SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
TRAVEL SERVICES INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 52-2030324
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(State of incorporation) (I.R.S. Employer
or organization) Identification No.)
220 CONGRESS PARK DRIVE
DELRAY BEACH, FLORIDA 33445
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH EACH CLASS
TO BE SO REGISTERED IS TO BE REGISTERED
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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK
PURCHASE RIGHTS
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On January 28, 1999, the Board of Directors of Travel Services
International, Inc., a Florida corporation (the "Company"), adopted the
Company's Share Purchase Rights Plan (the "Rights Plan") and declared a dividend
distribution of one (1) right (a "Right") for each outstanding share of common
stock, par value $0.01 per share (the "Common Stock"), of the Company to
shareholders of record at the close of business on January 28, 1999. Each Right
entitles the registered holder to purchase from the Company one (1) share of
Common Stock (or in certain circumstances, cash, property or other securities)
at a price of $175.00 per share (the "Purchase Price"), subject to adjustment.
The purpose of this Registration Statement is to register the Rights.
RIGHT TO PURCHASE COMPANY STOCK ("FLIP-IN")
In the event that any person or group of affiliated or associated
persons acquires beneficial ownership of 15% or more of the outstanding shares
of Common Stock (an "Acquiring Person"), each holder of a Right, other than
Rights beneficially owned by the Acquiring Person (which will thereafter be
void), will thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise price of the
Right. Issuances (and consequent beneficial ownership) of Common Stock (at or in
excess of such 15% threshold) by the Company in connection with certain
acquisition transactions effected by the Company and approved by the Board of
Directors are excepted from this provision.
RIGHT TO PURCHASE ACQUIRING PERSON STOCK ("FLIP-OVER")
If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, each holder of a Right
(other than Rights beneficially owned by the Acquiring Person, which will be
void) will thereafter have the right to receive that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
DISTRIBUTION DATE
The Distribution Date is the earlier of:
(i) 10 days following a public announcement that a person or group of
affiliated or associated persons have acquired beneficial ownership of 15% or
more of the outstanding shares of Common Stock; or
(ii) 10 business days (or such later date as may be determined by action
of the Board of Directors of the Company prior to such time as any person or
group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in
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the beneficial ownership by a person or group of 15% or more of the outstanding
shares of Common Stock.
TRANSFER AND DETACHMENT
Until the Distribution Date, the Rights will be evidenced, with respect
to any of the Common Stock certificate(s) outstanding as of the Record Date, by
such Common Stock certificate(s). Until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the shares of Common Stock, no separate rights certificates will be
issued and transfer of Common Stock certificates will also constitute transfer
of the Rights.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the shares of Common Stock as of the close of business on
the Distribution Date, and such separate Right Certificates alone will
thereafter evidence the Rights.
EXERCISABILITY
The Rights are not exercisable until the Distribution Date. The Rights
will expire on January 28, 2009 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, on the terms and conditions set forth in
the Rights Plan (as described below).
ADJUSTMENTS
The Purchase Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution in the event of stock
dividends, stock splits, reclassifications, or certain distributions with
respect to the Common Stock. The number of outstanding Rights and the number of
shares of Common Stock issuable upon exercise of each Right are also subject to
adjustment if, prior to the Distribution Date, there is a stock split of the
Common Stock or a stock dividend on the Common Stock payable in shares of Common
Stock or subdivisions, consolidations or combinations of the Common Stock. With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1.0% in such Purchase
Price. No fractional shares will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Common Stock on the last
trading day prior to the date of exercise.
EXCHANGE
At any time after any person or group becomes an Acquiring Person, and
prior to the acquisition by any such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights
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owned by the Acquiring Person, which will have become void), in whole or in
part, for shares of Common Stock, at an exchange ratio of one share of Common
Stock per Right (subject to adjustment).
REDEMPTION
At any time prior to any person or group becoming an Acquiring Person,
the Board of Directors of the Company may redeem the Rights, in whole but not in
part, at a price of $.001 per Right (the "Redemption Price"). If, however, such
redemption is authorized on or after the date of a change (resulting from a
proxy contest or consent solicitation) in a majority of the directors in office,
then such redemption must be approved by a majority of Independent Directors (as
defined in the Rights Plan), if any, and by a majority of the full board of
directors. The redemption of the Rights may be made effective at such time on
such basis with such conditions as the Board of Directors in its sole discretion
may establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
AMENDMENTS
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower the "15%" thresholds described above to not less than the greater of
(i) the sum of .001% and the largest percentage of the outstanding shares of
Common Stock then known to the Company to be beneficially owned by any person or
group of affiliated or associated persons and (ii) 10%, except that from and
after such time as any person or group of affiliated or associated persons
becomes an Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights.
INTERPRETATION; BOARD APPROVALS
The Board of Directors of the Company has the sole authority to
administer the Rights Plan and to exercise all rights and powers granted to the
Board or to the Company, or as are advisable in the administration of the Rights
Plan, including the power to (i) interpret the provisions of the Rights Plan and
(ii) make all determinations appropriate for the administration of the Rights
Plan (including a determination to redeem or not redeem the Rights, to exchange
the Rights or to amend the Rights Plan). All such interpretations and
determinations in good faith are final and binding on the parties (including the
Rights holders) and do not subject the Board (or the directors) to any liability
to the holders of Rights. In the event a vote, approval or determination of the
Board of Directors (including a determination to redeem or not redeem the
Rights, to exchange the Rights or to amend or supplement the Rights Plan) occurs
at any time after either a Person becomes an Acquiring Person or a change
(resulting from a proxy contest or consent solicitation) in a majority of the
directors in office, then such vote, approval or determination must be approved
by a majority of Independent Directors (as defined in the Rights Plan), if any,
and by a majority of the full board of directors.
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RIGHTS AND HOLDERS
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
FURTHER INFORMATION
A copy of the Rights Agreement (the "Rights Agreement") setting forth
the Rights Plan has been filed with the Securities and Exchange Commission as
Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 1,
1999 and is also incorporated herein as an Exhibit to this Registration
Statement on Form 8-A. This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the Rights
Agreement, which is hereby incorporated herein by reference.
ITEM 2. EXHIBITS.
4.1 Rights Agreement, dated as of January 28, 1999, between the
Registrant and American Stock Transfer & Trust Company(1).
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(1) Incorporated by reference from Exhibit 4.1 to the Registrant's Current
Report on Form 8-K, filed on February 1, 1999.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
February 2, 1999 TRAVEL SERVICES INTERNATIONAL, INC.
By: /s/ Jill M. Vales
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Jill M. Vales, Senior Vice President and
Chief Financial Officer
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