As filed with the Securities and Exchange Commission on October 17, 2005

 

Registration No. 333-09673

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

POST EFFECTIVE AMENDMENT NO. 2 TO

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

HAWAIIAN HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

3375 Koapaka Street, Suite G-350
Honolulu, HI 96819

(Address of Principal Executive Offices including Zip Code)

 

Hawaiian Holdings, Inc. 1996 Stock Incentive Plan

(Full Title of the Plan)

 

Mark B. Dunkerley Chief Executive Officer Hawaiian Holdings, Inc. 3375 Koapaka Street, Suite G-350 Honolulu, HI 96819 (808) 835-3700

Copy to: Charles I. Weissman, Esq. Dechert LLP 30 Rockefeller Plaza New York, New York 10112 (212) 698-3500

(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

REMOVAL FROM REGISTRATION

 

On August 6, 1996, Hawaiian Airlines, Inc. (“Hawaiian”) filed a registration statement on Form S-8 (No. 333-09673) (the “Registration Statement”) for the purpose of registering 2,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), to be issued under the originally named Hawaiian Airlines, Inc. 1996 Stock Incentive Plan.  On September 10, 2002, Hawaiian Holdings, Inc. (the “Registrant”) filed Post-Effective Amendment No. 1 to the Registration Statement for the purpose of adopting the Registration Statement as the successor entity to Hawaiian as a result of a reorganization in which Hawaiian became a wholly-owned subsidiary of the Registrant.  Upon the filing of Post-Effective Amendment No. 1 to the Registration Statement, the Hawaiian Airlines, Inc. 1996 Stock Incentive Plan became known as the Hawaiian Holdings, Inc. 1996 Stock Incentive Plan.  The Registrant is filing this Post-Effective Amendment No. 2 to the Registration Statement to deregister 1,437,500 remaining unsold shares of Common Stock covered by such Registration Statement as of the date hereof.

 

The applicable registration fees were paid at the time of the original filing of the Registration Statement.

 

 

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 the requirements for filing this Post-Effective Amendment No. 2 to Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Honolulu, State of Hawaii, on October 13, 2005.

 

	HAWAIIAN HOLDINGS, INC.
	By:	/s/ RANDALL L. JENSON
	Name:		Randall L. Jenson
	Title:		Chief Financial Officer and Treasurer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

 

 

Signature		Title		Date
/s/ MARK B. DUNKERLEY		President and Chief Executive Officer and Director		October 13, 2005
Mark B. Dunkerley
/s/ RANDALL L. JENSON		Chief Financial Officer, Treasurer and Director		October 13, 2005
Randall L. Jenson
/s/ LAWRENCE S. HERSHFIELD		Director (Chairman of the Board)		October 13, 2005
Lawrence S. Hershfield
/s/ GREGORY S. ANDERSON		Director		October 13, 2005
Gregory S. Anderson
/s/ BERT T. KOBAYASHI, JR.		Director		October 13, 2005
Bert T. Kobayashi, Jr.
/s/ DONALD J. CARTY		Director		October 13, 2005
Donald J. Carty
/s/ THOMAS B. FARGO		Director		October 13, 2005
Thomas B. Fargo
/s/ ERIC C.W. NICOLAI		Director		October 13, 2005
Eric C.W. Nicolai