JetBlue Airlines 2010 Annual Report Download - page 71

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Note 5—Stockholders’ Equity
In May 2010, at our annual meeting of stockholders, shareholders approved an amendment to our
Amended and Restated Certificate of Incorporation to increase the Company’s authorized capital from
500 million common shares to 900 million common shares. Our authorized shares of capital stock also consist
of 25 million shares of preferred stock. The holders of our common stock are entitled to one vote per share on
all matters which require a vote by the Company’s stockholders as set forth in our Amended and Restated
Certificate of Incorporation and Bylaws.
On June 9, 2009, in conjunction with the public offering of the 6.75% Debentures described in Note 2,
we also completed a public offering of 26,450,000 shares of our common stock at a price of $4.25 per share,
raising net proceeds of approximately $109 million, after deducting discounts and commissions paid to the
underwriters and other expenses incurred in connection with the offering. Approximately 15.6% of this
offering was reserved for and purchased by Deutsche Lufthansa AG, to allow them to maintain their pre-
offering ownership percentage.
Pursuant to our amended Stockholder Rights Agreement, which became effective in February 2002, each
share of common stock has attached to it a right and, until the rights expire or are redeemed, each new share
of common stock issued by the Company will include one right. Upon the occurrence of certain events
described below, each right entitles the holder to purchase one one-thousandth of a share of Series A
participating preferred stock at an exercise price of $35.55, subject to further adjustment. The rights become
exercisable only after any person or group acquires beneficial ownership of 15% or more (25% or more in the
case of certain specified stockholders) of the Company’s outstanding common stock or commences a tender or
exchange offer that would result in such person or group acquiring beneficial ownership of 15% or more (25%
or more in the case of certain stockholders) of the Company’s common stock. If after the rights become
exercisable, the Company is involved in a merger or other business combination or sells more than 50% of its
assets or earning power, each right will entitle its holder (other than the acquiring person or group) to receive
common stock of the acquiring company having a market value of twice the exercise price of the rights. The
rights expire on April 17, 2012 and may be redeemed by the Company at a price of $.01 per right prior to the
time they become exercisable.
As of December 31, 2010, we had a total of 186.9 million shares of our common stock reserved for
issuance related to our CSPP, our 2002 Plan, our convertible debt, and our share lending facility. As of
December 31, 2010, we had a total of 27.6 million shares of treasury stock, almost all of which resulted from
the return of borrowed shares under our share lending agreement. Refer to Note 2 for further details on the
share lending agreement and Note 7 for further details on our share-based compensation.
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