<PAGE>1
As filed with the Securities and Exchange Commission on July 6, 2000.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SABRE HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 4255 AMON CARTER BOULEVARD 75-2662240
(State or FORT WORTH, TEXAS 76155 (I.R.S.
Other Tel. (817) 963-6400 Employer
Jurisdiction (Address of Principal Identification
of Incorporation Executive Offices Including No.)
or Organization) Zip Code)
SABRE HOLDINGS CORPORATION EMPLOYEE STOCK PURCHASE PLAN
SABRE HOLDINGS CORPORATION 2000 STOCK OPTION PLAN
(Full Title of the Plan)
JEFFERY M. JACKSON
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
SABRE HOLDINGS CORPORATION
4255 AMON CARTER BOULEVARD
FORT WORTH, TEXAS 76155
(817) 963-6400
(Name, Address and Telephone Number, Including Area Code, of
Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF AMOUNT TO BE MAXIMUM MAXIMUM AMOUNT OF
SECURITIES REGISTERED OFFERING AGGREGATE REGISTRATION
TO BE (1) (2) PRICE OFFERING FEE
REGISTERED PER UNIT(2) PRICE (2) (2)
<S> <C> <C> <C> <C>
Class A
Common Stock,
par value $.01
per share 9,000,000 $26.88 $241,920,000 $63,867
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended (the "Securities Act") this Registration
Statement on Form S-8 (this "Registration Statement") also covers
an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plans described in this
Registration Statement.
(1)Pursuant to Rule 416(a), this Registration Statement shall
also cover any additional shares of Class A Common Stock which become
issuable under the Sabre Holdings Corporation Employee Stock
Purchase Plan, and the Sabre Holdings Corporation 2000 Stock
Option Plan (collectively, the "Plans") by reason of any
stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of
consideration which results in an increase in the number of
the outstanding shares of Sabre Holdings Corporation Class A
Common Stock.
(2)Estimated solely for the purpose of calculating the
registration fee pursuant to Rules 457(c) and 457(h) of the
Securities Act of 1933, as amended, and based upon the
average of the high and low prices of the Class A Common
Stock as reported on the New York Stock Exchange on June 29,
2000.
<PAGE> 2
INTRODUCTION
This Registration Statement on Form S-8 is filed by Sabre
Holdings Corporation, a Delaware corporation (the "Company"),
relating to 9,000,000 Shares of Class A Common Stock, par value
$.01 per share (the "Shares"), to be made available pursuant to
the terms of the Sabre Holdings Corporation Employee Stock
Purchase Plan, and the Sabre Holdings Corporation 2000 Stock
Option Plan (collectively, the "Plans").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement
pursuant to Note to Part 1 of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
Not filed as part of this Registration Statement
pursuant to Note to Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been
filed by the Company with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference into
this Registration Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999.
(b) All reports filed by the Company with the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act
of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report on Form
10-K referred to in (a) above.
(c) The description of the Shares contained in the
Registrant's Registration Statement on Form 8-A, as
filed with the Commission on September 16, 1996, which
incorporated by reference the section titled
"Description of Capital Stock" contained in the
Prospectus filed as part of the Registrant's
Registration Statement on Form S-1 (Registration No.
333-09747).
All reports and other documents that the Company
subsequently files with the Commission pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment indicating that the Company
has sold all of the securities offered under this Registration
Statement or that deregisters the distribution of all such
securities
<PAGE> 3
then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement from
the date that the Company files such report or document.
Any statement contained in this Registration Statement or
any report or document incorporated into this Registration
Statement by reference, however, shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained in a subsequently dated report
or document that is also considered part of this Registration
Statement, or in any amendment to this Registration Statement, is
inconsistent with such prior statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") provides that a Delaware corporation may
indemnify directors and officers and certain other individuals
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by any such
person in connection with any threatened, pending or completed action, suit
or proceeding (other than an action by or in the right of the
corporation) in which such person is involved because such person
is a director or officer of the corporation, if such person acted
in good faith and in a manner that such person reasonably
believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's
conduct was unlawful. No indemnification shall be made to an
officer or director or other qualified individual if such person shall have
been adjudged to be liable to the corporation unless such person acted
in good faith and in a manner that such person reasonably
believed to be in or not opposed to the best interest of the
corporation and only to the extent the Court of
Chancery of the State of Delaware or the court in which such
action or suit was brought, determines that despite the
adjudication of liability such person is fairly and reasonably
entitled to such indemnification. If such person is successful on
the merits or otherwise in defense of any action, then Section
145 provides that such person shall be indemnified against
expenses including attorneys' fees actually and reasonably
incurred by that person in connection therewith. Section
102(b)(7) of the DGCL provides that the liability of a director
may not be limited or eliminated for the breach of such
director's duty of loyalty to the corporation or its
stockholders, for such director's intentional acts or omissions not in good
faith, for such director's concurrence in or vote for an unlawful
payment of a dividend or unlawful stock purchase or redemption or
for any improper personal benefit derived by the director from
any transaction.
The Bylaws of the Company provide that the Company will
indemnify any person who was or is a party (or is threatened to
be made a party) to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was or
has agreed
<PAGE> 4
to serve at the request of the Company as a director or officer
of the Company, or is or was serving or has agreed to serve at
the request of the Company as a director or officer of another
corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken
or omitted in such capacity. The Company's Bylaws further
provide that the Company may indemnify any person who was or is a
party (or is threatened to be made a party) to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
that he or she is or was or has agreed to become an employee or
agent of the Company, or is or was serving or has agreed to serve at
the request of the Company as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of
any action alleged to have been taken or omitted in such capacity.
The indemnification referred to in the preceding paragraph
will be from and against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by the indemnitee or on his or her behalf in
connection with such action, suit or proceeding and any appeal
therefrom. However, such indemnification will only be provided if
the indemnitee acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests
of the Company and, with respect to any criminal action, suit or
proceeding, had no reasonable cause to believe his or her conduct
was unlawful. Notwithstanding the preceding two sentences, in the case
of an action or suit by or in the right of the Company to procure a
judgment in its favor (a) the indemnification referred to in this
paragraph will be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or
settlement of such action or suit, and (b) no indemnification
will be made in respect of any claim, issue or matter as to which
such person will have been adjudged to be liable to the Company
unless, and only to the extent that, the Delaware Court of
Chancery (or the court in which such action or suit was brought)
determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery (or such other
court) deems proper. To the extent that a director, officer,
employee or agent of the Company has been successful on the
merits or otherwise in defense of any action, suit or proceeding
referred to above or in defense of any claim, issue or matter
therein, he or she will be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith. Expenses incurred by a
director or officer in defending a civil or criminal action, suit
or proceeding will be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay
such amount if it will ultimately be determined that he or she is
not entitled to be indemnified by the Company. Such expenses
incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Company's Board of
Directors deems appropriate.
The indemnification described in the preceding two
paragraphs will not be deemed exclusive of any other rights to
which those indemnified may be entitled under any Bylaw of the
Company, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such
office, will continue as to a person who has ceased to be a
director, officer, employee or agent and will inure to the
benefit of the heirs, executors and administrators of such a
person. The
<PAGE> 5
Company will purchase and maintain insurance on
behalf of any person who is or was or has agreed to serve at the
request of the Company as a director or officer of the Company,
or is or was serving at the request of the Company as a director
or officer of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against,
and incurred by, him or her or on his or her behalf in any such
capacity, or arising out of his or her status as such, whether or
not the Company would have the power to indemnify him or her
against such liability under the provisions of the Company's
Bylaws; provided, however, such insurance must be available on
acceptable terms, which determination shall be made by a vote of
a majority of the Company's Board of Directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
4.1 Restated Certificate of Incorporation
of the Company (incorporated by reference
to Exhibit 3.1 to the Company's
Registration Statement on Form S-1
(Registration No. 333-09747))
4.2 Certificate of Amendment to
Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.3
to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999)
4.3 Restated Bylaws of the Company
(incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on
Form S-1 (Registration No. 333-09747))
4.4 Specimen Certificate representing
Class A Common Stock (incorporated by
reference to Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000)
5.1 Legal Opinion of Gibson, Dunn &
Crutcher LLP
23.1 Consent of Gibson, Dunn & Crutcher
LLP (1)
23.2 Consent of Ernst & Young LLP,
Independent Auditors
24.1 Power of Attorney(2)
</TABLE>
(1) Included in Exhibit 5.1.
(2) Included on signature page of this registration
statement.
<PAGE> 6
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act,
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement,
and
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement,
provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a
post-effective amendment by those clauses is contained
in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
B. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT
DOCUMENTS BY REFERENCE.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR
FILING OF REGISTRATION STATEMENT ON FORM S-8.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Commission
<PAGE> 7
such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
[SIGNATURES ON THE NEXT PAGE]
<PAGE> 8
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
Fort Worth, Texas, on this 30th day of June, 2000.
SABRE HOLDINGS CORPORATION
By: /s/ Jeffery M. Jackson
Name: JEFFERY M. JACKSON
Title: Executive Vice
President, Chief Financial
Officer and Treasurer
POWER OF ATTORNEY
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 dates indicated.
Each of the directors and/or officers of the Registrant whose
signature appears below hereby appoints Jeffery M. Jackson and
James F. Brashear, or each of them, as his or her attorneys-in-
fact to sign his or her name and on his or her behalf, in any and
all capacities stated below, and to file with the Securities and
Exchange Commission any and all amendments, including post-
effective amendments to this Registration Statement as
appropriate, and generally to do all such things in their behalf
in their capacities as officers and directors to enable
Registrant to comply with the provisions of the Securities Act of
1933, and all requirements of the Securities and Exchange
Commission.
<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE DATE
<S> <C> <C>
/s/ William J. Hannigan
_______________________ Chairman of the Board of July 3, 2000
William J. Hannigan Directors, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Jeffery M. Jackson
_______________________ Executive Vice President, June 30, 2000
Jeffery M. Jackson Chief Financial Officer and
Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Edward A. Brennan
_______________________ Director July 5, 2000
Edward A. Brennan
/s/ Paul C. Ely, Jr.
_______________________ Director July 5, 2000
Paul C. Ely, Jr.
<PAGE> 9
_______________________ Director
Bob L. Martin
_______________________ Director
Glenn W. Marschel, Jr.
/s/ Mary Alice Taylor
_______________________ Director July 6, 2000
Mary Alice Taylor
_______________________ Director
Richard L. Thomas
</TABLE>
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NO.
<S> <C>
4.1 Restated Certificate of Incorporation
of the Company (incorporated by reference
to Exhibit 3.1 to the Company's
Registration Statement on Form S-1
(Registration No. 333-09747))
4.2 Certificate of Amendment to
Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.3
to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999)
4.3 Restated Bylaws of the Company
(incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on
Form S-1 (Registration No. 333-09747))
4.4 Specimen Certificate representing
Class A Common Stock (incorporated by
reference to Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000)
5.1 Legal Opinion of Gibson, Dunn &
Crutcher LLP
23.1 Consent of Gibson, Dunn & Crutcher
LLP(1)
23.2 Consent of Ernst & Young LLP,
Independent Auditors
24.1 Power of Attorney(2)
</TABLE>
(1) Included in Exhibit 5.1.
(2) Included on signature page of this registration
statement.
