AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1998
REGISTRATION NO. 333-50533
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
ON FORM S-4
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)
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<S> <C> <C>
DELAWARE 4724 59-2030324
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
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<S> <C>
JOSEPH V. VITTORIA
TRAVEL SERVICES INTERNATIONAL, INC. CHAIRMAN AND CHIEF EXECUTIVE OFFICER
220 CONGRESS PARK DRIVE TRAVEL SERVICES INTERNATIONAL, INC.
DELRAY BEACH, FLORIDA 33445 220 CONGRESS PARK DRIVE
(561) 266-0860 DELRAY BEACH, FLORIDA 33445
(561) 266-0860
(Address, Including Zip Code, and Telephone Number, (Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices) Including Area Code, of Agent for Service)
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COPIES OF COMMUNICATIONS TO:
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SUZANNE B. BELL, ESQ. ROBERT G. ROBISON, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL MORGAN, LEWIS & BOCKIUS LLP
TRAVEL SERVICES INTERNATIONAL, INC. 101 PARK AVENUE
220 CONGRESS PARK DRIVE NEW YORK, NEW YORK 10178
DELRAY BEACH, FLORIDA 33445 (212) 309-6126
(561) 266-0860 (FACSIMILE) (212) 309-6273
(FACSIMILE) (561) 266-0872
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On May 4, 1998, the Registrant filed Registration Statement
No. 333-50533 on Form S-1 with the Securities and Exchange Commission relating
to the registration of 3,175,000 shares of Common Stock of the Company,
including (i) 1,506,706 shares (the "Acquisition Shares") of Common Stock to be
offered and issued from time to time by the Company in connection with future
acquisitions by the Company and (ii) 1,668,294 shares (the "Selling Stockholder
Shares") of Common Stock to be sold by certain Selling Stockholders (as such
term is defined therein). Such Registration Statement was declared effective by
the Securities and Exchange Commission on May 4, 1998. On August 10, 1998, the
Registrant filed Post-Effective Amendment No. 1 to the Registration Statement
No. 333-50533 on Form S-4 which is intended to relate only to the registration
of the Acquisition Shares. On August 17, 1998, the Registrant filed Registration
Statement No. 333-61337 on Form S-3 relating to the registration of the Selling
Stockholder Shares. The Registrant hereby amends this Registration Statement No.
333-50533 to deregister the Selling Stockholder Shares herefrom so that such
shares are registered only under Registration Statement No. 333-61337 on Form
S-3.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing this Post-Effective Amendment No. 2 to Form S-1 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 the 15th day of September, 1998.
TRAVEL SERVICES INTERNATIONAL, INC.
By: /S/ JILL M. VALES
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Jill M. Vales
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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NAME AND SIGNATURE TITLE DATE
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* Chairman of the Board September 15, 1998
- -------------------------------- Chief Executive Officer, Director
Joseph V. Vittoria (Principal Executive Officer)
/S/ JILL M. VALES Senior Vice President, Chief September 15, 1998
- -------------------------------- Financial and Principal
Jill M. Vales
* Director September 15, 1998
- --------------------------------
Wayne Heller
* Director September 15, 1998
- --------------------------------
Robert G. Falcone
* Director September 15, 1998
- --------------------------------
Imad Khalidi
* Director September 15, 1998
- ---------------------------------
John W. Przywara
* Director September 15, 1998
- ---------------------------------
Elan J. Blutinger
* Director September 15, 1998
- ---------------------------------
D. Fraser Bullock
* Director September 15, 1998
- ---------------------------------
Tommaso Zanzotto
*By /s/ Jill M. Vales
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Jill M. Vales
Attorney-in-fact
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