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Share Name | Share Symbol | Market | Type |
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Northwest Airline | NYSE:NWA | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
As filed with the Securities and Exchange Commission on November 21, 2008.
Registration No. 333-143384
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
NORTHWEST AIRLINES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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41-1905580 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
2700 Lone Oak Parkway
Eagan, Minnesota 55121-1534
(612) 726-2111
(Address of Principal Executive Offices,
including Zip Code)
NORTHWEST AIRLINES CORPORATION 2007 STOCK INCENTIVE PLAN
(Full title of the plan)
Richard B. Hirst, Esq.
Senior Vice President & General Counsel
Delta Air Lines, Inc.
P.O Box 20706
Atlanta, Georgia 30320-6001
(Name and address of agent for service)
(404) 715-2191
(Telephone number, including area code, of agent for service)
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. (Check one):
Large accelerated filer x |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company o |
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(Do not check if a smaller |
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reporting company) |
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the Registration Statement 333-143384 registering 21,333,248 shares of Common Stock, par value $0.01 per share (the Common Stock) of Northwest Airlines Corporation (the Company) for the Northwest Airlines Corporation 2007 Stock Incentive Plan.
On October 29, 2008, pursuant to the Agreement and Plan of Merger dated as of April 14, 2008 (the Agreement), among the Company, Delta Air Lines, Inc. (Delta), and Nautilus Merger Corporation (Merger Sub), Merger Sub merged with and into the Company, with the Company surviving the merger as a subsidiary of Delta. Pursuant to the terms of the Agreement, at the effective time of the merger, each share of Common Stock (other than any shares held in the treasury of the Company) issued and outstanding (including those shares issuable pursuant to the Companys plan of reorganization under Chapter 11) immediately prior to the effective time of the merger, subject to certain exceptions, was converted into the right to receive 1.25 shares of Delta common stock.
As a result of the merger, the Company has terminated the offering of the Companys securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statement.
2
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on November 21, 2008.
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Northwest Airlines Corporation |
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By: |
/s/ Edward H. Bastian |
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Name: Edward H. Bastian |
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Title: President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on November 21, 2008 by the following persons in the capacities indicated.
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Title |
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/s/ Edward H. Bastian |
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President, Chief Operating Officer and Director (Principal Executive Officer) |
Edward H. Bastian |
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/s/ Richard B. Hirst |
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Director |
Richard B. Hirst |
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/s/ Paul A. Jacobson |
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Director |
Paul A. Jacobson |
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1 Year Northwest Airline Chart |
1 Month Northwest Airline Chart |
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