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As filed with the Securities and Exchange Commission on May 26, 1998
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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TRAVEL SERVICES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-2030324
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
--------------------
220 Congress Park Drive
Delray Beach, Florida 33445
(561) 266-0860
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Travel Services International, Inc.
Long-Term Incentive Plan
(Full title of the Plan)
and
Travel Services International, Inc.
Non-Employee Directors' Stock Plan
(Full title of the Plan)
---------------------
Joseph V. Vittoria
Chairman and Chief Executive Officer
Travel Services International, Inc.
220 Congress Park Drive
Delray Beach, Florida 33445
(561) 266-0860
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
--------------------
Copies to:
Robert G. Robison, Esq., Suzanne B. Bell, Esq.
Morgan, Lewis & Bockius LLP Senior Vice President and General Counsel
101 Park Avenue Travel Services International, Inc.
New York, New York 10178 220 Congress Park Drive
(212) 309-6000 Delray Beach, Florida 33445
(561) 266-0860
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class of Securities to Amount to be Offering Aggregate Offering Amount of
be Registered Registered (1) Price Per Share Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per 842,150 shares $14.00 (2) $11,790,100 $3,478.08
share 21,000 shares $20.125(2) $422,625 $124.67
75,000 shares $20.75 (2) $1,556,250 $459.09
25,000 shares $22.375(2) $559,375 $165.02
10,000 shares $22.875(2) $228,750 $67.48
1,000 shares $23.313(2) $23,313 $6.87
20,000 shares $23.875(2) $477,500 $140.86
61,025 shares $24.00 (2) $1,464,600 $432.06
75,000 shares $33.75 (2) $2,531,250 $746.72
54,222 shares $34.625(2) $1,877,437 $553.84
4,000 shares $34.75 (2) $139,000 $41.00
10,000 shares $35.00 (2) $350,000 $103.25
1,000 shares $35.25 (2) $35,250 $10.40
6,950 shares $37.25 (2) $258,888 $76.37
543,653 shares $34.968 (3) $19,010,458 $5,608.08
-------------- ----------
Total 1,750,000 shares $12,014
======================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become issuable as a
result of stock splits, stock dividends or similar transactions in
accordance with the anti-dilution provisions of the Travel Services
International, Inc. Long-Term Incentive Plan and the Travel Services
International, Inc. Non-Employee Directors' Stock Plan.
(2) Calculated pursuant to Rule 457(h) for the purpose of calculating the
registration fee, based upon the price at which outstanding options may be
exercised.
(3) Calculated pursuant to Rules 457(c) and (h), based upon the average of the
reported high and low sales prices for the Common Stock as reported on the
Nasdaq National Market for May 18, 1998.
EXPLANATORY NOTE
This Registration Statement registers the offer and sale of an aggregate of
1,750,000 shares, of which 1,650,000 shares are registered for the offer and
sale under the Long-Term Incentive Plan and 100,000 shares for the offer and
sale under the Non-Employee Directors' Stock Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Introductory
Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by Travel Services International, Inc., a Delaware
corporation (the "Company"), are incorporated herein by reference:
(a) The Company's Prospectus contained in its Registration Statement on Form
S-1 (Registration No. 333- 27125), filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), on July 22, 1997, for
the offering of 2,500,000 shares of common stock, par value $.01 per share (the
"Common Stock").
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997, filed with the Commission on August 30, 1997.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, filed with the Commission on November 15, 1997.
(d) The Company's Current Report on Form 8-K (dated November 19, 1997) filed
with the Commission on December 4, 1997, as amended on February 2, 1998.
(e) The Company's Current Report on Form 8-K (dated February 9, 1997) filed
with the Commission on February 24, 1998.
(f) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission on March 31, 1998.
(g) The Company's Current Report on Form 8-K (dated March 31, 1997) filed
with the Commission on April 15, 1998.
(h) The Company's Prospectus contained in its Shelf Registration Statement
on Form S-1 (Registration No. 333-50533), filed pursuant to Section 415 of the
Securities Act on May 4, 1998, for the offering of 3,175,000 shares of Common
Stock.
(i) The description of the Common Stock, registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), contained in the
Company's Prospectus contained in its Registration Statement referred to in Item
3(h) above, including any amendments or reports filed for the purpose of
updating any such description.
In addition, all reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such reports and documents.
Any statement contained herein, or in a document, all or a portion of which
is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify its officers and directors as
permitted pursuant thereto.
Section 145 of the General Corporation Law of the State of Delaware, as
amended, (the "DGCL") permits a corporation, under specified circumstances, to
indemnify its directors, officers, employees or agents against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlements
actually and reasonably incurred by them in connection with any action, suit or
proceeding brought by third parties by reason of the fact that they were or are
directors, officers, employees or agents of the corporation, if such directors,
officers, employees or agents acted in good faith and in a manner they
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
reason to believe their conduct was unlawful. In an action by or in the right of
the corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interest of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnify for such expenses despite such
adjudication of liability.
Article Seven of the Company's Certificate of Incorporation, as amended,
provides that the Company's directors will not be personally liable to the
Company or its stockholders for monetary damages resulting from breaches of
their fiduciary duty as directors except (a) for any breach of the duty of
loyalty to the Company or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the General Corporation Law of the State of
Delaware, as amended, which makes directors liable for unlawful dividends or
unlawful stock repurchases or redemptions or (d) for transactions from which
directors derive improper personal benefit.
The Company has entered into indemnification agreements with each of its
executive officers, its advisory director and directors which indemnifies such
person to the fullest extent permitted by its Amended and Restated Certificate
of Incorporation, its Bylaws and the DGCL. The Company also maintains directors
and officers liability insurance.
Item 7. Exemption from Registration.
Not applicable.
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Item 8. Exhibits.
Exhibit Description
4.1 Amended and Restated Certificate of Incorporation of the
Registrant (Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-27125).
4.2 Bylaws of the Registrant (Incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-27125)).
4.3 Form of Certificate Evidencing Ownership of Common Stock of
the Registrant (Incorporated by reference to Exhibit 4 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333- 27125)).
4.4 1997 Long-Term Incentive Plan of the Registrant (Incorporated
by reference to Exhibit 10.3 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997, filed
with the Commission on August 30, 1997).
4.5 Non-Employee Directors' Stock Plan of the Registrant
(Incorporated by reference to Exhibit 10.4 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1997, filed with the Commission on August 30, 1997).
5* Opinion of Morgan, Lewis & Bockius LLP.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5).
24* Powers of Attorney (included on signature pages hereof).
- ----------
* Filed herewith.
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Item 9. Undertakings
(a) 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 this 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 this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) of the Securities Act if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this 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.
(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) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as ex pressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Delray Beach, State of Florida, on May 11, 1998.
TRAVEL SERVICES INTERNATIONAL, INC.
By: /s/ Joseph V. Vittoria
-------------------------------
Joseph V. Vittoria
Chairman and Chief Executive Officer
POWERS OF ATTORNEY
Each person whose signature appears below hereby authorizes, appoints and
constitutes Joseph V. Vittoria and Jill M. Vales each of them singly, his or her
true and lawful attorneys-in-fact with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities to sign and file any and all amendments to this report with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and he or she hereby ratifies and confirms
all that said attorneys-in-fact or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Joseph V. Vittoria Chairman of the Board, May 11, 1998
- ---------------------- Chief Executive Officer, Director
Joseph V. Vittoria (Principal Executive Officer)
/s/ Jill M. Vales Senior Vice President, Chief Financial May 11, 1998
- ---------------------- Officer (Principal Financial and
Jill M. Vales Principal Accounting Officer)
/s/ Robert G. Falcone Director May 11, 1998
- ----------------------
Robert G. Falcone
/s/ Wayne Heller Director May 11, 1998
- ----------------------
Wayne Heller
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/s/ Imad Khalidi Director May 11, 1998
- ----------------------
Imad Khalidi
/s/ Susan Parker Director May 11, 1998
- ----------------------
Susan Parker
/s/ John W. Przywara Director May 11, 1998
- ----------------------
John W. Przywara
/s/ Elan J. Blutinger Director May 11, 1998
- ----------------------
Elan J. Blutinger
/s/ D. Fraser Bullock Director May 11, 1998
- ----------------------
D. Fraser Bullock
Director May , 1998
- ----------------------
Tommaso Zanozotto
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<PAGE> 1
May 26, 1998
Travel Services International, Inc.
220 Congress Park Drive
Delray Beach, FL 33445
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Travel Services International, Inc., a
Delaware corporation (the " Company "), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-8 (the "Registration Statement") relating to the registration by the
Company of an aggregate of 1,750,000 shares (the "shares") of the Company's
Common Stock, $.01 par value per share, to be issued pursuant to the Company's
Long Term Incentive Plan and Non-Employee Director's Stock Plan (collectively,
the "Plans").
In so acting, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Plans, the Certificate of Incorporation of the Company, as amended to date, the
By-Laws of the Company, as amended to date, and such other documents, records,
certificates and other instruments of the Company as in our judgement are
necessary or appropriate for purposes of this opinion.
Based on the foregoing, we are of the following opinion:
1. The Company is a corporation duly incorporated and validly
existing under the law of the State of Delaware.
2. The Shares have been duly authorized and, when issued and paid
for in accordance with the Plans, will be validly issued, fully paid
and non-assessable.
We are expressing the opinions above as members of the Bar of the State
of New York and express no opinion as to any law other than the laws of that
state and the General Corporation Law of the State of Delaware.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
MORGAN, LEWIS & BOCKIUS LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of our report
dated February 13, 1998, except with respect to the matters discussed in Note
15, as to which the date is April 1, 1998, included in Travel Services
International, Inc.'s Form 10-K for the year ended December 31, 1997, and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
West Palm Beach, Florida
May 14, 1998
