- Post-Effective Amendment to an S-8 filing (S-8 POS)
21 Novembro 2008 - 8:16PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on November 21, 2008.
Registration
No. 333-143384
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NORTHWEST
AIRLINES CORPORATION
(Exact name of
registrant as specified in its charter)
Delaware
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41-1905580
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(State or other
jurisdiction of
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(I.R.S. Employer
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incorporation or
organization)
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Identification
No.)
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2700
Lone Oak Parkway
Eagan,
Minnesota 55121-1534
(612)
726-2111
(Address of
Principal Executive Offices,
including Zip
Code)
NORTHWEST
AIRLINES CORPORATION 2007 STOCK INCENTIVE PLAN
(Full title of the
plan)
Richard B. Hirst, Esq.
Senior Vice President & General Counsel
Delta Air
Lines, Inc.
P.O Box
20706
Atlanta,
Georgia 30320-6001
(Name and address
of agent for service)
(404)
715-2191
(Telephone number,
including area code, of agent for service)
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
x
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Accelerated
filer
o
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Non-accelerated
filer
o
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Smaller
reporting company
o
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(Do not check if
a smaller
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reporting
company)
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DEREGISTRATION
OF SECURITIES
This Post-Effective
Amendment relates to the Registration Statement 333-143384 registering
21,333,248 shares of Common Stock, par value $0.01 per share (the Common
Stock) of Northwest Airlines Corporation (the Company) for the Northwest
Airlines Corporation 2007 Stock Incentive Plan.
On October 29, 2008,
pursuant to the Agreement and Plan of Merger dated as of April 14, 2008
(the Agreement), among the Company, Delta Air Lines, Inc. (Delta), and
Nautilus Merger Corporation (Merger Sub), Merger Sub merged with and into the
Company, with the Company surviving the merger as a subsidiary of Delta. Pursuant to the terms of the Agreement, at
the effective time of the merger, each share of Common Stock (other than any
shares held in the treasury of the Company) issued and outstanding (including
those shares issuable pursuant to the Companys plan of reorganization under
Chapter 11) immediately prior to the effective time of the merger, subject to
certain exceptions, was converted into the right to receive 1.25 shares of
Delta common stock.
As a result of the
merger, the Company has terminated the offering of the Companys securities
pursuant to the Registration Statement.
In accordance with an undertaking made by the Company in Part II of
the Registration Statement to remove from registration, by means of a
post-effective amendment, any of the securities that had been registered for
issuance that remain unsold at the termination of the offering, the Company
hereby removes from registration all of such securities of the Company
registered but unsold under the Registration Statement.
2
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 Atlanta, State of Georgia, on November 21, 2008.
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Northwest
Airlines Corporation
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By:
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/s/
Edward H. Bastian
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Name: Edward H. Bastian
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Title: President and Chief
Operating Officer
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Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has
been signed on November 21, 2008 by the following persons in the
capacities indicated.
Signature
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Title
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/s/ Edward H.
Bastian
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President, Chief Operating
Officer and Director (Principal Executive Officer)
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Edward H.
Bastian
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/s/ Richard B.
Hirst
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Director
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Richard B. Hirst
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/s/ Paul A.
Jacobson
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Director
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Paul A. Jacobson
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3
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