As filed with the Securities and Exchange Commission on
April 27, 2007
Registration
No. 333-142155
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
PRE-EFFECTIVE AMENDMENT
NO. 1
TO
Form S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Atlas Air Worldwide Holdings,
Inc.
(Exact name of registrant as
specified in its charter)
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Delaware
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4522
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13-4146982
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(State or other jurisdiction
of incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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2000 Westchester Avenue
Purchase, New York 10577
(914) 701-8000
(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)
Adam R. Kokas, Esq.
Senior Vice President, General Counsel &
Secretary
Atlas Air Worldwide Holdings, Inc.
2000 Westchester Avenue
Purchase, New York 10577
Telephone:
(914) 701-8000
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies of all communications, including communications
sent to agent for service, should be sent to:
David A. Fine, Esq.
Ropes & Gray LLP
One International Place
Boston, MA 02110-2624
Telephone: (617) 951 7473
Approximate date of commencement of proposed sale to the
public: From time to time after this Registration
Statement becomes effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box: o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following box: þ
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration number of the
earlier effective registration statement for the same
offering. o
If this form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Securities and
Exchange Commission pursuant to Rule 462(e) under the
Securities Act, check the following
box: o
If this form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following box: o
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Title of Each Class of
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Amount to
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Offering Price
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Aggregate Offering
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Registration
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Securities to be Registered
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be Registered
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Per Share(2)
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Price(2)
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Fee(3)
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Common stock, par value
$0.01 per share
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7,939,690
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$55.89
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$443,749,274.10
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$13,623.10
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(1)
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Pursuant to Rule 416 under the
Securities Act of 1933, as amended, the number of shares of the
registrants common stock registered hereunder shall
include an indeterminable number of shares of its common stock
that may be issued in connection with a stock split, stock
dividend, recapitalization or similar event.
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(2)
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Estimated solely for the purpose of
determining the registration fee in accordance with
Rule 457(c) under the Securities Act, based upon the
average of the high and low price per share of the
Registrants common stock as reported on The NASDAQ Global
Select Market on April 11, 2007.
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The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act or until this registration statement shall
become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may
determine.