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
(State or Other Jurisdiction of Incorporation or Organization)
4255 AMON CARTER BOULEVARD
FORT WORTH, TEXAS 76155
Tel. (817) 963-6400
(Address of Principal Executive Offices Including Zip Code)
75-2662240
(I.R.S. Employer Identification No.)
GETTHERE.COM, INC. 1996 STOCK INCENTIVE PLAN
GETTHERE.COM, INC. 1999 STOCK INCENTIVE 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING AGGREGATE REGISTRATION FEE
REGISTERED REGISTERED PRICE OFFERING (2)
(1) (2) PER UNIT (2) PRICE (2)
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.01
per share 4,700,517 42.55 200,006,998.35 52,801.85
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act").
<FN>
(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 GetThere.com, Inc. 1996 Stock Incentive Plan and the
GetThere.com, Inc. 1999 Stock Incentive 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 457(h) of the Securities Act of 1933, as amended, and
based on the maximum price at which the options may be exercised.
</FN>
</TABLE>
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by Sabre
Holdings Corporation, a Delaware corporation (the "Company"), relating to
4,700,517 Shares of Class A Common Stock, par value $.01 per share (the
"Shares"), to be made available pursuant to the terms of the GetThere.com,
Inc. 1996 Stock Incentive Plan and the GetThere.com, Inc. 1999 Stock
Incentive 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 that
indicates that the Company has sold all of the securities offered under
this Registration Statement or that deregisters all securities 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 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 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.
--------
Exhibit No. Description
---------- -----------
4.1 Second Restated Certificate of Incorporation
of the Company (incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30,
2000)
4.2 Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000)
4.3 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)
4.4 GetThere.com, Inc. 1996 Stock Incentive Plan
4.5 GetThere.com, Inc. 1999 Stock Incentive Plan
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)
(1) Included in Exhibit 5.1.
(2) Included on signature page of this registration statement.
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 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>
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 17th day of
October, 2000.
SABRE HOLDINGS CORPORATION
By: /s/ Jeffery M. Jackson
Name: JEFFERY M. JACKSON
Title: Executive Vice President,
Chief Financial
Officer and Treasurer
<PAGE>
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.
NAME AND SIGNATURE TITLE DATE
/s/ William J. Hannigan Chairman of the Board of October 17, 2000
-------------------------- Directors, President and
William J. Hannigan Chief Executive Officer
(Principal Executive Officer)
/s/ Jeffrey M. Jackson Executive Vice President, October 17, 2000
-------------------------- Chief Financial Officer and
Jeffery M. Jackson Treasurer (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Paul C. Ely, Jr. Director October 16, 2000
--------------------------
Paul C. Ely, Jr.
/s/ Bob L. Martin Director October 16, 2000
--------------------------
Bob L. Martin
Director
--------------------------
Glenn W. Marschel, Jr.
Director
--------------------------
Mary Alice Taylor
/s/ Richard L. Thomas Director October 16, 2000
--------------------------
Richard L. Thomas
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
---------- -----------
4.1 Second Restated Certificate of Incorporation
of the Company (incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30,
2000)
4.2 Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000)
4.3 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)
4.4 GetThere.com, Inc. 1996 Stock Incentive Plan
4.5 GetThere.com, Inc. 1999 Stock Incentive Plan
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)
(1) Included in Exhibit 5.1.
(2) Included on signature page of this registration statement.
