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As filed with the Securities and Exchange Commission on June 6, 1995.
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONTINENTAL AIRLINES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 2929 Allen Parkway 74-2099724
(State or other jurisdiction Houston, Texas 77019 (I.R.S. Employer
of incorporation or organization) (Address of principal Identification No.)
executive offices)
(Zip Code)
CONTINENTAL AIRLINES, INC.
1994 RESTRICTED STOCK
GRANT
(Full title of the plan)
Jeffery A. Smisek
Senior Vice President and
General Counsel
Continental Airlines, Inc.
2929 Allen Parkway, Suite 2010
Houston, Texas 77019
(Name and address of agent for service)
(713) 834-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount
of
securities to Amount to offering price aggregate offering
registration
be registered be registered per share (1) price (1) fee
Class B
Common Stock, 7,000 $16.75 $117,250 $100
par value $.01
per share
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
Pursuant to General Instruction E to Form S-8, the undersigned
Registrant hereby incorporates herein by this reference the contents of
Registration Statement No. 33-81326 relating to the Registrant's 1994
Restricted Stock Grant; provided that:
(i) Paragraph (a) of Item 3 thereof is hereby replaced in its entirety
by the following paragraph:
"The Company's Annual Report on Form 10-K for the year ended
December 31, 1994 ("1994 Form 10-K") (File No. 0-9781);" and
(ii) Item 5 thereof is hereby replaced in its entirety to read as
follows:
"Certain legal matters with respect to the Class B common stock
offered hereby are being passed upon by Jeffery A. Smisek,
Senior Vice President and General Counsel of the Registrant.
The consolidated financial statements and schedules of
Continental Airlines, Inc. at December 31, 1994 and 1993, for
the year ended December 31, 1994 and for the period April 28,
1993 through December 31, 1993, and the consolidated statements
of operations, redeemable and nonredeemable preferred stock and
common stockholders' equity and cash flows and schedules of
Continental Airlines Holdings, Inc. for the period January 1,
1993 to April 27, 1993 appearing in the Company's 1994 Form 10-
K have been audited by Ernst & Young LLP, independent auditors,
as set forth in their reports thereon included therein and
incorporated herein by reference. Such consolidated financial
statements and schedules are incorporated by reference in
reliance upon such reports given upon the authority of such
firm as experts in accounting and auditing.
The consolidated statements and schedules of Continental
Airlines Holdings, Inc. and its subsidiaries for the year ended
December 31, 1992, incorporated by reference in this
Registration Statement, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their
report with respect thereto and are included herein in reliance
upon the authority of said firm as experts in accounting and
auditing. Reference is made to said report, which includes an
explanatory paragraph that describes several uncertainties."
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on June 5,
1995.
CONTINENTAL AIRLINES, INC.
By: /s/ Jeffery A. Smisek
Jeffery A. Smisek
Senior Vice President
and General Counsel
POWER OF ATTORNEY
Each of the undersigned directors and officers of Continental Airlines,
Inc. does hereby constitute and appoint Jeffery A. Smisek and Scott R.
Peterson, or either of them, as the undersigned's true and lawful attorneys-
in-fact and agents to do any and all acts and things in the undersigned's
name and behalf in the undersigned's capacities as director and/or officer,
and to execute any and all instruments for the undersigned and in the
undersigned's name in the capacities indicated below which such person or
persons may deem necessary or advisable to enable Continental Airlines, Inc.
to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
connection with this Registration Statement, including specifically, but not
limited to, power and authority to sign for the undersigned in the capacities
indicated below any and all amendments (including post-effective amendments)
hereto, and the undersigned does hereby ratify and confirm all that such
person or persons shall do or cause to be done by virtue hereof.
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.
Signature Title Date
/s/ Gordon M. Bethune President, June 5, 1995
Gordon M. Bethune Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Lawrence W. Kellner Senior Vice President June 5, 1995
Lawrence W. Kellner and Chief Financial Officer
(Principal Financial Officer)
/s/ Michael P. Bonds Staff Vice President June 5, 1995
Michael P. Bonds and Controller
(Principal Accounting Officer)
/s/ David Bonderman Director June 5, 1995
David Bonderman
/s/ Thomas J. Barrack, Jr. Director June 5, 1995
Thomas J. Barrack, Jr.
/s/ Gregory D. Brenneman Director June 5, 1995
Gregory D. Brenneman
Director
Joel H. Cowan
/s/ Patrick Foley Director June 5, 1995
Patrick Foley
/s/ Rowland C. Frazee, C.C. Director June 5, 1995
Rowland C. Frazee, C.C.
/s/ Hollis L. Harris Director June 5, 1995
Hollis L. Harris
/s/ Dean C. Kehler Director June 5, 1995
Dean C. Kehler
/s/ Robert L. Lumpkins Director June 5, 1995
Robert L. Lumpkins
/s/ Douglas H. McCorkindale Director June 5, 1995
Douglas H. McCorkindale
/s/ David E. Mitchell, O.C. Director June 5, 1995
David E. Mitchell, O.C.
/s/ Richard W. Pogue Director June 5, 1995
Richard W. Pogue
/s/ William S. Price Director June 5, 1995
William S. Price
/s/ Donald L. Sturm Director June 5, 1995
Donald L. Sturm
/s/ Claude I. Taylor, O.C. Director June 5, 1995
Claude I. Taylor, O.C.
/s/ Karen Hastie Williams Director June 5, 1995
Karen Hastie Williams
/s/ Charles A. Yamarone Director June 5, 1995
Charles A. Yamarone
EXHIBIT INDEX
Exhibit No. Description
4.1 Restated Certificate of Incorporation of the Company -
incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K, dated April 16, 1993 (the "April
1993 8-K").
4.2 By-Laws of the Company - incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on Form
S-8 filed with the Commission on June 5, 1995 and relating to
the Company's 1994 Incentive Equity Plan.
4.3 Prospectus relating to 1994 Restricted Stock Grant -
incorporated by reference to Exhibit 10.5 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1994.
5 Opinion of Senior Vice President and General Counsel.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Senior Vice President and General Counsel
(included in Exhibit 5).
24 Powers of Attorney (included on signature page of this
Registration Statement).
EXHIBIT 5
June 5, 1995
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Continental Airlines,
Inc., a Delaware corporation (the "Company"), and I have advised the Company
in connection with the registration, pursuant to a Registration Statement on
Form S-8 being filed with the Securities and Exchange Commission (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), of the proposed issuance of up to 7,000 shares of Class B common
stock, par value $.01 per share, of the Company (the "Common Stock") pursuant
to the Company's 1994 Restricted Stock Grant (the "Grant").
In this connection, I have examined the corporate records of the
Company, including its Restated Certificate of Incorporation, its Bylaws and
minutes of meetings of its directors. I have also examined the Registration
Statement, together with the exhibits thereto and such other documents as I
have deemed necessary for the purpose of expressing the opinion contained
herein.
Based upon the foregoing, I am of the opinion that the Common Stock,
when issued in accordance with the terms of the Grant, will be validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name therein under the caption
"Named Experts and Counsel". In giving this consent, I do not thereby admit
that I am within the category of persons whose consent is required under
Section 7 of the Act and the rules and regulations thereunder.
Very truly yours,
/s/ Jeffery A. Smisek
Jeffery A. Smisek
Senior Vice President
and General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interest of Named
Experts and Counsel" in the Registration Statement (Form S-8) pertaining to
the 1994 Restricted Stock Grant of Continental Airlines, Inc. and to the
incorporation by reference therein of our reports dated April 12, 1995, with
respect to the consolidated financial statements and schedules of Continental
Airlines, Inc. at December 31, 1994 and 1993, for the year ended December 31,
1994, and for the period April 28, 1993 through December 31, 1993 and the
consolidated statements of operations, redeemable and nonredeemable preferred
stock and common stockholders' equity and cash flows and schedules of
Continental Airlines Holdings, Inc. for the period January 1, 1993 through
April 27, 1993, all included in Continental's 1994 Annual Report (Form 10-K)
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Houston, Texas
June 2, 1995
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated March 12, 1993 and to all references to our
Firm included in this Form S-8 related to the Continental Airlines, Inc. 1994
Restricted Stock Grant.
ARTHUR ANDERSEN LLP
Houston, Texas
June 2, 1995