securities are exercised, the holder of these securities warrants
will not have any of the rights of holders of the debt securities that can be purchased upon exercise, including
any right to receive payments of principal, premium or interest on the underlying debt securities or to enforce
covenants in the indenture. Until any securities warrants to purchase preferred stock or common stock are
exercised, holders of these securities warrants will not have any rights of holders of the underlying preferred
stock or common stock, including any right to receive dividends or to exercise any voting rights.
Exercise of Securities Warrants
Each holder of a securities warrant is entitled to purchase the principal amount of debt securities or
number of shares of preferred stock or shares of common stock, as the case may be, at the exercise price
described in the applicable prospectus supplement. After the close of business on the day when the right to
exercise terminates (or a later date if we extend the time for exercise), unexercised securities warrants will
become void.
A holder of securities warrants may exercise them by following the general procedure outlined below:
o delivering to the securities warrant agent the payment required by the applicable prospectus supplement
to purchase the underlying security;
o properly completing and signing the reverse side of the securities warrant certificate representing the
securities warrants; and
o delivering the securities warrant certificate representing the securities warrants to the securities
warrant agent within five business days of the securities warrant agent receiving payment of the
exercise price.
If you comply with the procedures described above, your securities warrants will be considered to have been
exercised when the securities warrant agent receives payment of the exercise price. After you have completed
those procedures, we will, as soon as practicable, issue and deliver to you the debt securities, preferred stock
or common stock that you purchased upon exercise. If you exercise fewer than all of the securities warrants
represented by a securities warrant certificate, the securities warrant agent will issue to you a new securities
warrant certificate for the unexercised amount of securities warrants. Holders of securities warrants will be
required to pay any tax or governmental charge that may be imposed in connection with transferring the underlying
securities in connection with the exercise of the securities warrants.
Amendments and Supplements to Securities Warrant Agreements
We may amend or supplement a securities warrant agreement without the consent of the holders of the
applicable securities warrants if the changes are not inconsistent with the provisions of the securities warrants
and do not materially adversely affect the interests of the holders of the securities warrants. We, along with
the securities warrant agent, may also modify or amend a securities warrant agreement and the terms of the
securities warrants if holders of a majority of the then-outstanding unexercised securities warrants affected by
the modification or amendment consent. However, no modification or amendment that accelerates the expiration
date, increases the exercise price, reduces the majority consent requirement for any such modification or
amendment, or otherwise materially adversely affects the rights of the holders of the securities warrants may be
made without the consent of each holder affected by the modification or amendment.
Common Stock Warrant Adjustments
Unless the applicable prospectus supplement states otherwise, the exercise price of, and the number of
shares of common stock covered by, a common stock warrant will be adjusted in the manner set forth in the
applicable prospectus supplement if certain events occur, including:
o if we issue capital stock as a dividend or distribution on the common stock;
o if we subdivide, reclassify or combine the common stock;
o if we issue rights or warrants to all holders of common stock entitling them to purchase common stock at
less than the current market price; or
o if we distribute to all holders of common stock evidences of our indebtedness or our assets, excluding
certain cash dividends and distributions described below, or if we distribute to all holders of common
stock rights or warrants, excluding those referred to in the bullet point above.
Except as stated above, the exercise price and number of shares of common stock covered by a common stock
warrant will not be adjusted if we issue common stock or any securities convertible into or exchangeable for
common stock, or securities carrying the right to purchase common stock or securities convertible into or
exchangeable for common stock.
Holders of common stock warrants may have additional rights under the following circumstances:
o a reclassification or change of the common stock;
o a consolidation or merger involving our company; or
o a sale or conveyance to another corporation of all or substantially all of our property and assets.
If one of the above transactions occurs and holders of our common stock are entitled to receive stock,
securities, other property or assets, including cash, with respect to or in exchange for common stock, the
holders of the common stock warrants then outstanding will be entitled to receive upon exercise of their common
stock warrants the kind and amount of shares of stock and other securities or property that they would have
received upon the reclassification, change, consolidation, merger, sale or conveyance if they had exercised their
common stock warrants immediately before the transaction.
PLAN OF DISTRIBUTION
We may sell the securities from time to time pursuant to underwritten public offerings, negotiated
transactions, block trades or a combination of these methods. We may sell the securities (1) through
underwriters or dealers, (2) through agents and/or (3) directly to one or more purchasers. We may distribute the
securities from time to time in one or more transactions at:
o a fixed price or prices, which may be changed;
o market prices prevailing at the time of sale;
o prices related to the prevailing market prices; or
o negotiated prices.
We may solicit directly offers to purchase the securities being offered by this prospectus. We may also
designate agents to solicit offers to purchase the securities from time to time. We will name in a prospectus
supplement any agent involved in the offer or sale of our securities.
If we utilize a dealer in the sale of the securities being offered by this prospectus, we will sell the
securities to the dealer, as principal. The dealer may then resell the securities to the public at varying
prices to be determined by the dealer at the time of resale.
If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will
execute an underwriting agreement with the underwriter at the time of sale and we will provide the name of any
underwriter in the prospectus supplement that the underwriter will use to make resales of the securities to the
public. In connection with the sale of the securities, we, or the purchasers of securities for whom the
underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or
commissions. The underwriter may sell the securities to or through dealers, and the underwriter may compensate
those dealers in the form of discounts, concessions or commissions.
We will provide in the applicable prospectus supplement any compensation we pay to underwriters, dealers or
agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed
by underwriters to participating dealers. Underwriters, dealers and agents participating in the distribution of
the securities may be deemed to be underwriters within the meaning of the Securities Act and any discounts and
commissions received by them and any profit realized by them on resale of the securities may be deemed to be
underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and
agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments
they may be required to make in respect thereof.
The securities may or may not be listed on a national securities exchange. To facilitate the offering of
securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or
otherwise affect the price of the securities. This may include over-allotments or short sales of the securities,
which involves the sale by persons participating in the offering of more securities than we sold to them. In
these circumstances, these persons would cover such over-allotments or short positions by making purchases in
the open market or by exercising their over-allotment option. In addition, these persons may stabilize or
maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing
penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if
securities sold by them are repurchased in connection with stabilization transactions. The effect of these
transactions may be to stabilize or maintain the market price of the securities at a level above that which might
otherwise prevail in the open market. These transactions may be discontinued at any time.
When we issue the securities offered under this prospectus, except for shares of common stock, they may be
new securities without an established trading market. If we sell a security offered under this prospectus to an
underwriter for public offering and sale, the underwriter may make a market for that security, but the
underwriter will not be obligated to do so and could discontinue any market making without notice at any time.
Therefore, we cannot give any assurances to you concerning the liquidity of any security offered under this
prospectus.
We may provide underwriters, agents, dealers or purchasers with indemnification against civil liabilities,
including liabilities under the Securities Act, or contribution with respect to payments that the underwriters,
agents, dealers or purchasers may make with respect to such liabilities.
The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the
ordinary course of business.
LEGAL OPINIONS
Faegre & Benson LLP, Denver, Colorado, will issue an opinion about the legality of the securities offered
under this prospectus. Any underwriters will be represented by their own legal counsel.
EXPERTS
The financial statements of Frontier Airlines, Inc. as of March 31, 2001 and 2000, and for each of the
years in the three-year period ended March 31, 2001, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting and auditing.
II-3
II-4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Our estimated expenses in connection with the issuance and distribution of the securities being
registered are set forth in the following table.
SEC Registration Fee $ 13,800
Legal Fees and Expenses* 100,000
Trustee Fees and Expenses* 30,000
Accounting Fees and Expenses* 50,000
Printing and Engraving Fees* 60,000
Rating Agency Fees* 100,000
Nasdaq and Other Listing Fees* 60,000
Miscellaneous* 21,200
Total $425,000
___________
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*Estimated pursuant to instruction to Item 511 of Regulation S-K.
Item 15. Indemnification of Directors and Officers
The Colorado Business Corporation Act permits a corporation organized under it to indemnify its
directors, officers, employees, and agents for various acts. Our bylaws provide that we will indemnify any our
directors, officers, employees or agents to the maximum extent provided by law.
The Colorado Business Corporation Act would permit us to indemnify any officer, director, employee, or
agent against expenses, fines, penalties, settlements, or judgments arising in connection with a legal proceeding
to which such person was a party to the extent that such person’s actions were in good faith, were believed to be
in our best interest, and were not unlawful. Therefore, if we cannot show that an officer, director, employee,
’
belief that his or her actions were in our best interests, not opposed to our best interests, or not unlawful, we
would be required to indemnify such person. Furthermore, indemnification would be mandatory with respect to a
director or officer who was wholly successful in defense of a proceeding.
The circumstances under which indemnification is granted in connection with an action brought on our
behalf are generally the same as those mentioned above. However, with respect to actions against directors,
indemnification is granted only with respect to reasonable expenses actually incurred in connection with the
defense or settlement of the action. In these actions, the person to be indemnified must have acted in good
faith and in a manner the person reasonably believed was in our best interest; the person must not have been
adjudged liable to us; and the person must not have received an improper personal benefit.
Indemnification may also be granted under the terms of agreements that may be entered into in the future
according to a vote of shareholders or directors. In addition, we purchase and maintain insurance that protects
our officers and directors against any liabilities incurred in connection with their services in these positions.
Item 16. Exhibits
The following exhibits are filed as part of this registration statement:
1.1 Form of Underwriting Agreements.(1)
4.1 Specimen common stock certificate of the Company.(2)
4.2 Restated Articles of Incorporation (as amended November 2, 2001).(3)
4.3 Bylaws (as amended).(4)
4.4 Rights Agreement, dated as of February 20, 1997, between Frontier Airlines, Inc. and American Securities
Transfer & Trust, Inc., including the form of Rights Certificate and the Summary of Rights attached
thereto as Exhibits A and B, respectively, incorporated by reference to Frontier Airlines, Inc.
Registration Statement on Form 8-A dated March 11, 1997. (5)
4.4(a) Amendment to Rights Agreement dated June 30, 1997.(6)
4.4(b) Amendment to Rights Agreement dated December 5, 1997.(7)
4.4(c) Third Amendment to Rights Agreement dated September 9, 1999.(8)
4.4(d) Fourth Amendment to Rights Agreement dated May 30, 2001.(9)
4.5 Form of Indenture.
4.6 Form of Debt Security.(1)
5 Opinion of Faegre & Benson LLP.
12 Computations of ratio of earnings to fixed charges.
23(a) Consent of Faegre & Benson LLP. (included as part of Exhibit 5)
23(b) Consent of KPMG LLP.
24 Powers of Attorney. (Contained on the signature page of this registration statement)
25 Statement of Eligibility and Qualification of Trustee.(1)
___________
(1) To be filed by amendment or incorporated by reference in connection with the issuance of the securities.
(2) Incorporated by reference from the Company’s Registration Statement on Form SB-2, Commission File No.
33-77790-D, declared effective May 20, 1994.
(3) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q, Commission File No. 0-24126,
filed on November 14, 2001.
(4) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q, Commission File No. 0-24126,
filed on August 10, 1999.
(5) Incorporated by reference from the Company’s Report on Form 8-K filed on March 12, 1997
(6) Incorporated by reference from the Company’s Annual Report on Form 10-KSB, Commission File No. 0-24126,
filed July 14, 1997.
(7) Incorporated by reference from the Company’s Annual Report on Form 10-K, Commission File No. 0-24126,
filed on June 22, 1999.
(8) Incorporated by reference from the Company’s Report on Form 8-K filed on October 1, 1997.
(9) Incorporated by reference from the Company’s Annual Report on Form 10-K, Commission file No. 0-24126,
filed on June 8, 2001, as amended by Form 10-K/A filed on July 31, 2001.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the
information required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933,
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.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus 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.
(e) The undersigned registrant hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act
in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
II-6
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-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Denver and the State of Colorado, on the 10th day of April, 2002.
Frontier Airlines, Inc.
By
/s/ Jeff S. Potter
Jeff S. Potter, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has
been signed by the following persons in the capacities and on the dates indicated. Each person whose signature
appears below authorizes Jeff S. Potter and Paul H. Tate, and each of them, with full power of substitution and
resubstitution, his true and lawful attorneys-in-fact, for him in any and all capacities, to sign any amendments
(including post-effective amendments or supplements) to this registration statement and to file the same, with
exhibits thereto, and other documents in connection therewith, with the SEC.
Signature Title Date
/s/ Samuel D. Addoms
Samuel D. Addoms Chairman of the Board and Director April 10, 2002
/s/ Jeff S. Potter
Jeff S. Potter Chief Executive Officer and Director (Principal Executive Officer) April 10, 2002
/s/ Paul H. Tate
Paul H. Tate Vice President and Chief Financial Officer (Principal Financial April 10, 2002
Officer)
/s/ Elissa A. Potucek
Elissa A. Potucek Vice President, Controller and Treasurer (Principal Accounting April 10, 2002
Officer)
/s/ Paul S. Dempsey
Paul S. Dempsey Director April 10, 2002
/s/ B. LaRae Orullian
B. LaRae Orullian Director April 10, 2002
/s/ William B. McNamara
William B. McNamara Director April 10, 2002
/s/ D. Dale Browning
D. Dale Browning Director April 10, 2002
/s/ James B. Upchurch
James B. Upchurch Director April 10, 2002
EXHIBIT INDEX
Exhibit
Number Document Description
1.1 Underwriting Agreements(1)
4.1 Specimen common stock certificate of the Company.(2)
4.2 Restated Articles of Incorporation (as amended November 2, 2001).(3)
4.3 Bylaws (as amended).(4)
4.4 Rights Agreement, dated as of February 20, 1997, between Frontier Airlines, Inc. and American
Securities Transfer & Trust, Inc., including the form of Rights Certificate and the Summary of Rights
attached thereto as Exhibits A and B, respectively, incorporated by reference to Frontier Airlines,
Inc. Registration Statement on Form 8-A dated March 11, 1997. (5)
4.4(a) Amendment to Rights Agreement dated June 30, 1997.(6)
4.4(b) Amendment to Rights Agreement dated December 5, 1997.(7)
4.4(c) Third Amendment to Rights Agreement dated September 9, 1999.(8)
4.4(d) Fourth Amendment to Rights Agreement dated May 30, 2001.(9)
4.5 Form of Indenture.
4.6 Form of Debt Security.(1)
5 Opinion of Faegre & Benson LLP.
12 Computations of ratio of earnings to fixed charges.
23(a) Consent of Faegre & Benson LLP. (included as part of Exhibit 5)
23(b) Consent of KPMG LLP.
24 Powers of Attorney. (Contained on the signature page of this registration statement)
25 Statement of Eligibility and Qualification of Trustee.(1)
___________
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(1) To be filed by amendment or incorporated by reference in connection with the issuance of the
securities.
(2) Incorporated by reference from the Company’s Registration Statement on Form SB-2, Commission File No.
33-77790-D, declared effective May 20, 1994.
(3) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q, Commission File No.
0-24126, filed on November 14, 2001.
(4) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q, Commission File No.
0-24126, filed on August 10, 1999.
(5) Incorporated by reference from the Company’s Report on Form 8-K filed on March 12, 1997
(6) Incorporated by reference from the Company’s Annual Report on Form 10-KSB, Commission File No.
0-24126, filed July 14, 1997.
(7) Incorporated by reference from the Company’s Annual Report on Form 10-K, Commission File No. 0-24126,
filed on June 22, 1999.
(8) Incorporated by reference from the Company’s Report on Form 8-K filed on October 1, 1997.
’
filed on June 8, 2001, as amended by Form 10-K/A filed on July 31, 2001.