<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2000.
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
800 TRAVEL SYSTEMS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 59-3343338
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4802 GUNN HIGHWAY
TAMPA, FLORIDA 33624
(813) 908-0404
------------------------------------------------------------------
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
800 TRAVEL SYSTEMS, INC.
2000 STOCK INCENTIVE PLAN (1)
-----------------------------
(Full Title of Plan)
Peter M. Sontag
Chief Executive Officer
800 Travel Systems, Inc.
4802 Gunn Highway
Tampa, Florida 33624
(813) 908-0404 (Telephone)
(Name, Address and Telephone number of
Agent for Service)
Copies to:
Mark A. Catchur, Esquire
Shumaker, Loop & Kendrick, LLP
101 E. Kennedy Blvd., Suite 2800
Tampa, Florida 33602
(813) 229-7600 (Telephone)
(813) 229-1660 (Facsimile)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING AGGREGATE REGISTRATION FEE
PRICE PER SHARE OFFERING PRICE
=============================================================================================================================
<S> <C> <C> <C> <C> <C>
Common Stock $.01 Par Value ............. 750,000 shares(1) $3.96(2) $2,971,013 (2) $800.00
=============================================================================================================================
</TABLE>
--------------------
(1) In addition to the shares issuable pursuant to stock options granted under
the 800 Travel Systems, Inc. 2000 Stock Incentive Plan, the shares registered
include shares subject to issuance pursuant to stock options granted to the
Company's former Chief Executive Officer, Mark Mastrini, during the course of
his employment with 800 Travel Systems, Inc.
(2) Inserted solely for the purpose of calculating the registration fee pursuant
to Rule 457. Pursuant to Rule 457(h)(1), the fee is calculated in part on the
basis of the prices at which previously granted options may be exercised
(250,000 shares at $5.00 per share, 75,000 at $5.96 per share and 75,000 at
$8.96 per share) and in part based on the average of the high and low closing
price of the Company's shares on September 6, 2000, for the remaining shares
available under the 2000 Stock Incentive Plan (350,000 shares). The price per
share represents the number determined by dividing the aggregate exercise amount
by the number of shares to be acquired upon exercise.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information concerning the 800
Travel Systems, Inc. 2000 Stock Incentive Plan (the "Plan") required by Item 1
of Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"),
and the statement of availability of the registrant information, and other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified in Securities Act Rule 428. In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission either as part of this registration statement
on Form S-8 or as prospectuses or prospectus supplements pursuant to Rule 424.
The Company will maintain a file of such documents in accordance with the
provisions of Rule 428. Upon written or oral request to 800 Travel Systems,
Inc., 4802 Gunn Highway, Tampa, Florida 33624 (telephone number (813)908-0404)
Attention Chief Financial Officer, the Company shall furnish, without charge, to
employees, the Commission or its staff a copy or copies of all of the documents
included in such file.
ITEM 1(b). SECURITIES TO BE OFFERED
The Company hereby registers 750,000 shares of the Company's
Common Stock, par value $.01 per share, in connection with the options
previously granted to Mark Mastrini, a former employee (250,000 shares) and to
eligible employees under the Company's 2000 Incentive Stock Option Plan (500,000
shares).
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
See Item 1.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Prospectus
the following documents, all of which are previously filed by the Company with
the Commission:
1. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999.
2. The Company's Definitive Proxy Statement relating to the
Annual Meeting of Shareholders held on July 10, 2000.
3. The Company's quarterly Reports on Form 10-QSB for the
quarters ended March 31, 2000 and June 30, 2000.
4. The Company's Form 8-K dated July 10, 2000, relating to the
resignation of Mark D. Mastrini as the Company's Chief
Executive Officer, Chief Operating Officer and as a director
of the Company, the Company's Form 8-K dated July 24, 2000
announcing the appointment of certain officers, the election
of new directors and a strategic marketing alliance and a Form
8-K dated August 18, 2000 announcing the merger of a
newly-formed, wholly owned subsidiary of the Company with
Prestige Travel Systems, Inc.
5. The description of securities to be registered contained in
the Registration Statement filed with the Commission on the
Company's Form 8-A under the Exchange Act.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which registers all such securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in documents incorporated by reference herein,
II-1
<PAGE> 3
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 document
that is subsequently incorporated by reference herein modifies such statement.
Any statement so modified or superseded shall not be deemed, except as to be
modified or superseded, to constitute a part of this Registration Statement.
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 Certificate of Incorporation of the Company, as permitted in
Section 102 of the General Corporation Law of the State of Delaware (the "GCL"),
eliminates the personal liability of a director to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) paying a
dividend or approving a stock repurchase in violation of Delaware law, or (iv)
any transaction from which the director derived any improper personal benefit.
Under the Certificate of Incorporation of the Company, each director
and officer of the Company is entitled to indemnification, as a matter of
contractual right, to the fullest extent permitted by the GCL as the same exists
or may hereafter be amended, against all expenses, liability and loss incurred
in connection with any action, suit or proceeding in which he or she may be
involved by reason of the fact that he or she is or was a director or officer of
the Company. Section 145 of the GCL empowers a corporation to indemnify any
director or officer, or former director or officer against expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with any action, suit or proceeding (other than a derivative action)
by reason of the fact that he or she is or was a director or officer or is or
was serving at the request of the corporation as an agent of another entity, if
he or she acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action, had no reasonable cause to believe his conduct was unlawful. In
regard to a derivative action, indemnification may not be made in respect of any
matter as to which an officer or director is adjudged to be liable unless the
Delaware Court of Chancery, or the court in which such action was brought, shall
determine such person is fairly and reasonably entitled to indemnity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- --------------------
4.1 800 Travel Systems, Inc. 2000 Stock Incentive Plan.
5.1 Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the
securities being registered.
23.1 Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion
as an Exhibit to this Registration Statement is included in their
opinion filed herewith as Exhibit 5.1.
23.2 Consent of Grant Thornton LLP.
24.1 Powers of Attorney (included with the signature page to this
Registration Statement).
99.1 Form of Employee Option Agreement.
II-2
<PAGE> 4
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers of sales
are being made, a post-effective amendment to this
registration statement that includes 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 that remain unsold at the termination of
the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, 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 herein, and the offering of such securities at that
time shall be deemed to be in the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling
persons of the Company, pursuant to the foregoing provisions, or
otherwise, the Company has been advised that, in the opinion of the
Securities and Exchange 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 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 hereunder, 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.
II-3
<PAGE> 5
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 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 Tampa, State of Florida this 8th day of September, 2000.
800 TRAVEL SYSTEMS, INC.
By: /s/ PETER M. SONTAG
---------------------------------------------
Peter M. Sontag, Chief Executive Officer
By: /s/ ROBERT B. MORGAN
---------------------------------------------
Robert Morgan, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
POWER OF ATTORNEY
Each of the undersigned officers and directors of 800 Travel Systems,
Inc., hereby constitutes and appoints Peter M. Sontag, Chief Executive Officer
of the Company, and Robert Morgan, Chief Financial Officer of the Company, or
either of them individually, his true and lawful attorney-in-fact and agent, for
him and in his name, place and stead, in any and all capacities, to sign his
name to any and all amendments to this Registration Statement on Form S-8,
including post-effective amendments and other related documents, and to cause
the same to be filed with the Securities and Exchange Commission, granting unto
said attorneys, or either of them individually, full power and authority to do
and perform any act and thing necessary and proper to be done in the premises,
as fully to all intents and purposes as the undersigned could do if personally
present, and the undersigned for himself hereby ratifies and confirms all that
said attorneys shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this S-8
Registration Statement has been signed by the following persons (or by their
duly authorized attorney-in-fact) in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ PETER M. SONTAG Chief Executive Officer and Director September 8, 2000
-------------------
Peter M. Sontag
/s/ ROBERT B. MORGAN Chief Financial Officer September 8, 2000
-------------------
Robert Morgan
/s/ GEORGE A. WARDE Chairman of the Board September 8, 2000
-------------------
George A. Warde
/s/ MICHAEL GAGGI Director September 8, 2000
-------------------
Michael Gaggi
/s/ CARL A. BELLINI Director September 8, 2000
-------------------
Carl A. Bellini
/s/ L. DOUGLAS BAILEY Director September 8, 2000
-------------------
L. Douglas Bailey
/s/ VINCE VITTI Director September 8, 2000
-------------------
Vince Vitti
/s/ ANTOINE TOFFA Director September 8, 2000
-------------------
Antoine Toffa
</TABLE>
II-4
