UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 4, 2004

 

JETBLUE AIRWAYS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-49728

 

87-0617894

(State of Other Jurisdiction of
Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

118-29 Queens Boulevard, Forest Hills, New York  11375

(Address of principal executive offices)                     (Zip Code)

 

(718) 709-3026

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 3.03 Material Modification to Rights of Security Holders

 

On October 4, 2004, JetBlue Airways Corporation (the “Company”) entered into an amendment to its existing Amended and Restated Registration Rights Agreement dated August 10, 2000, as amended by Amendment No. 1 dated as of June 30, 2003, and as further amended by Amendment No. 2 dated as of October 6, 2003, by and among the Company and certain of its stockholders party to the agreement, pursuant to which the requisite stockholders party to the agreement waived (i) their demand registration rights in connection with the Company’s Registration Statement on Form S-3 to be filed in or about October 2004 relating to shares of Common Stock, shares of Preferred Stock, Debt Securities and Pass Through Certificates of the Company, or in any amendments (including post-effective amendments) or supplements thereto, and (ii) their rights to receive any notice, communications or other information with respect thereto. The foregoing description of this agreement does not purport to be complete and is qualified in its entirety by reference to the agreement, which has been filed as an exhibit as provided below in this report.

 

Item 9.01 Financial Statements and Exhibits

 

See the Exhibit Index below for a list of the exhibits filed or incorporated by reference as part of this report.

 

2

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

JETBLUE AIRWAYS CORPORATION

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

Date: October 8, 2004

By:

/s/ HOLLY NELSON

 

 

 

Vice President and Controller
(principal accounting officer)

 

 

3

 

EXHIBIT INDEX

 

Exhibit
Number

 

Exhibit

 

 

 

4.1

 

Amendment No. 3, dated as of October 4, 2004, to Amended and Restated Registration Rights Agreement, dated as of August 10, 2000, as amended July 2,2003 and October 6, 2003, by and among JetBlue Airways Corporation and the Stockholders named therein, incorporated by reference from Exhibit 4.10 to the Company’s Registration Statement on Form S-3 (File No. 333-119549).

 

4