As filed with the Securities and Exchange Commission on November 3, 2011

Registration No. 333-

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

ATLAS AIR WORLDWIDE HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		13-4146982
(State or Other Jurisdiction of Incorporation		(I.R.S. Employer
or Organization)		Identification No.)
2000 Westchester Avenue
Purchase, New York		10577
(Address of Principal Executive Offices)		(Zip Code)

Atlas Air Worldwide Holdings, Inc. 2007 Incentive Plan, as amended

(Full Title of the Plan)

Adam R. Kokas

2000 Westchester Avenue
Purchase, NY 10577-2543
(Name and Address of Agent For Service)

(914) 701-8000

(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

Title of

Maximum

Maximum

Securities to be

Amount to be

Offering Price Per

Aggregate

Amount of

Registered

Registered(1)

Share(2)

Offering Price(2)

Registration Fee

Common Stock, $.01 par value per share

800,000 shares

$40.26

$32,208,000

$3,691.04

 

 

EXPLANATORY NOTE

This Registration Statement registers additional securities of the same class as other securities for which three registration statements filed on Form S-8 (SEC File Nos. 333-170244, 333-158120 and 333-143240, respectively) of the Registrant are effective. The information contained in the Registrant’s registration statements on Form S-8 (SEC File Nos. 333-170244, 333-158120 and 333-143240, respectively), filed with the Securities and Exchange Commission on November 1, 2010, March 20, 2009 and May 24, 2007, respectively, is hereby incorporated by reference pursuant to General Instruction E.

SIGNATURES AND POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Purchase, State of New York, on the 3rd day of November, 2011.

     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 dates indicated.

     In addition, the undersigned directors and officers of Atlas Air Worldwide Holdings, Inc., hereby severally constitute and appoint William J. Flynn, John W. Dietrich, Spencer Schwartz and Adam R. Kokas and each of them singly, their true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments (including post-effective amendments and any registration statements relating to the same offering effective upon filing pursuant to Rule 462(b)) or supplements to the Registration Statement on Form S-8 of Atlas Air Worldwide Holdings, Inc., and generally to do all such things in our name and on our behalf in our capacities indicated below to enable Atlas Air Worldwide Holdings, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be required by our said attorneys or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

Signature		Title		Date
/s/ William J. Flynn		President and Chief Executive Officer		November 3, 2011
William J. Flynn		(Principal Executive Officer), and
		Director
/s/ Spencer Schwartz		Senior Vice President and Chief		November 3, 2011
Spencer Schwartz		Financial Officer (Principal Financial
		Officer)
/s/ Keith H. Mayer		Vice President and Corporate		November 3, 2011
Keith H. Mayer		Controller (Principal Accounting
		Officer)
/s/ Eugene I. Davis		Chairman and Director		November 3, 2011
Eugene I. Davis
/s/ Robert F. Agnew		Director		November 3, 2011
Robert F. Agnew
/s/ Timothy J. Bernlohr		Director		November 3, 2011
Timothy J. Bernlohr

Signature		Title		Date
/s/ James S. Gilmore		Director		November 3, 2011
James S. Gilmore III
/s/ Carol B. Hallett		Director		November 3, 2011
Carol B. Hallett
/s/ Frederick McCorkle		Director		November 3, 2011
Frederick McCorkle

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
5.1		Opinion of Ropes & Gray LLP (filed herewith).
23.1		Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2		Consent of Ropes & Gray LLP (included in Opinion filed as Exhibit 5.1).
24.1		Power of Attorney (included as part of signature page attached hereto).
99.1		Atlas Air Worldwide Holdings, Inc. 2007 Incentive Plan, as amended, incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2011.