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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2007
 
MESA AIR GROUP, INC.
(Exact name of registrant as specified in its charter)
         
Nevada   000-15495   85-0302351
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
410 North 44th Street, Suite 100
Phoenix, Arizona, 85008

(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (602) 685-4000
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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-99.1


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Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     On November 20, 2007, Mesa Air Group, Inc. (the “Company”) announced that the Compensation Committee of its Board of Directors and the Board approved amendments to the employment agreements for its Chief Executive Officer, Jonathan G. Ornstein, its President and Chief Operating Officer, Michael J. Lotz, and its Senior Vice President and General Counsel, Brian S. Gillman.
     The amendments to the employment agreements for Messrs. Ornstein and Lotz consisted of extending the term of each agreement for an additional three years.
     Mr. Gillman’s employment agreement was similarly extended for an additional three years. He also received an increase in his base salary to $190,000 and is now entitled to an annual deferred compensation payment of $50,000, which will also be payable through the remaining term of his employment agreement in the event of a change in control of the Company.
Item 9.01 Financial Statements and Exhibits
     (c) Exhibits.
           
 
  Exhibit No.     Description  
 
99.1
    Press release, dated November 20, 2007  
 

 


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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.
         
  MESA AIR GROUP, INC.
 
 
Date: November 20, 2007  By:   /s/ BRIAN S. GILLMAN    
    Name:   Brian S. Gillman    
    Title:   Executive Vice President and General Counsel   
 

 

exv99w1
 

Exhibit 99.1
(MESA AIR GROUP LOGO)
     FOR IMMEDIATE RELEASE
             
FOR:
  Mesa Air Group, Inc.   CONTACT:   Brian Gillman
 
  410 N. 44th St.       602-685-4051
 
  Phoenix, AZ 85008        
Mesa Air Group, Inc. Announces Amendment to Senior Staff Employment Agreements
PHOENIX, November 20, 2007 /PRNewswire-FirstCall/ — Mesa Air Group, Inc. (Nasdaq: MESA) today announces that its Board of Directors approved certain amendments to the employment agreements for its Chief Executive Officer, Jonathan G. Ornstein, its President and Chief Operating Officer, Michael J. Lotz, and its Executive Vice President and General Counsel, Brian S. Gillman.
The amendments extend the terms of their respective employment agreements for an additional three years. Mr. Gillman also received an increase in his base salary and is now entitled to an annual deferred compensation payment, which will also be payable through the remaining term of his employment agreement in the event of a change in control of the Company.
Dan Altobello, the Lead Director of the Company’s Board of Directors, stated, “Ten years ago, when I joined the Board and Jonathan Ornstein and Mike Lotz joined Mesa, the Company had revenue of $423 million and had lost 54 million in the previous fiscal year. Since that time we have grown to over 1.4 billion in revenue, and since 9/11 earned operating profits on a pro-forma basis in 26 of 27 quarters, regained our partnership with United Airlines, formed a new partnership with Delta, added approximately 150 regional jets to our fleet, named Regional Airline of the Year in 2005 and provided unsurpassed job security and opportunity for our employees. All this was achieved during what has to have been the most difficult environment for airlines in history. The Board of Directors strongly believes that given the challenges the Company faces today it was important to demonstrate our support of management and to ensure the continuing services of Jonathan, Mike and Brian. We are similarly pleased that these members of our executive team have indicated their long term commitment to the Company by agreeing to extend the terms of their employment agreements for the additional three years.”
“I am thankful to have the opportunity to be part of the Mesa team for the past nine years. On behalf of Mike and Brian, I’d like to thank the Board for their support. I look forward to working with my Mesa co-workers in the coming years. While we face some significant challenges ahead — this is nothing new to Mesa. I am confident that by working together we will continue to be successful,” said Jonathan Ornstein.

 


 

Mesa currently operates 185 aircraft with over 1,100 daily system departures to 184 cities, 45 states, the District of Columbia, Canada, the Bahamas and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines and go!. In June 2006 Mesa launched inter-island Hawaiian service as go!. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 5,000 employees. Mesa is a member of the Regional Airline Association and Regional Aviation Partners.
This press release contains various forward-looking statements that are based on management’s beliefs, as well as assumptions made by and information currently available to management. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable; it can give no assurance that such expectations will prove to have been correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, projected or expected.