As filed with the Securities and Exchange Commission on March 20, 2009

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

Atlas Air Worldwide Holdings, Inc. 2007 Incentive Plan, as amended
(Full Title of the Plan)

Adam R. Kokas
Senior Vice President, General Counsel, and Secretary
Atlas Air Worldwide Holdings, Inc.
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, 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 þ		Accelerated filer o		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller Reporting Company o

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

1,100,000 shares

$

15.19

$

16,709,000

$

932.37

 

 

EXPLANATORY NOTE

This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S–8 (SEC File No. 333–143240) of the Registrant is effective. The information contained in the Registrant’s registration statement on Form S–8 (SEC File No. 333–143240), filed with the Securities and Exchange Commission on May 24, 2007, 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 19^th day of March, 2009.

     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, Jason Grant, John W. Dietrich 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 (Principal Executive Officer), and Director		March 19, 2009
William J. Flynn
/s/ Jason Grant		Senior Vice President and Chief Financial Officer (Principal Financial Officer)		March 19, 2009
Jason Grant
/s/ Spencer Schwartz		Vice President and Controller (Principal Accounting Officer)		March 19, 2009
Spencer Schwartz
/s/ Eugene I. Davis   Eugene I. Davis		Chairman and Director		March 19, 2009
/s/ Robert F. Agnew   Robert F. Agnew		Director		March 19, 2009
/s/ Timothy J. Bernlohr   Timothy J. Bernlohr		Director		March 19, 2009
/s/ Keith E. Butler   Keith E. Butler		Director		March 19, 2009

Signature		Title		Date
/s/ James S. Gilmore III   James S. Gilmore III		Director		March 19, 2009
/s/ Carol B. Hallett   Carol B. Hallett		Director		March 19, 2009
/s/ Frederick McCorkle   Frederick McCorkle		Director		March 19, 2009

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 Ernst & Young (filed herewith).
23.3		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 the Company’s Current Report on Form 8-K dated May 21, 2008.