<PAGE>
As filed with the Securities and Exchange Commission on September 2, 1997
Registration No. 333-18851
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THE SABRE GROUP HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2662240
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
4255 Amon Carter Boulevard
Fort Worth, Texas 76155
(Address of Principal Executive Offices)
THE SABRE GROUP HOLDINGS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of Plan)
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<TABLE>
<S> <C>
Michael J. Durham Copy to: Andrew B. Steinberg, Esq.
President and Chief Executive Officer Senior Vice President, General
The SABRE Group Holdings, Inc. Counsel and Corporate Secretary
4255 Amon Carter Boulevard The SABRE Group Holdings, Inc.
Fort Worth, Texas 76155 4255 Amon Carter Boulevard
(817) 931-7300 Fort Worth, Texas 76155
(Name and Address including Zip (817) 931-7300
Code, and Telephone Number, including
Area Code, of Agent for Service)
</TABLE>
<PAGE>
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
requirement 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 Fort Worth, State of Texas, on this 2nd day of
September, 1997.
THE SABRE GROUP HOLDINGS, INC.
By: /s/ Andrew B. Steinberg
-----------------------------------
Andrew B. Steinberg
Senior Vice President, General
Counsel and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
Signatures Title Date
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<S> <C> <C>
* Chairman of the Board of Directors September 2, 1997
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ROBERT L. CRANDALL
* President, Chief Executive September 2, 1997
- ----------------------- Officer and Director
MICHAEL J. DURHAM (Principal Executive Officer)
* Senior Vice President, Chief September 2, 1997
- ----------------------- Financial Officer and Treasurer
T. PATRICK KELLY (Principal Financial Officer
and Principal Accounting Officer)
* Director September 2, 1997
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GERARD J. ARPEY
* Director September 2, 1997
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ANNE H. MCNAMARA
* Director September 2, 1997
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EDWARD A. BRENNAN
* Director September 2, 1997
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PAUL C. ELY, JR.
* Director September 2, 1997
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DEE J. KELLY
* Director September 2, 1997
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GLENN W. MARSCHEL, JR.
</TABLE>
2
<PAGE>
* Director September 2, 1997
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BOB L. MARTIN
* Director September 2, 1997
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RICHARD L. THOMAS
*By: /s/ Andrew B. Steinberg
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Andrew B. Steinberg
Attorney-in-Fact
3
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description of Exhibit Numbered Page
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4.1 The SABRE Group Holdings, Inc. Employee
Stock Purchase Plan 5
*5.1 Opinion of Andrew B. Steinberg, Senior
Vice President, General Counsel and
Corporate Secretary of the Registrant
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Andrew B. Steinberg (included
in Exhibit 5.1)
*24.1 Powers of Attorney
24.2 Powers of Attorney of Paul C. Ely, Jr.
and Bob L. Martin 11
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* Previously filed
4
<PAGE>
EXHIBIT 4.1
THE SABRE GROUP HOLDINGS, INC.
EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, the Board of Directors of The SABRE Group Holdings, Inc. ("TSGH")
established the Employee Stock Purchase Plan dated December 27, 1996 as a plan
for the employees of The SABRE Group, Inc. and certain of its Subsidiaries to
purchase at a discount under the requirements of Section 423 of the Internal
Revenue Code shares of Class A Common Stock, $.01 par value.
WHEREAS, the Board of Directors of TSGH hereby amends, supercedes, replaces
and restates in its entirety the Plan dated December 27, 1996 with this Employee
Stock Purchase Plan.
NOW, THEREFORE, effective as of January 1, 1997, the TSGH Board of
Directors adopts and establishes this Employee Stock Purchase Plan.
ARTICLE I
INTRODUCTION
1.1 PURPOSE OF PLAN. The purpose of the Plan is to provide employees of
The SABRE Group, Inc., a Delaware Corporation ("TSG"), and certain of its
Subsidiaries (collectively, the "Company") with an incentive for individual
creativity and contribution to ensure the future growth of the Company by
enabling such employees to acquire shares of Class A Common Stock, $.01 par
value per share of TSGH (the "TSGH Stock"), in the manner contemplated by the
Plan. Rights to purchase TSGH Stock offered pursuant to the Plan are a matter of
separate inducement and not in lieu of any salary or other compensation for the
services of any employee. The Plan is intended to qualify as an employee stock
purchase plan within the meaning of Section 423 of the Internal Revenue Code of
1986, as amended (the "Code").
1.2 SHARES RESERVED FOR THE PLAN. There shall be reserved for issuance
and purchase by Eligible Employees under the Plan an aggregate of one million
(1,000,000) shares of TSGH Stock. TSGH Stock subject to the Plan may be shares
now or hereafter authorized but unissued, or shares that were once issued and
subsequently reacquired by TSGH. If and to the extent that any right to purchase
reserved shares shall not be exercised by any Eligible Employee for any reason
or if such right to purchase shall terminate as provided herein, shares that
have not been so purchased hereunder shall again become available for the
purposes of the Plan unless the Plan shall have been terminated, but such
unpurchased shares shall not be deemed to increase the aggregate number of
shares specified above to be reserved for purposes of the Plan (subject to
adjustment as provided in Section 4.6).
ARTICLE II
DEFINITIONS
2.1 "Account" means a Plan account.
2.2 "Code" means the Internal Revenue Code of 1986, as amended.
<PAGE>
2.3 "Committee" means the Compensation/Nominating Committee of the Board
of Directors of TSGH.
2.4 "Company" means collectively TSGH, TSG, and every Subsidiary.
2.5 "Current Eligible Compensation" means for any pay period the gross
amount of Eligible Compensation with respect to which net amounts are actually
paid in such pay period.
2.6 "Eligible Compensation" means for any Eligible Employee his or her
base pay.
2.7 "Eligible Employee" means those individuals described in Sections 3.1
and 3.2.
2.8 "Fair Market Value" means the mean of the high and low sales prices of
a share of TSGH Stock on the New York Stock Exchange on the date in question or,
if TSGH Stock shall not have been traded on such exchange on such date, the mean
of the high and low sales prices on such exchange on the first day prior thereto
on which TSGH Stock was so traded or such other amount as may be determined by
the Committee by any fair and reasonable means.
2.9 "Investment Date" means the last business day of each month during the
period the Plan is in existence.
2.10 "Participating Employee" means an Eligible Employee (i) for whom
payroll deductions are currently being made or (ii) for whom payroll deductions
are not currently being made because he or she has reached the limitation set
forth in Section 3.5.
2.11 "Plan" means this The SABRE Group Holdings, Inc. Employee Stock
Purchase Plan.
2.12 "Plan Entry Date" means the first day of each month.
2.13 "Plan Year" means the calendar year.
2.14 "Subsidiary" means TSG and any corporation accepted by the Committee
for participation into this Plan in which TSGH or a subsidiary owns not less
than 50% of the total combined voting power of all classes of stock.
2.15 "TSG" means The SABRE Group, Inc., a Delaware corporation.
2.16 "TSGH" means The SABRE Group Holdings, Inc., a Delaware corporation.
2.17 "TSGH Stock" means the Class A Common Stock, $.01 par value, of TSGH.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY. All employees of TSGH and each Subsidiary designated by
the Board of Directors shall be eligible to participate in the Plan, provided
that such employee:
<PAGE>
(a) is not in a group of key employees that, pursuant to
Section 423(b)(4)(D) of the Code, the Committee determines to be
ineligible to participate in the Plan; and
(b) does not own, immediately after the right is granted,
stock possessing five percent (5%) or more of the total combined voting
power or value of all classes of capital stock of TSGH, TSG, or of a
Subsidiary.
In determining stock ownership under this Section 3.1, the rules of Section
424(d) of the Code shall apply and TSGH Stock that the employee may purchase
under outstanding options shall be treated as TSGH Stock owned by the employee.
3.2 CESSATION OF ELIGIBILITY. An individual's status as an Eligible
Employee will cease on the earliest to occur of the following events: (a) the
individual's termination of employment from the Company; (b) the individual's
death; or (c) the date the individual ceases to satisfy any of the eligibility
criteria of Section 3.1 of the Plan.
3.3 ELECTION TO PARTICIPATE. Each Eligible Employee may elect to
participate in the Plan by completing and providing to TSG an enrollment
application. The enrollment will be effective as of the first Plan Entry Date
subsequent thereto. Each Eligible Employee may elect a payroll deduction of
either one percent (1%) or two percent (2%) of such Eligible Employee's Current
Eligible Compensation. Elections under this Section 3.3 are subject to the
limitations contained in Section 3.5. All payroll deductions shall be credited
as promptly as practicable to an Account in the name of the Participating
Employee and may be used by TSGH until so credited for any corporate purpose.
Unless he or she elects otherwise during the month, an Eligible Employee who is
a Participating Employee will be deemed (i) to have elected to participate in
the Plan, and (ii) to have authorized payroll deductions as in effect for such
Eligible Employee on the day before the Plan Entry Date. Once an election of a
payroll deduction has been made, the Participating Employee may not change that
election until the next Plan Entry Date except as provided in Section 3.4.
3.4 CESSATION OF PARTICIPATION. A Participating Employee may at any time
cease participation in the Plan by filing with the Committee or its designee a
form specified by the Committee or its designee. The cessation will be effective
as soon as practicable, whereupon no further payroll deductions will be made,
and any payroll deductions made on the Participating Employee's behalf during
the month of cessation shall be invested in TSGH stock pursuant to the Plan on
the next following Investment Date. Any Participating Employee who ceases being
a Participating Employee may elect to participate before the next or any
subsequent Plan Entry Date, if he or she is then an Eligible Employee. A
Participating Employee ceases being a Participating Employee if he or she ceases
being an Eligible Employee.
3.5 DOLLAR AMOUNT LIMIT ON PARTICIPATION. No right to purchase shares
under this Plan shall permit an employee to purchase TSGH stock under all
employee stock purchase plans (as defined in Section 423 of the Code) of the
Company or any parent or Subsidiary of the Company, which in the aggregate
exceeds $25,000 of Fair Market Value of such stock (determined at the time the
right is granted, which, in the case of this Plan, is each Plan Entry Date) for
each calendar year in which the right is outstanding at any time. Subject to the
foregoing, no Participating Employee shall be allowed to purchase more than 600
shares of TSGH Stock on any Investment Date.
<PAGE>
ARTICLE IV
PURCHASE OF TSGH STOCK AND ACCOUNTS
4.1 PURCHASE PRICE. The purchase price for each share of TSGH Stock shall
be eighty-five percent (85%) of the lower of the Fair Market Value of such a
share on the first business day of a month in which shares are purchased and the
Fair Market Value of such a share on the last business day of any such month.
4.2 METHOD OF PURCHASE AND INVESTMENT ACCOUNTS. As of each Investment
Date, each Participating Employee shall be deemed without further action, to
have purchased, the number of whole and fractional shares of TSGH Stock
determined by dividing the amount of his or her payroll deductions not
theretofore invested by the purchase price as determined in Section 4.1. Records
of such shares shall be maintained in separate Accounts for each Participating
Employee. All cash dividends paid with respect to such shares shall be credited
to each Participating Employee's Account and will automatically be reinvested in
whole or fractional shares of TSGH Stock, unless the Participating Employee
elects not to have such dividends reinvested.
4.3 TITLE OF ACCOUNTS. Each Account may be in the name of the
Participating Employee or, if he or she so indicates on the appropriate form, in
his or her name jointly with another person, with right of survivorship. A
Participating Employee who is a resident of a jurisdiction that does not
recognize such a joint tenancy may have an Account in his or her name as tenant
in common with another person, with right of survivorship.
4.4 RIGHTS AS A STOCKHOLDER. At the time funds from a Participating
Employee's payroll deduction are used to purchase TSGH Stock, he or she shall
have all of the rights and privileges of a stockholder of TSGH with respect to
whole shares purchased under the Plan whether or not certificates representing
full shares have been issued. A Participating Employee shall not have any of the
rights and privileges of a stockholder of TSGH with respect to fractional shares
purchased under the Plan.
4.5 RIGHTS NOT TRANSFERABLE. Rights granted under the Plan are not
transferable by a Participating Employee and are exercisable during his or her
lifetime only by him or her.
4.6 ADJUSTMENT IN THE CASE OF CHANGES AFFECTING TSGH STOCK. In the event
of a subdivision of outstanding shares of TSGH Stock, or the payment of a stock
dividend thereon, the number of shares reserved or authorized to be reserved
under this Plan shall be increased proportionately, and such other adjustment
shall be made as may be deemed necessary or equitable by the Board of Directors.
In the event of any other change affecting TSGH Stock, such adjustment shall be
made as deemed equitable by the Board of Directors to give proper effect to such
event, subject to the limitations of Section 424 of the Code.
ARTICLE V
AMENDMENT AND TERMINATION OF THE PLAN
5.1 AMENDMENT OF THE PLAN. The Board of Directors, or its designate, may
at any time, or from time to time, amend the Plan in any respect; provided,
however, that the Plan may not be amended in any way that will cause rights
issued under it to fail to meet the requirements for employee stock purchase
plans as defined in Section 423 of the Code, including stockholder approval if
required.
<PAGE>
5.2 TERMINATION OF THE PLAN. The Plan and all rights of employees
hereunder shall terminate: (a) on the Investment Date that Participating
Employees become entitled to purchase a number of shares greater than the number
of reserved shares remaining available for purchase; or (b) at any time, at the
discretion of the Board of Directors. If the Plan terminates under circumstances
described in (a) above, reserved shares remaining as of the termination date
shall be sold to Participating Employees pro rata based on the balances in the
payroll deduction accounts. Any payroll deductions remaining after termination
of the Plan and after the purchase of shares as described in the preceding
sentence shall be refunded to the Participating Employees making such payroll
deductions.
ARTICLE VI
MISCELLANEOUS
6.1 ADMINISTRATION OF THE PLAN. The Plan shall be administered, at the
expense of TSGH, by the Committee. The Committee may request advice or
assistance or employ such other persons as are necessary for proper
administration of the Plan. Subject to the express provisions of the Plan, the
Committee shall have authority to interpret the Plan, to prescribe, amend, and
rescind rules and regulations relating to it, and to make all other
determinations necessary or advisable in administering the Plan, all of which
determinations shall be final and binding upon all persons.
6.2 GOVERNMENTAL REGULATIONS. The Plan, and the grant and exercise of the
rights to purchase shares hereunder, and TSGH's obligations to sell and deliver
shares upon exercise of rights to purchase shares shall be subject to all
applicable Federal, state and foreign laws, rules and regulations, and to such
approvals by any regulatory or governmental agency as may in the opinion of
counsel for TSGH be required.
6.3 INDEMNIFICATION OF COMMITTEE. Service on the Committee shall
constitute service as a Director of TSGH so that members of the Committee shall
be entitled to indemnification and reimbursement as Directors of TSGH pursuant
to its Certificate of Incorporation, By-Laws, or resolutions of its Board of
Directors or stockholders.
6.4 THIRD PARTY BENEFICIARIES. None of the provisions of the Plan shall
be for the benefit of or enforceable by any creditor of a Participating
Employee. A Participating Employee may not create a lien on any portion of the
cash balance accumulated in such Participating Employee's payroll deduction
account or on any shares covered by a right to purchase before a stock
certificate for such shares is issued for such Participating Employee's benefit.
6.5 GENERAL PROVISIONS. The Plan shall neither impose any obligation on
TSG or on any Subsidiary to continue the employment of any Eligible Employee,
nor impose any obligation on any Eligible Employee to remain in the employ of
TSG or of any Subsidiary. For purposes of the Plan, an employment relationship
shall be deemed to exist between an individual and a corporation if, at the time
of the determination, the individual was an "employee" of such corporation
within the meaning of Section 423(a)(2) of the Code and the regulations and
rulings interpreting such section. For purposes of the Plan, the transfer of an
employee from employment with TSG to employment with a Subsidiary, or vice
versa, shall not be deemed a termination of employment of the employee. Subject
to the specific terms of the Plan, all employees granted rights to purchase
shares hereunder shall have the same rights and privileges.
<PAGE>
By Order of the Board of Directors,
/s/ Andrew B. Steinberg
-----------------------------------------
Andrew B. Steinberg
SENIOR VICE PRESIDENT, GENERAL COUNSEL
AND CORPORATE SECRETARY
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
The undersigned, a director of The SABRE Group Holdings, Inc., a
Delaware corporation (the "Corporation"), does hereby constitute and appoint
Michael J. Durham, T. Patrick Kelly and Andrew B. Steinberg, and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution, to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities Act
of 1933, as amended (the "Securities Act"), Class A Common Stock of the
Corporation to be offered pursuant to The SABRE Group, Inc. Employee Stock
Purchase Plan, as it may from time to time be amended; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration Statements;
and any and all other documents and instruments in connection with the
issuance of such Class A Common Stock which such attorneys-in-fact and
agents, or any one of them, deem necessary or advisable to enable the
Corporation to comply with (A) the Securities Act, the Securities Exchange
Act of 1934, as amended, and the other federal securities laws of the United
States of America and the rules, regulations and requirements of the SEC in
respect of any thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America and (C) the
securities or similar applicable laws of Canada, Mexico and any other foreign
jurisdiction; and the undersigned does hereby ratify and confirm as his own
acts and deeds all that such attorneys-in-fact and agents, and each of them,
shall do or cause to be done by virtue hereof. Each one of such
attorneys-in-fact and agents shall have, and may exercise, all of the powers
hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 2nd day of September, 1997.
/s/ Paul C. Ely, Jr.
------------------------
Paul C. Ely, Jr.
<PAGE>
POWER OF ATTORNEY
The undersigned, a director of The SABRE Group Holdings, Inc., a
Delaware corporation (the "Corporation"), does hereby constitute and appoint
Michael J. Durham, T. Patrick Kelly and Andrew B. Steinberg, and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution, to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements of the Corporation on an
appropriate form proposed to be filed with the Securities and Exchange
Commission ("SEC") for the purpose of registering under the Securities Act
of 1933, as amended (the "Securities Act"), Class A Common Stock of the
Corporation to be offered pursuant to The SABRE Group, Inc. Employee Stock
Purchase Plan, as it may from time to time be amended; and
(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration Statements;
and any and all other documents and instruments in connection with the
issuance of such Class A Common Stock which such attorneys-in-fact and
agents, or any one of them, deem necessary or advisable to enable the
Corporation to comply with (A) the Securities Act, the Securities Exchange
Act of 1934, as amended, and the other federal securities laws of the United
States of America and the rules, regulations and requirements of the SEC in
respect of any thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America and (C) the
securities or similar applicable laws of Canada, Mexico and any other foreign
jurisdiction; and the undersigned does hereby ratify and confirm as his own
acts and deeds all that such attorneys-in-fact and agents, and each of them,
shall do or cause to be done by virtue hereof. Each one of such
attorneys-in-fact and agents shall have, and may exercise, all of the powers
hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power
of attorney this 2nd day of September, 1997.
/s/ Bob L. Martin
-----------------------
Bob L. Martin
