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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PEGASUS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 7389 75-2605174
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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3811 TURTLE CREEK BOULEVARD, SUITE 1100
DALLAS, TEXAS 75219
(214) 528-5656
(Address, including zip code, telephone number,
including area code, of registrant's principal executive office)
JOHN F. DAVIS, III
PEGASUS SYSTEMS, INC.
3811 TURTLE CREEK BOULEVARD, SUITE 1100
DALLAS, TEXAS 75219
(214) 528-5656
(Name, address, including zip code, telephone number,
including area code, of agent for service)
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COPIES TO:
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GUY KERR KENNETH L. GUERNSEY
WHIT ROBERTS JAMIE E. CHUNG
Locke Purnell Rain Harrell MITCHELL R. TRUELOCK
(A Professional Corporation) Cooley Godward LLP
2200 Ross Avenue, Suite 2200 One Maritime Plaza, 20th Floor
Dallas, Texas 75201 San Francisco, California 94111
(214) 740-8000 (415) 693-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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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, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-28595
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE FEE
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Common Stock, $.01 par
value per share............... 246,150 $13.00 $3,199,950 $970
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (Reg. No. 333-28595) filed by Pegasus Systems, Inc. (the
"Company") with the Securities and Exchange Commission on June 5, 1997, as
amended by Amendment No. 1 thereto filed on July 11, 1997, Amendment No. 2
thereto filed on August 4, 1997, Amendment No. 3 thereto filed on August 6,
1997 and Amendment No. 4 thereto filed on August 6, 1997 which was declared
effective August 6, 1997, are incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on this 6th day of August, 1997.
PEGASUS SYSTEMS, INC.
By: /s/ RIC L. FLOYD
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Ric L. Floyd
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 6, 1997.
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SIGNATURES TITLE
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/s/ JOHN F. DAVIS, III* Chief Executive Officer, President and
- ----------------------------------------------------- Director (Principal Executive Officer)
John F. Davis, III
/s/ JEROME L. GALANT* Chief Financial Officer (Principal Financial
- ----------------------------------------------------- and Accounting Officer)
Jerome L. Galant
/s/ JOHN W. BIGGS* Director
- -----------------------------------------------------
John W. Biggs
/s/ DONALD R. DIXON* Director
- -----------------------------------------------------
Donald R. Dixon
/s/ WILLIAM C. HAMMETT, JR.* Director
- -----------------------------------------------------
William C. Hammett, Jr.
/s/ IAN MALCOLM HIGHET* Director
- -----------------------------------------------------
Ian Malcolm Highet
/s/ ROCKWELL A. SCHNABEL* Director
- -----------------------------------------------------
Rockwell A. Schnabel
/s/ PAUL J. TRAVERS* Director
- -----------------------------------------------------
Paul J. Travers
/s/ MARK C. WELLS* Director
- -----------------------------------------------------
Mark C. Wells
/s/ BRUCE WOLFF* Director
- -----------------------------------------------------
Bruce Wolff
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*By: /s/ RIC L. FLOYD
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Ric L. Floyd
Attorney-in-Fact
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INDEX TO EXHIBITS
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Exhibit
Number Description
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*1.1 Form of Underwriting Agreement
5.1 Opinion of Locke Purnell Rain Harrell
(A Professional Corporation)
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Belew Averitt LLP
23.3 Consent of Locke Purnell Rain Harrell
(A Professional Corporation) (included in
Exhibit 5.1)
*24.1 Powers of attorney
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* Incorporated by reference to the Company's Registration Statement on Form
S-1, as amended, Reg. No. 333-28595.
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EXHIBIT 5.1
(214) 740-8523
August 6, 1997
Pegasus Systems, Inc.
3811 Turtle Creek Blvd.
Suite 1100
Dallas, TX 75219
Re: Registration Statement on Form S-1
Dear Sirs:
We have acted as counsel for Pegasus Systems, Inc., a Delaware
corporation (the "Company"), in connection with the registration of up to
692,005 additional shares of the Company's Common Stock, par value $.01 per
share (the "Additional Shares") pursuant to the Registration Statement, as
amended, on Form S-1 (Reg. No. 333-28595) which was declared effective on
August 6, 1997 (the "Original Registration Statement"), and the Registration
Statement (the "Rule 462(b) Registration Statement") filed on the date hereof
under Rule 462(b) of the Securities Act of 1933, as amended, which incorporates
the Original Registration Statement by reference (the Original Registration
Statement and the Rule 462(b) Registration Statement referred to collectively as
the "Registration Statement"). We have examined such documents and questions of
law as we have deemed necessary to render the opinion expressed below.
Based upon the foregoing, we are of the opinion that the Additional
Shares, when issued and sold as described in the Registration Statement, will
be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the prospectus under
the caption "Legal Matters." In giving this consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Sincerely,
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
By: /s/ Guy Kerr
-----------------------------
Guy Kerr
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our report dated February 21, 1997, except as to Note
13, which is as of May 12, 1997 and Note 15, which is as of August 6, 1997,
relating to the financial statements of Pegasus Systems, Inc., which appears on
page F-2 of Pegasus Systems, Inc.'s previously filed Amendment No. 4 to the
Registration Statement on Form S-1 (File No. 333-28595). We also consent to
the application of such report to the Financial Statement Schedule for the year
ended December 31, 1996 listed under Item 16(b) of such previously filed
Registration Statement when such schedule is read in conjunction with the
financial statements referred to in our report. The audit referred to in such
report also included the Financial Statement Schedule. We also consent to the
references to us under the headings "Experts" and "Selected Consolidated
Financial Data" in such Prospectus. However, it should be noted that Price
Waterhouse LLP has not prepared or certified such "Selected Consolidated
Financial Data."
PRICE WATERHOUSE LLP
Dallas, Texas
August 6, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of (a) our report dated March 2, 1996, except for Note
15, as to which the date is August 6, 1997, relating to the financial
statements of Pegasus Systems, Inc. (formerly The Hotel Industry Switch Company
in 1994) and (b) our report dated April 4, 1995, except for Note 12, as to
which the date is August 21, 1995, relating to the financial statements of The
Hotel Clearing Corporation, both included in Amendment No. 4 to Form S-1 (File
No. 333-28595) of Pegasus Systems, Inc. We also consent to the application of
such reports to the Financial Statement Schedule for the years ended December
31, 1994 and 1995 listed under Item 16(b) of this Registration Statement when
such schedule is read in conjunction with the financial statements referred to
in our reports. The audits referred to in such reports also include this
schedule. We also consent to the references to us under the headings "Experts"
and "Selected Consolidated Financial Data" in such Prospectus. However, it
should be noted that Belew Averitt LLP has not prepared or certified such
"Selected Consolidated Financial Data".
Belew Averitt LLP
Dallas, Texas
August 6, 1997
