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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)
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Nevada
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000-15495
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85-0302351 |
(State or other jurisdiction
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
410 North 44th Street, Suite 100
Phoenix, Arizona, 85008
(Address of Principal Executive Offices)
(Zip Code)
Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
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Item 5.02 |
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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. Gillmans 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.
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Exhibit No. |
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Description |
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99.1
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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.
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MESA AIR GROUP, INC.
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Date: November 20, 2007 |
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/s/ BRIAN S. GILLMAN
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Name: |
Brian S. Gillman |
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Title: |
Executive Vice President and General Counsel |
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exv99w1
Exhibit 99.1
FOR IMMEDIATE RELEASE
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FOR:
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Mesa Air Group, Inc.
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CONTACT:
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Brian Gillman |
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410 N. 44th St.
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602-685-4051 |
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Phoenix, AZ 85008 |
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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 Companys 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, Id 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 managements
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.