Frontier Airlines 2006 Annual Report Download - page 41

The stock markets in general have experienced substantial volatility that has often been unrelated to the operating
performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.
In the past, stockholders have sometimes instituted securities class action litigation against companies following periods of
volatility in the market price of their securities. Any similar litigation against us could result in substantial costs, divert management's
attention and resources and harm our business.
Future sales of our common stock by our stockholders could depress the price of our common stock.
Sales of a large number of shares of our common stock or the availability of a large number of shares for sale could adversely affect
the market price of our common stock and could impair our ability to raise funds in additional stock offerings.
Our incorporation documents and Delaware law have provisions that could delay or prevent a change in control of our
company, which could negatively affect your investment.
In addition to the fact that Wexford Capital, through its affiliates owns approximately 16% of our common stock, our
certificate of incorporation and bylaws and Delaware law contain provisions that could delay or prevent a change in control of our
company that stockholders may consider favorable. Certain of these provisions:
• authorize the issuance of up to 5,000,000 shares of preferred stock that can be created and issued by our board of directors
without prior stockholder approval, commonly referred to as "blank check" preferred stock, with rights senior to those of our
common stock;
• limit the persons who can call special stockholder meetings;
• provide that a supermajority vote of our stockholders is required to amend our certificate of incorporation or bylaws; and
• establish advance notice requirements to nominate directors for election to our board of directors or to propose matters that
can be acted on by stockholders at stockholder meetings.
These and other provisions in our incorporation documents and Delaware law could allow our board of directors to affect
your rights as a stockholder by making it more difficult for stockholders to replace board members. Because our board of directors is
responsible for appointing members of our management team, these provisions could in turn affect any attempt to replace the current
management team. In addition, these provisions could deprive our stockholders of opportunities to realize a premium on the shares of
common stock owned by them.
Our charter documents include provisions limiting voting by foreign owners.
Our certificate of incorporation provides that shares of capital stock may not be voted by or at the direction of persons who
are not citizens of the United States if the number of such shares would exceed applicable foreign ownership restrictions. U.S. law
currently requires that no more than 25% of the voting stock of our company or any other domestic airline may be owned directly or
indirectly by persons who are not citizens of the United States.
Additional Information
The Company files annual, quarterly and current reports and other information with the Securities and Exchange Commission
(the "SEC" or the "Commission"). These materials can be inspected and copied at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of these materials may also be obtained by mail at prescribed rates from the SEC's
Public Reference Room at the above address. Information about the Public Reference Room can be obtained by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. The address of the SEC's Internet site is www.sec.gov.
On our website, rjet.com/Investment.asp, we provide free of charge our Annual Report on Form 10K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K as soon as reasonably practicable after they have been electronically filed or furnished
to the Securities and Exchange Commission. The code of ethics, adopted by our Board of Directors, which applies to all our
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠