As filed with the Securities and Exchange Commission on June 28, 2000
Registration No. 333-75379
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRAVEL SERVICES INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Florida 52-2030324
--------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
220 Congress Park Drive
Delray Beach, Florida 33445
(561) 266-0860
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(Address, including zip code, and telephone number,
including area code, of the registrant's principal executive offices)
TRAVEL SERVICES INTERNATIONAL, INC.
401(K) RETIREMENT PLAN
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(Full title of the plan)
Peter T. McHugh
President and Chief Executive Officer
Travel Services International, Inc.
220 Congress Park Drive
Delray Beach, Florida 33445
(561) 266-0860
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(Name and address, including zip code, and telephone number,
including area code, or agent for service)
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<PAGE>
EXPLANATORY NOTE
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement is to terminate the effectiveness of such Registration Statement and
to deregister all of the securities originally registered thereby which remain
outstanding as of such termination.
The Registrant previously registered 1,000,000 shares of common stock,
par value $.01 per share (the "Common Stock"), on Form S-8 (File No. 33-75379)
(the "Registration Statement") which was filed with the Securities and Exchange
Commission on March 31, 1999. The registered shares represented 1,000,000 shares
of Common Stock issuable pursuant to the Travel Services International, Inc.
401(k) Retirement Plan (the "401(k) Plan"). The Registration Statement also
covered an indeterminate amount of interests to be offered or sold pursuant to
the 401(k) Plan. On May 2, 2000, Travel Services International, Inc., a Florida
corporation (the "Company"), consummated a merger (the "Merger") in which a
newly-formed entity merged with and into the Company. In the Merger, the
Company's public shareholders received $26 per share in cash for the shares
owned by them. As a result of the Merger, the Company became an indirect
wholly-owned subsidiary of Airtours plc. As a result of the Merger, the Common
Stock of the Company was delisted from the NASDAQ Stock Market and became
eligible for termination of registration pursuant to Rule 12g-4 and Rule 12h-3
of the Securities Exchange Act of 1934, as amended. Accordingly, on May 12,
2000, the Company filed a Certification and Notice of Termination of
Registration on Form 15 with the Securities and Exchange Commission.
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<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 Post
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Delray
Beach, State of Florida, on June 23, 2000.
TRAVEL SERVICES INTERNATIONAL, INC.
(Registrant)
By /s/ Peter T. McHugh
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Peter T. McHugh
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
By /s/ Peter T. McHugh President, Chief Executive Officer and June 23, 2000
----------------------------- Director
Peter T. McHugh (Principal Executive Officer)
By /s/ Patrick Doyle Senior Vice President, Chief Financial Officer June 23, 2000
----------------------------- and Director
Patrick Doyle (Principal Financial Officer and Principal
Accounting Officer)
By /s/ Joseph V. Vittoria Executive Chairman of the Board of June 28, 2000
----------------------------- Directors
Joseph V. Vittoria
By /s/ Tim Byrne Director June 27, 2000
-----------------------------
Tim Byrne
</TABLE>
II-3
<PAGE>
Pursuant to the requirements of the Securities Act, the Plan
Administrator has caused this Post Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Delray Beach, State of Florida on June 28, 2000.
TRAVEL SERVICES INTERNATIONAL, INC.
401(K) Retirement Plan
By /s/ Martin W. Kedzierski
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Martin W. Kedzierski
Plan Administrator
