<PAGE>
As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-40378
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
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 Incorporation) (I.R.S. Employer Identification No.)
9700 WEST HIGGINS ROAD, SUITE 400
ROSEMONT, ILLINOIS 60018
(Address of Principal Executive Offices)
GALILEO INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
----------------------
ANTHONY C. SWANAGAN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
GALILEO INTERNATIONAL, INC.
9700 WEST HIGGINS ROAD, SUITE 400
ROSEMONT, ILLINOIS 60018
(Name and Address of Agent For Service)
(847) 518-4000
(Telephone Number, Including Area Code, of Agent For Service)
WITH A COPY TO:
ELIZABETH C. KITSLAAR
JONES, DAY, REAVIS & POGUE
77 WEST WACKER
CHICAGO, ILLINOIS 60601-1692
(312) 269-4114
----------------------
CALCULATION OF REGISTRATION FEE
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount To Be Offering Price Aggregate Amount Of
Title Of Securities To Be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee(3)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 500,000 $22,156 $11,078,000 $2,925.00
-------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Galileo International, Inc. Employee
Stock Purchase Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under
the Securities Act, on the basis of the average of high and low sale
prices of the shares of Common Stock, par value $.01 per share, of the
Company (the "Common Stock"), on the New York Stock Exchange, Inc. on
June 26, 2000.
(3) The registration fee was paid on June 28, 2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. These documents and the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Galileo International, Inc. (the
"Company" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the Commission on March 10, 2000.
(b) The Company's Quarterly Report on Form 10-Q for the
Quarter ended March 31, 2000, filed with the Commission on May 11,
2000.
(c) The Company's Current Report on Form 8-K filed with the
Commission on March 24, 2000, as amended on May 23, 2000.
(d) The Company's Proxy Statement for the Annual Meeting of
Stockholders held on May 18, 2000.
(e) The description of the Company's Common Stock contained in
the Company's registration statement on Form 8-A filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File
No. 1-13153) on July 1, 1997.
All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all securities offered under this Registration Statement have
been sold, or deregistering all securities then remaining unsold, are also
incorporated by reference and shall be a part hereof from the date of filing of
such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superceded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this Registration
Statement.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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 Company, 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 Company, 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 reasonably entitled to indemnity for such expenses
which the court shall deem proper. Any such indemnification may be made by the
Company 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 Corporate 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) 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 Company's Restated Certificate of Incorporation
provides for such limitation of liability.
The Company'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 Company maintains liability insurance for its
directors and officers.
2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
3.1 Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Form S-1)
3.2 Restated By-Laws (incorporated by reference to Exhibit 3.2
to the Form S-1)
3.3 Amendment No. 1 to Restated By-Laws (incorporated by
reference to Exhibit 3.1 to the Form 10-Q for the quarter
ended March 31, 2000)
4.1 Galileo International, Inc. Employee Stock Purchase Plan*
4.2 Form of Stock Purchase Agreement*
5.1 Opinion of Anthony C. Swanagan*
23.1 Consent of Anthony C. Swanagan (included in Exhibit 5.1)*
23.2 Consent of KPMG LLP*
24.1 Power of Attorney*
24.2 Certified Board of Directors' resolution
--------------
* previously filed with the Registration Statement on June 29, 2000
</TABLE>
ITEM 9. 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 Securities Act of 1933;
(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 amount would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering
3
<PAGE>
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 and price represent no more than 20% change in
the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration
Statement.
(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 Registration Statement is on Form S-3, Form S-8 or
Form F-3, and 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 Exchange
Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(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 Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act of 1934) 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
Securities Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
4
<PAGE>
SIGNATURES
The Registrant. 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 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Rosemont,
State of Illinois, on June 30, 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
Post-Effective Amendment No. 1 to Registration Statement has been signed by
the following persons in the capacities on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James E. Barlett
---------------------------------------- Chairman, President and June 30, 2000
James E. Barlett Chief Executive Officer
(principal executive officer)
/s/ Cheryl M. Ballenger*
---------------------------------------- Executive Vice President, June 30, 2000
Cheryl M. Ballenger Finance, Chief Financial
Officer and Treasurer
(principal financial and
accounting officer)
/s/ Anthony C. Swanagan*
---------------------------------------- Director, Senior Vice June 30, 2000
Anthony C. Swanagan President, General Counsel
and Secretary
/s/ Graham W. Atkinson*
---------------------------------------- Director June 30, 2000
Graham W. Atkinson
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Wim Dik* Director June 30, 2000
----------------------------------------
Wim Dik
/s/ Mina Gouran* Director June 30, 2000
----------------------------------------
Mina Gouran
/s/ Georges P. Schorderet* Director June 30, 2000
----------------------------------------
Georges P. Schorderet
/s/ Kenneth Whipple* Director June 30, 2000
----------------------------------------
Kenneth Whipple
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Galileo
International, Inc. Employee Stock Purchase Plan has duly caused this
Post-Effective Amendment No. 1 to Registration Statement to be signed on behalf
of the undersigned, thereunto duly authorized, in the City of Rosemont, State of
Illinois, on June 30, 2000.
GALILEO INTERNATIONAL, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Kenneth Whipple*
---------------------------
Kenneth Whipple
Committee Member
* James E. Barlett, the undersigned attorney-in-fact, by signing his name
hereto, does hereby sign and execute this Post-Effective Amendment No. 1 to
Registration Statement on behalf of the above indicated Registrant and
officers and directors (constituting a majority of the directors) and Plan
pursuant to a Power of Attorney filed with the Securities and Exchange
Commission.
June 30, 2000 By: /s/ James E. Barlett
---------------------------
James E. Barlett
Chairman, Chief-Executive
Officer and President
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
-------------- ----------- -------------
<S> <C> <C>
3.1 Restated Certificate of Incorporation (incorporated by N/A
reference to Exhibit 3.1 to the Form S-1)
3.2 Restated By-Laws (incorporated by reference to N/A
Exhibit 3.2 to the Form S-1)
3.3 Amendment No. 1 to Restated By-Laws (incorporated by N/A
reference to Exhibit 3.1 of the Form 10-Q for the
quarter ended March 31, 2000)
4.1 Galileo International, Inc. Employee Stock Purchase previously filed
Plan
4.2 Form of Stock Purchase Agreement previously filed
5.1 Opinion of Anthony C. Swanagan previously filed
23.1 Consent of Anthony C. Swanagan (included in Exhibit previously filed
5.1)
23.2 Consent of KPMG LLP previously filed
24.1 Power of Attorney previously filed
24.2 Certified Board of Directors' resolution 8
</TABLE>
7
