Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No.1)
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended September 30, 2010
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or
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from__________ to__________
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Commission File Number 001-31898
PINNACLE AIRLINES CORP.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation or organization)
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03-0376558
(I.R.S. Employer
Identification No.)
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1689 Nonconnah Blvd, Suite 111
Memphis, Tennessee
(Address of principal executive offices)
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38132
(Zip Code)
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901-348-4100
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes ¨
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No x
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Yes ¨
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No ¨
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Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer x
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Smaller reporting company ¨
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes ¨
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No x
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As of November 9, 2010, 18,572,519 shares of common stock were outstanding.
Explanatory Note
We are amending our Quarterly Report on Form 10-Q (the “Original Filing”) for the quarter ended September 30, 2010, which was filed with the Securities and Exchange Commission on November 10, 2010. This Amendment is being filed to amend Item 6 (“Exhibits”), specifically to clarify the provisions in Exhibits 10.79, 10.80, 10.81, 10.82, 10.83, 10.84, 10.85 and 10.86 for which confidential treatment is sought. The purpose of this Amendment is to respond to comments received from the Securities and Exchange Commission and to correct Exhibits 10.79, 10.80, 10.81, 10.82, 10.83, 10.84, 10.85 and 10.86 as originally filed.
This Amendment contains only the cover page, this Explanatory Note, the Signature Page and Exhibits 10.79, 10.80, 10.81, 10.82, 10.83, 10.84, 10.85 and 10.86. This Amendment does not modify or update other disclosures in the Original Filing, and, accordingly, it should be read in conjunction with the Original Filing.
Index of Exhibits
Certain portions of the exhibits described below have been omitted. The Company has filed and requested confidential treatment for non-public information with the Securities and Exchange Commission.
The following exhibits are filed as part of this Form 10-Q/A.
Exhibit
Number Description
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10.79*
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Second Amendment, dated August 20, 2010, to the Credit Agreement by and among Pinnacle Airlines, Inc., Colgan Air, Inc., C.I.T. Leasing Corporation, and CIT Bank, dated as of July 30, 2009
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10.80*
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Second Amended and Restated Airline Services Agreement dated July 1, 2010, by and among the Registrant, Pinnacle Airlines, Inc., Mesaba Aviation, Inc., and Delta Air Lines, Inc.
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10.81*
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First Amendment, dated July 1, 2010, to the Delta Connection Agreement by and among Delta Air Lines, Inc., the Registrant, and Pinnacle Airlines, Inc., dated as of April 27, 2007
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10.82*
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Delta Connection Agreement among Delta Air Lines, Inc., the Registrant, Pinnacle Airlines, Inc., and Mesaba Aviation, Inc. dated and effective as of July 1, 2010
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10.83*
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Saab 340 B+ Delta Connection Agreement among Delta Air Lines, Inc., the Registrant, and Mesaba Aviation, Inc. dated and effective as of July 1, 2010
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10.84*
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Stock Purchase Agreement, dated as of July 1, 2010, by and among Delta Air Lines, Inc., the Registrant, Mesaba Aviation, Inc., and Pinnacle Airlines, Inc.
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10.85*
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Promissory Note, dated as of July 1, 2010, issued by the Registrant, Pinnacle Airlines, Inc., and Mesaba Aviation, Inc. to Delta Air Lines, Inc.
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10.86*
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Security and Pledge Agreement, dated as of July 1, 2010, by and among the Registrant, Mesaba Aviation, Inc., and Delta Air Lines, Inc.
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31.1* Certification of Chief Executive Officer
31.2* Certification of Chief Financial Officer
32* Certifications of CEO and CFO
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Filed herewith
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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 thereunto duly authorized.
| PINNACLE AIRLINES CORP. | |
| By: | /s/ Donald J. Breeding |
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Donald J. Breeding
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Date: April 25, 2011
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President and Chief Executive Officer
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| By: | /s/ Peter D. Hunt |
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Peter D. Hunt
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Date: April 25, 2011
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Vice President and Chief Financial Officer
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