Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 1, 2009
Republic
Airways Holdings Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
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000-49697
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06-1449146
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(Commission
File Number)
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(IRS
Employer Identification No.)
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8909
Purdue Road
Suite
300
Indianapolis,
IN 46268
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (317) 484-6000
None.
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory
Note
This
Current Report on Form 8-K/A amends the Current Report on Form 8-K of
Republic Airways Holdings Inc. (the “Company”) filed with the Securities and
Exchange Commission on October 1, 2009 (the “Original Report”) related to the
completion of the Company’s acquisition of Frontier Airlines Holdings, Inc.
(“Frontier”) and its subsidiaries, Frontier Airlines, Inc. and Lynx Aviation,
Inc. In response to parts (a) and (b) of Item 9.01 of the Original Report, the
Company stated that it would file the required financial information by
amendment, as permitted by Items 9.01(a)(4) and 9.01(b)(2) of Form
8-K.
This Form
8-K/A amends the Original Report to include the financial information required
by Item 9.01 of Form 8-K . The information previously reported in the
Original Report is hereby incorporated by reference into this Form 8-K/A, except
to the extent such information is amended by this Form 8-K/A.
Item
9.01 Financial Statements and
Exhibits.
(a) Financial
Statements of Business Acquired
Unaudited
interim condensed consolidated balance sheets of Frontier (Debtors-In-Possession
as of April 10, 2008) as of September 30, 2009 and March 31, 2009, and the
related unaudited interim condensed consolidated statements of operations and
cash flows for the six months ended September 30, 2009 and 2008 is hereby
incorporated by reference and attached as Exhibit 99.1.
Audited
consolidated balance sheets of Frontier (Debtors-In-Possession as of April 10,
2008) as of March 31, 2009 and 2008 and the related consolidated statements of
operations, shareholders’ equity (deficit) and other comprehensive income
(loss), and cash flows for each of the three years in the period ended
March 31, 2009 is hereby incorporated by reference and attached as Exhibit
99.2.
(b) Pro
Forma Financial Information
The Unaudited Pro Forma Condensed
Combined Financial Information as of September 30, 2009, for the nine months
ended September 30, 2009 and for the year ended December 31, 2008, giving
effect to the acquisition of Frontier, is attached hereto as Exhibit 99.3
and incorporated herein by reference.
(d) Exhibits
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Exhibit #
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Title
of Document
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23.1
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Consent
of KPMG LLP, Independent Auditor for Frontier Airlines Holdings,
Inc.
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99.1
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Unaudited
interim condensed consolidated balance sheets of Frontier
(Debtors-In-Possession as of April 10, 2008) as of September 30, 2009 and
March 31, 2009 and the related unaudited interim condensed consolidated
statements of operations and cash flows for the six months ended September
30, 2009 and 2008.
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99.2
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Audited
consolidated balance sheets of Frontier (Debtors-In-Possession as of April
10, 2008) as of March 31, 2009 and 2008 and the related
consolidated statements of operations, shareholders’ equity
(deficit) and cash flows for each of the years in the three-year
period ended March 31, 2009.
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99.3
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Unaudited
Pro Forma Condensed Combined Financial Information as of September 30,
2009, for the nine months ended September 30, 2009 and for the year ended
December 31, 2008
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(All
other items on this report are inapplicable.)
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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 hereunto duly
authorized.
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REPUBLIC
AIRWAYS HOLDINGS INC.
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By:
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/s/ Robert H. Cooper
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Name:
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Robert
H. Cooper
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Title:
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Executive
Vice President and
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Chief
Financial Officer
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Dated:
December 11, 2009
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