<PAGE>
As filed with the Securities and Exchange Commission on June 8, 2000
Commission File No. 333-36528
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------------------
GALILEO INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 36-4156005
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
9700 West Higgins Road, Suite 400
Rosemont, Illinois 60018
(847) 518-4000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
-------------------------
Anthony C. Swanagan, Esq.
Senior Vice President and General Counsel
9700 West Higgins Road, Suite 400
Rosemont, Illinois 60018
(847) 518-4000
(Name, address and telephone number including area code, of agent for service)
COPIES OF COMMUNICATIONS TO:
<TABLE>
<S> <C>
Jennifer L. Dressler, Esq. Jonathan A. Koff, Esq.
Senior Counsel Chapman and Cutler
Galileo International, Inc. 111 West Monroe Street
9700 West Higgins Road, Suite 400 Chicago, Illinois 60603
Rosemont, Illinois 60018 (312) 845-3000
(847) 518-4000
</TABLE>
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]__________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[ ]
<PAGE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED JUNE 8, 2000
2,749,815 SHARES
GALILEO INTERNATIONAL, INC.
COMMON STOCK
The stockholders of Galileo International, Inc. (herein referred to as
"we," "us" and "our") listed in this prospectus under the title "Selling
Stockholders" are offering and selling up to 2,749,815 shares of Galileo common
stock pursuant to this prospectus. The selling stockholders may use this
prospectus to sell their stock from time to time until ___________, 2000. We
will not receive any part of the proceeds from the sale of these shares of
common stock.
The selling stockholders may sell their common stock in one or more
transactions on the New York Stock Exchange, the Chicago Stock Exchange or any
national securities exchange where the common stock is listed or traded, in the
over-the-counter market, in negotiated transactions or otherwise and at
prevailing market prices or at privately negotiated prices.
Our common stock is traded on the NYSE and on the Chicago Stock
Exchange under the symbol "GLC." On June 7, 2000, the closing sale price of the
common stock as reported on the NYSE was $26.000 per share.
Investment in the shares involves risks, some of which are described
under "Risk Factors" beginning on page 4.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS ____________, 2000.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
<PAGE>
You should rely only on the information or representations provided in
this prospectus. Neither we nor the selling stockholders have authorized anyone
to provide you with different information. This prospectus is not an offer to
sell these securities, and it is not soliciting an offer to buy these
securities, in any state where the offer or sale is prohibited. You should not
assume that the information in this prospectus is accurate as of any date other
than the date on the front of the document.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION...............................................................................3
RISK FACTORS......................................................................................................4
We Are Subject to United States Governmental Regulation....................................................4
We Are Subject to European Union Governmental Regulation...................................................4
A Decline in Air Travel May Hurt Our Business..............................................................5
Competition to Attract and Retain Travel Agency Subscribers Could Have a Negative Effect on Our Business...5
Failure to Maintain Technological Competitiveness and to Make Technological Innovations May Have a Negative
Effect on Our Business..................................................................................5
Our Technology Costs Are Substantial and Cannot Be Quickly Reduced in Response to a Reduction in Revenue...6
Damage to Key Data Facilities Could Adversely Affect Our Business..........................................6
An Increase in Direct Access to Travel Vendors Could Hurt Our Business.....................................6
Our Expansion Into Developing and New CRS Markets Could Encounter Unforeseen Difficulties..................6
ABOUT GALILEO.....................................................................................................7
Competitive Strengths......................................................................................7
Strategy...................................................................................................8
USE OF PROCEEDS...................................................................................................8
FORWARD-LOOKING STATEMENTS........................................................................................8
SELLING STOCKHOLDERS..............................................................................................9
PLAN OF DISTRIBUTION.............................................................................................11
LEGAL OPINION....................................................................................................12
EXPERTS..........................................................................................................12
</TABLE>
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the Securities
and Exchange Commission that provides additional information about us and the
common stock owned by the selling stockholders. This prospectus is a part of
that registration statement, but does not contain certain information that is in
the registration statement. For such additional information, you must read that
registration statement along with its exhibits.
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and file periodic reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
public reference facilities maintained by the SEC in Washington, D.C., Chicago,
Illinois and New York, New York. Please call the SEC at (800) SEC-0330 for
further information on the public reference rooms. In addition, our filings
under the Exchange Act are available to the public at the SEC's website at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this document the
information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below and any
future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until the selling stockholders sell all of the shares
or until _________, 2000, whichever is earlier.
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000 and all amendments thereto.
2. Proxy Statement for the Annual Meeting of stockholders held
on May 18, 2000.
3. Current Report on Form 8-K dated March 24, 2000, as amended
May 23, 2000.
4. The description of our common stock contained in our
registration statement on Form 8-A, filed with the SEC on
July 1, 1997.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address or telephone number: Investor Relations,
Galileo International, Inc., 9700 West Higgins Road, Rosemont, Illinois 60018
(telephone number 847/518-4000).
3
<PAGE>
RISK FACTORS
You should carefully consider the following risks as well as the other
information contained or incorporated by reference in this prospectus before
making a decision to invest in our common stock.
We Are Subject to United States Governmental Regulation
U.S. Department of Transportation regulations (the "U.S. CRS Rules")
govern several elements of the CRS industry. To the extent that a CRS is offered
to travel agencies within the United States, the U.S. CRS Rules apply to the
operation of that system and its marketing to travel agencies and airlines. The
U.S. CRS Rules require an airline that directly or indirectly owns five percent
or more of a CRS to participate in all other airline-owned CRSs at the same
level of functionality at which it participates in its own CRS. Accordingly, CRS
owners such as Continental Airlines, Delta Airlines, Northwest Airlines and TWA
all participate at high levels of functionality within our systems. Although we
do not believe that any of these airlines would terminate its participation in
our systems entirely, certain airlines have indicated that they would not
participate equally in all CRSs in the absence of the U.S. CRS Rules. The
expiration of the U.S. CRS Rules has been extended by the U.S. Department of
Transportation to March 2001. In the event that such rules were to expire at
that time, the decision by several airlines to downgrade their participation in
our systems could result in a significant decrease in fees from such airlines.
This, in turn, could have a material adverse effect on our business, financial
condition and results of operations.
We Are Subject to European Union Governmental Regulation
We are also subject to detailed regulation in the European Union (the
"EU CRS Rules"). The main purpose of the EU CRS Rules is to encourage free
competition among airline vendors by ensuring that all airline vendors and
subscribers have equal access to all CRSs operating in the European Union and
that the systems and displays of CRSs are neutral and non-discriminatory to all
airlines vendors, regardless of the size of the airline and whether or not it is
an owner of a CRS.
The EU CRS Rules state that fees charged by CRSs must be
non-discriminatory, reasonably structured and reasonably related to the cost of
the service provided and used and, in particular, must be the same for the same
level of service. CRS bills must be sufficiently detailed to allow participating
airlines and subscribers to see exactly which services have been used and
participating airlines may disallow certain bookings unless they have previously
accepted them. There can be no assurance that the European Commission will not
challenge our fee structure or put pressure on us to reduce fees charged to
certain vendors. Any such action could have the effect of decreasing revenues
earned by us in Europe. This, in turn, could have a material adverse effect on
our business, financial condition and results of operations.
4
<PAGE>
A Decline in Air Travel May Hurt Our Business
Because most of our revenues come from the travel industry, events
affecting the travel industry can significantly affect our earnings. In
particular, because much of our revenue consists of fees generated by airline
bookings, our earnings are especially sensitive to events that affect airline
travel and the airlines that participate in our systems. Political instability,
armed hostilities, terrorism, recession, inflation, strikes, lockouts or other
labor disturbances may, if they cause a significant decline in the volume of air
travel or an overall downturn in the business and operations of our travel
vendor customers, adversely affect our business.
Competition to Attract and Retain Travel Agency Subscribers Could Have a
Negative Effect on Our Business
Competition to attract and retain travel agency subscribers is intense.
The failure to renew travel agency contracts or obtain new subscribers could
negatively impact our business. In highly competitive markets, we and our
competitors offer incentive payments to travel agency subscribers if certain
productivity or booking volume growth targets are achieved. Although continued
expansion of the use of incentive payments could adversely affect our
profitability, our failure to continue to make these payments could result in
the loss of some travel agency subscribers. If we were to lose a significant
portion of our current base of travel agencies to a competitor or if we were
forced to increase the amounts of incentive payments significantly, our
business, financial condition or results of operations could be materially
adversely affected. In addition, our five largest travel agency subscriber
customers, measured by 1999 bookings, accounted for approximately 20% of our
bookings. The loss of bookings generated by one or more of these travel
agencies, without replacement, could negatively impact our business.
Failure to Maintain Technological Competitiveness and to Make Technological
Innovations May Have a Negative Effect on Our Business
It is important that we make timely and cost-effective enhancements and
additions to our technology and introduce new products that meet the business
demands of our travel vendor and subscriber customers. The success of new
products depends on several factors, including:
identifying the needs of travel vendors and subscribers,
developing and introducing new products in a timely manner,
managing the cost of new product development,
differentiating new products from those of our competitors, and
achieving market acceptance of new products.
Our business could suffer if we fail to identify and develop new
products in a timely manner, if products developed by others render our
offerings obsolete or noncompetitive or if we
5
<PAGE>
make substantial investments in technologies that do not achieve broad
acceptance in the marketplace.
Our Technology Costs Are Substantial and Cannot Be Quickly Reduced in Response
to a Reduction in Revenue
We have made a significant investment in our technology infrastructure.
As a result, our operating expenses are largely fixed and our technology costs
would remain relatively constant even if our booking volumes were to decline. A
prolonged reduction in booking volumes could adversely affect our financial
condition.
Damage to Key Data Facilities Could Adversely Affect Our Business
Our data and transaction processing services are dependent on our Data
Center, located near Denver, Colorado. Although we believe that we have taken
sufficient precautions to protect this facility, a natural or manmade disaster
or other calamity that causes significant damage to the facility or our systems
would adversely affect our business. We also rely on several communications
companies in the United States and internationally to provide network
connections between our Data Center and our travel vendor and subscriber
customers. If any of the communications companies are unable to provide the
network connections and our contingency plans fail, our business would suffer.
An Increase in Direct Access to Travel Vendors Could Hurt Our Business
Travel vendors have increasingly been providing direct access to their
reservation systems through their web sites, which potentially bypass CRSs. A
significant increase in direct access to travel vendors may divert bookings away
from our CRSs, which could have a material adverse effect on our results of
operations.
Our Expansion Into Developing and New CRS Markets Could Encounter Unforeseen
Difficulties
We intend to expand our global distribution by penetrating and
developing new CRS markets. These markets generally exhibit lower levels of
technology and less developed communications infrastructures than mature CRS
markets. We may face different cost structures in these markets from those that
exist elsewhere. In particular, communications costs in new and developing CRS
markets may be higher than in mature markets. Furthermore, in attempting to
penetrate these markets, we may encounter other challenges inherent in
international expansion, including hiring and training qualified employees,
consumer acceptance of our technology, governmental approvals, trade and tariff
barriers and political risk. If we are unable to respond to these risks, we may
not be able to effectively pursue our strategy of penetrating these markets or
may not be able to derive sufficient benefit from expansion into these markets.
6
<PAGE>
ABOUT GALILEO
We are one of the world's leading providers of electronic global
distribution services for the travel industry utilizing a computerized
reservation system, or CRS. We provide our subscriber customers with information
and booking capability for:
more than 500 airlines,
approximately 40 car rental companies and
more than 200 hotel companies representing approximately 45,000
properties throughout the world.
In 1999, we completed approximately 350 million bookings, representing
over $60 billion in travel services. Our CRS is operated through our Data
Center, which is one of the world's largest commercial data processing
complexes. Our Data Center has a system uptime performance record of better than
99.9%.
Our subscriber customers include travel agencies and corporations and
consumers who use our self-booking products. Our travel agency subscriber
customers operate more than 171,000 computer terminals at approximately 40,000
locations in 106 countries.
We believe that, based on revenues, we are the most internationally
diversified provider of electronic global distribution services for the travel
industry. More than 58% of our 1999 global distribution revenues were derived
from bookings made by our subscriber customers outside the United States. We
believe that we have significant market share in many of the most important and
competitive markets for travel services.
Competitive Strengths
We intend to reinforce our position as a leading provider of electronic
global distribution services and to continue to capitalize on our competitive
strengths, which include:
a leading market share,
a well-balanced and global presence,
established relationships with a diverse group of travel vendors,
a technologically advanced information system,
a comprehensive offering of innovative products, and
a team of highly skilled and incentivized personnel.
7
<PAGE>
Strategy
From this base of competitive strengths, we are pursuing a strategy
that includes the following initiatives:
expanding our global distribution by increasing our subscriber
customer base,
strengthening customer loyalty through valued customer service,
leveraging our technology to meet changing customer needs,
capitalizing on opportunities created by increasing Internet use,
investing in businesses that complement our technology or core product
offerings, thereby increasing the value offered to our customers, and
continuing to improve productivity and reduce costs.
Our principal executive offices are located at 9700 West Higgins Road,
Rosemont, Illinois.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares by
the selling stockholders. All proceeds from the sale of the shares will be for
the account of the selling stockholders.
FORWARD-LOOKING STATEMENTS
Statements in this prospectus that are not strictly historical,
including statements as to plans, objectives and future performance, are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We have
based these forward-looking statements on our current expectations and
projections about future events. We undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. These forward-looking statements are
subject to risks and uncertainties that could cause actual events or results to
differ materially from the events or results expressed or implied by the
forward-looking statements. You are cautioned not to place undue reliance on
these forward-looking statements. Risks and uncertainties associated with our
forward-looking statements include, but are not limited to:
the loss and inability to replace the bookings generated by one or
more of our five largest travel agency customers;
our ability to effectively execute our sales initiatives in key
markets;
8
<PAGE>
our sensitivity to general economic conditions and events that affect
airline travel and the airlines that participate in our Apollo'r' and
Galileo'r' systems;
circumstances relating to our investment in technology, including our
ability to timely develop and achieve market acceptance of new
products;
our ability to successfully expand our operations and service
offerings in new markets, including the on-line travel market;
our ability to manage administrative, technical and operational issues
presented by our expansion plans and acquisitions of other businesses;
the results of our international operations and expansion into
developing and new computerized reservation system markets,
governmental approvals, trade and tariff barriers, and political
risks;
new or different legal or regulatory requirements governing the CRS
industry; and
natural disasters or other calamities that may cause significant
damage to our Data Center facility.
SELLING STOCKHOLDERS
The following table provides certain information as of the date of this
prospectus regarding each selling stockholder's ownership of common stock and as
adjusted assuming the sale of all of the shares offered by this prospectus. All
of the shares being offered by the selling stockholders were acquired from us in
March 2000 in connection with the acquisition of Trip.com, Inc. by us. The
shares were issued pursuant to an exemption from the registration requirements
of the Securities Act of 1933. The shares are being registered by us pursuant to
a Merger Agreement dated February 7, 2000, among us, Trip.com and Galileo
Acquisition Co., in order to permit public secondary trading in the shares, and
the selling stockholders may offer the shares from time to time. The selling
stockholders have not had a material relationship with us within the past three
years other than as a result of the ownership of the shares.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
OWNED BENEFICIALLY NUMBER OF SHARES OWNED BENEFICIALLY
THE SELLING STOCKHOLDERS BEFORE THE OFFERING* BEING OFFERED AFTER THE OFFERING
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard Arzaga 23,548 8,630 14,918
Gilbert Asakawa 90 45 45
Kevin Blankenship 15,519 7,759 7,760
Donna Crafton 553 276 277
Lisa Crispin 3,040 1,026 2,014
Amy Davis 447 138 309
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
OWNED BENEFICIALLY NUMBER OF SHARES OWNED BENEFICIALLY
THE SELLING STOCKHOLDERS BEFORE THE OFFERING* BEING OFFERED AFTER THE OFFERING
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Patricia DeFazio 18,335 8,448 9,887
Matthew Doull 4,831 2,415 2,416
Christopher Feinstein 575 200 375
Roger George 16,747 8,373 8,374
The Latta Family Trust 4,187 2,093 2,094
Steven Graese 9,203 3,268 5,935
James Gregory 41,692 16,354 25,338
Charles J. Grimes 1,705 852 853
Jenna Hamrick 432 216 216
Russell Heithoff 3,300 1,147 2,153
Linda Hess 238 78 160
Jennifer Hofmeister 285 142 143
Maya Iyengar 44,382 19,676 24,706
Julie Jacobs 3,220 1,610 1,610
Regina Keating 20,934 10,467 10,467
Karen Kerchis 2,328 867 1,461
Ronald L. Kilgore 60 30 30
Qingping Kong 9,127 3,472 5,655
David Loy 3,471 1,735 1,736
Vince Maes 804 402 402
Charles McCoy 2,446 724 1,722
Douglas Meer 6,068 3,034 3,034
Maria S. Mingo-Ordonez 211 105 106
Sasha Minor 6,497 2,359 4,138
Terry Niner 6,978 3,489 3,489
Pamela Osborne 8,588 4,294 4,294
Levi Reep 2,563 886 1,677
Aaron Reid 11,776 2,053 9,723
David Shafer 1,826 913 913
Irene Sher 851 282 569
William Skolout 61,796 30,898 30,898
Steven Strobel 730 236 494
Roxana Thompson 3,501 1,751 1,750
Brian Thomson 462,945 201,292 261,653
Cynthia Toenjes 715 231 484
Antoine Toffa 597,433 298,717 298,716
Donna Tyacke 7,652 2,838 4,814
Thomas Wilson 44,337 19,475 24,862
Mike Wilson 8,033 2,893 5,140
Alicia Yanik 905 453 452
MediaOne (AT&T) 1,932,400 966,200 966,200
Hollinger Digital, Inc. 1,136,705 568,353 568,352
John J. Baker 42,021 21,011 21,010
John J. Baker CRUT 42,734 21,367 21,367
Edward J. Baker Family Trust 62,008 31,004 31,004
Harriet B. Baker Exempt Trust 21,095 10,548 10,547
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
OWNED BENEFICIALLY NUMBER OF SHARES OWNED BENEFICIALLY
THE SELLING STOCKHOLDERS BEFORE THE OFFERING* BEING OFFERED AFTER THE OFFERING
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Stephen E. Baker 39,301 19,651 19,650
Norwest Bank CO as Escrow Agent 41,431 20,716 20,715
i:FAO 828,645 414,323 414,322
---------- ---------- ---------
Total 5,611,244 2,749,815 2,861,429
</TABLE>
*Includes shares such persons have the right to acquire within 60 days of
May 5, 2000 pursuant to the exercise of stock options.
PLAN OF DISTRIBUTION
Any or all of the shares offered hereby may be sold from time to time,
in one or more transactions, on the NYSE, the Chicago Stock Exchange or on any
other exchange on which the shares are listed or traded, in the over-the-counter
market or otherwise. Such sales may be made at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. To the extent required, this prospectus may be amended
or supplemented from time to time to describe a specific plan of distribution.
In addition, any or all of the shares that qualify for sale pursuant to Rule 144
might be sold under Rule 144 rather than pursuant to this prospectus. The
selling stockholders will act independently of us in making decisions with
respect to the timing, manner and size of each sale.
In effecting sales, brokers, dealers or agents engaged by the selling
stockholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
selling stockholders in amounts to be negotiated prior to the sale. Such
brokers, dealers and any other participating brokers or dealers may be deemed to
be "underwriters" within the meaning of the Securities Act in connection with
such sales, and any such commissions, discounts or concessions may be deemed to
be underwriting discounts or commissions under the Securities Act. We will pay
all expenses incident to the offering and sale of the shares to the public other
than any commissions and discounts of underwriters, dealers or agents and any
transfer taxes.
In order to comply with the securities laws of certain states, if
applicable, the shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers.
We have advised the selling stockholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates.
In addition, we will make copies of this prospectus available to the selling
stockholders and have informed them of the need for delivery of copies of this
prospectus to purchasers at or prior to the time of any sale of the shares
offered hereby. The selling stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of shares is made, if required, a
prospectus supplement will be distributed that will set forth the number of
shares being offered and the terms of the offering,
11
<PAGE>
including the name of any underwriter, dealer or agent, the purchase price paid
by any underwriter, any discount, commission and other item constituting
compensation, any discount, commission or concession allowed or reallowed or
paid to any dealer, and the proposed selling price to the public.
The sale of shares by the selling stockholders is subject to compliance
by the selling stockholders with certain contractual restrictions with us. There
can be no assurance that the selling stockholders will sell all or any of the
shares.
We have agreed with the selling stockholders to use our reasonable
efforts to keep the registration statement of which this prospectus constitutes
a part effective for up to 90 days following the effective date of such
registration statement. We intend to de-register any of the shares not sold by
the selling stockholders at the end of such 90 day period.
LEGAL OPINION
For the purposes of this offering, Anthony C. Swanagan, our Senior Vice
President and General Counsel, is giving his opinion on the legality of the
shares being registered. As of the date of this prospectus, Mr. Swanagan owns no
shares of Galileo common stock and has the right to acquire under options 4,235
shares of Galileo common stock in the next 60 days.
EXPERTS
The consolidated balance sheets of Galileo International, Inc. and
subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 1999 have been incorporated by
reference in this prospectus and the registration statement in reliance upon the
report of KPMG LLP, independent accountants, given on the authority of that firm
as experts in accounting and auditing.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The costs of issuance and distribution will be borne by the Registrant
and are estimated to be:
<TABLE>
<S> <C>
SEC Registration Fee $16,084
----------
Blue Sky Expenses --
----------
Transfer Agent Fees --
----------
Accounting Fees and Expenses 3,500
----------
Legal Fees and Expenses 7,500
----------
Printing 500
----------
Miscellaneous 500
----------
TOTAL $28,084
===========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides, in
summary, that directors and officers of Delaware corporations are entitled,
under certain circumstances, to be indemnified against all expenses and
liabilities (including attorneys' fees) incurred by them as a result of suits
brought against them in their capacity as a director or officer, if they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the Registrant, and, with respect to any criminal
action or proceeding, if they had no reasonable cause to believe their conduct
was unlawful; provided that no indemnification may be made against expenses in
respect of any claim, issue or matter as to which they shall have been adjudged
to be liable to the Registrant, unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, they are fairly and reasonable entitled to indemnity for such expenses
which the court shall deem proper. Any such indemnification may be made by the
Registrant only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. The Registrant's Restated Certificate of
Incorporation provides for such limitation of liability.
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<PAGE>
The Registrant's Restated Certificate of Incorporation provides that no
director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) for any breach of the director's duty of loyalty to
the Registrant or its stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (iii) in
respect of certain unlawful dividend payments or stock redemptions or purchases;
or (iv) for any transaction from which the director derived an improper personal
benefit.
The Registrant's Restated Certificate of Incorporation and Restated
By-Laws provide for indemnification of its directors and officers to the fullest
extent permitted by Delaware law, as the same may be amended from time to time.
In addition, the Registrant maintains liability insurance for its
directors and officers.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
4.01 Specimen Common Stock Certificate.
5.01 Opinion of Anthony C. Swanagan, Esq., Senior Vice President
and General Counsel of Galileo International, Inc.,
regarding the legality of the Common Stock.
23.01 Consent of KPMG LLP.
23.02 Consent of Anthony C. Swanagan, Esq., Senior Vice President and
General Counsel (included in Exhibit 5.01).
24.01 Power of Attorney.
</TABLE>
ITEM 17. 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 1933 Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the 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) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
II-2
<PAGE>
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in this Registration
Statement; and
(iii) To include 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 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; and
(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 1933 Act, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's Annual Report
pursuant to Section 15(d) of the 1934 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 1933
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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 Registrant 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 1933 Act and will be governed by the final
adjudication of such issue.
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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-3 and has duly caused this Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rosemont, State of
Illinois, on the 8th day of June, 2000.
GALILEO INTERNATIONAL, INC.
By: /S/ JAMES E. BARLETT
------------------------------
James E. Barlett
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated on the 8th day of June, 2000.
<TABLE>
SIGNATURE TITLE
<S> <C>
/S/ JAMES E. BARLETT Chairman, President and
-------------------------------- Chief Executive Officer
James E. Barlett (principal executive officer)
/S/ CHERYL BALLENGER Executive Vice President,
-------------------------------- Chief Financial Officer and Treasurer
Cheryl Ballenger (principal financial and accounting officer)
/S/ ANTHONY C. SWANAGAN Senior Vice President,
-------------------------------- General Counsel and Secretary
Anthony C. Swanagan
</TABLE>
II-4
<PAGE>
<TABLE>
SIGNATURE TITLE
<S> <C>
/S/ GRAHAM W. ATKINSON* Director
--------------------------------
Graham W. Atkinson
/S/ WIM DIK* Director
--------------------------------
Wim Dik
/S/ MINA GOURAN* Director
--------------------------------
Mina Gouran
/S/ GEORGES P. SCHORDERET* Director
--------------------------------
Georges P. Schorderet
/S/ ANDREW P. STUDDERT* Director
--------------------------------
Andrew P. Studdert
/S/ KENNETH WHIPPLE* Director
--------------------------------
Kenneth Whipple
</TABLE>
Anthony C. Swanagan, by signing his name hereto, does sign and execute
this Amendment No. 1 to the Registration Statement on behalf of the above-named
officers and directors of Galileo International, Inc. on the 8th day of June,
2000, pursuant to powers of attorney executed on behalf on each of such officers
and directors and previously filed with the Securities and Exchange Commission.
*By: /s/ Anthony C. Swanagan
------------------------
Anthony C. Swanagan
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION SEQUENTIALLY
NUMBER NUMBERED
PAGE
<S> <C>
4.01 Specimen Common Stock Certificate (incorporated herein by *
reference to the Registrant's Form 8-A (File No. 1-13153) filed on
July 1, 1997)......................................................
5.01 Opinion of Anthony C. Swanagan, Esq., Senior Vice President and **
General Counsel of Galileo International, Inc., regarding the
legality of the Common Stock.......................................
23.01 Consent of KPMG LLP................................................
23.02 Consent of Anthony C. Swanagan, Esq., Senior Vice President and **
General Counsel (included in Exhibit 5.01) ........................
24.01 Power of Attorney.................................................. **
</TABLE>
---------------
* Incorporated by reference.
** Previously filed
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