As filed with the Securities and Exchange Commission on October 1, 2009
Registration No. 333-140474
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
 
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FRONTIER AIRLINES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
20-4191157
(State of other jurisdiction of
incorporation or organization)
  
(I.R.S. Employee
Identification Number)
  ________________________
 
 
7001 Tower Road
Denver, Colorado 80249
(720) 374-4200
  
(Address of principal executive offices)
 
 
Employee Stock Ownership Plan
(Full title of plan)
 
Edward M. Christie, III
Senior Vice President and Chief Financial Officer
7001 Tower Road
Denver, Colorado 80249
(720) 374-4200
 
  
(Name and address, including  zip code, and telephone number, including area code, of agent for service)
________________________
 
Copy to:
Julia K. Cowles
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, California  94025
(650) 752-2000
 
Approximate date of commencement of proposed sale of the securities to the public:  Not applicable.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  o
Accelerated filer  o
Non-accelerated filer     o     (Do not check if a smaller reporting company)
Smaller reporting company  x


 
 
 
 
DEREGISTRATION OF SHARES
 
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, as amended (No. 333-140474) (the “Registration Statement”), which became effective on February 6, 2007, pertaining to the registration of 1,600,000 shares of the common stock of Frontier Airlines Holdings, Inc. (the “Company”) issuable under the Company’s Employee Stock Ownership Plan, is being filed to terminate the effectiveness of the Registration Statement and to deregister all unsold shares of common stock of the Company, the sale of which was registered under the Registration Statement, as of the effective date of this post-effective amendment.
 
 
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 of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on October 1, 2009.
 
FRONTIER AIRLINES HOLDINGS, INC.
  
       
       
       
By
/s/ Sean E. Menke
  
 
Name:
Sean E. Menke
  
 
Title:
President, Chief Executive Officer and Director
  

 

 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
     
/s/ Sean E. Menke
    
Sean E. Menke
President, Chief Executive Officer and Director  (Principal Executive Officer)
October 1, 2009
     
/s/ Edward M. Christie, III
    
   Edward M. Christie, III
Chief Financial Officer
(Principal Financial and Accounting Officer)
October 1, 2009
     
/s/ D. Dale Browning
    
D. Dale Browning
Director
October 1, 2009
     
/s/ Rita M. Cuddihy
    
Rita M. Cuddihy
Director
October 1, 2009
     
 
    
Paul S. Dempsey
Director
October 1, 2009
     
/s/ Patricia A. Engels
    
Patricia A. Engels
Director
October 1, 2009
     
/s/ B. LaRae Orullian
    
B. LaRae Orullian
Director
October 1, 2009
 
 
 
 
 
Signature
Title
Date
     
/s/ Jeff S. Potter
    
Jeff S. Potter
Director
October 1, 2009
     
/s/ Robert D. Taylor
    
Robert D. Taylor
Director
October 1, 2009
 
/s/ James B. Upchurch
    
James B. Upchurch
Director
October 1, 2009