Spirit Airlines 2012 Annual Report Download - page 28

The value of our common stock may be adversely affected by additional issuances of common stock or preferred stock by us or sales by our principal stockholders.
Any future issuances or sales of our common stock by us will be dilutive to our existing common stockholders. Indigo (and its affiliates) hold approximately 12.1
million shares of our common stock or 16.6% of our common stock outstanding as of February 11, 2013, and are entitled to rights with respect to registration of such shares
under the Securities Act. Sales of substantial amounts of our common stock in the public or private market, a perception in the market that such sales could occur, or the
issuance of securities exercisable or convertible into our common stock, could adversely affect the prevailing price of our common stock.
Our corporate charter and bylaws include provisions limiting voting by non-U.S. citizens and specifying an exclusive forum for stockholder disputes.
To comply with restrictions imposed by federal law on foreign ownership of U.S. airlines, our amended and restated certificate of incorporation and amended and
restated bylaws restrict voting of shares of our common stock by non-U.S. citizens. The restrictions imposed by federal law currently require that no more than 25% of our
stock be voted, directly or indirectly, by persons who are not U.S. citizens, and that our president and at least two-thirds of the members of our board of directors and senior
management be U.S. citizens. Our amended and restated bylaws provide that the failure of non-U.S. citizens to register their shares on a separate stock record, which we
refer to as the “foreign stock record,” would result in a suspension of their voting rights in the event that the aggregate foreign ownership of the outstanding common stock
exceeds the foreign ownership restrictions imposed by federal law.
Our amended and restated bylaws further provide that no shares of our common stock will be registered on the foreign stock record if the amount so registered would
exceed the foreign ownership restrictions imposed by federal law. If it is determined that the amount registered in the foreign stock record exceeds the foreign ownership
restrictions imposed by federal law, shares will be removed from the foreign stock record in reverse chronological order based on the date of registration therein, until the
number of shares registered therein does not exceed the foreign ownership restrictions imposed by federal law. We are currently in compliance with these ownership
restrictions.
As of February 11, 2013, based on our foreign stock registry, non-U.S. citizens own, in the aggregate, 14.8 million shares of common stock (approximately 20.4% of
our common stock outstanding). As of February 11, 2013, there are no shares of non-voting common stock outstanding. When shares of non-voting common stock are
outstanding, the holders of such stock may convert such shares, on a share-for-share basis, in the order reflected on our foreign stock record as shares of common stock are
sold or otherwise transferred by non-U.S. citizens to U.S. citizens
.
Our amended and restated certificate of incorporation also specifies that the Court of Chancery of the State of Delaware shall be the exclusive forum for substantially
all disputes between us and our stockholders.
We do not intend to pay cash dividends for the foreseeable future.
We have never declared or paid cash dividends on our common stock. We currently intend to retain our future earnings, if any, to finance the further development and
expansion of our business and do not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board
of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in current or future financing instruments, business
prospects and such other factors as our board of directors deems relevant.
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special meetings of our stockholders can be called only by the Chairman of the Board or by our corporate secretary at the direction of our board of directors;
• advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors and propose matters to be brought before
an annual meeting of our stockholders may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of
directors or otherwise attempting to obtain control of our company; and
• our board of directors may, without stockholder approval, issue series of preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or
impair the voting power of, holders of our common stock or could also be used as a method of discouraging, delaying or preventing a change of control.