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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1999
REGISTRATION NO. 333-77071
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
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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<S> <C> <C>
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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<S> <C>
GUY KERR ERIC J. LOUMEAU
WHIT ROBERTS DENNIS A. CALDERON
Locke Liddell & Sapp LLP Cooley Godward LLP
2200 Ross Avenue, Suite 2200 4365 Executive Drive, Suite 1100
Dallas, Texas 75201 San Diego, California 92121
(214) 740-8000 (619) 550-6000
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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 the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following. [ ]
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. [ ]
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] 333-77071
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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, $.01 par value per share.......... 287,500 Shares $40.00 $11,500,000 $3,197
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Rights To Purchase Series A Preferred Stock..... (3) (3) (3) (3)
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(1) Includes 37,500 shares that the underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act. The registration fee
is calculated upon the basis of the average of the high and low prices
reported on the Nasdaq National Market on May 6, 1999.
(3) There are hereby registered Rights to Purchase Series A Preferred Stock
("Rights"), which Rights (i) are related to shares of Common Stock in the
ratio of one Right to one share, (ii) are not evidenced by separate
certificates and (iii) may not be transferred except upon transfer of the
related shares of Common Stock. The value attributable to the Rights is
reflected in the market value of the related shares of Common Stock and
therefore, the inclusion of the Rights does not increase the proposed
maximum offering price under this Registration Statement. Consequently, no
additional registration fee is payable for the registration of the Rights.
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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-3 (Reg. No. 333-77071) filed by Pegasus Systems, Inc., (the
"Company") with the Securities and Exchange Commission on April 27, 1999, as
amended by Amendment No. 1 thereto filed on May 3, 1999 which was declared
effective May 6, 1999, are incorporated herein by reference.
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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 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 May, 1999.
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 and on May 6, 1999.
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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/ MICHAEL A. BARNETT* Director
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Michael A. Barnett
/s/ ROBERT B. COLLIER* Director
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Robert B. Collier
/s/ WILLIAM C. HAMMETT, JR.* Director
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William C. Hammett, Jr.
/s/ THOMAS F. O'TOOLE* Director
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Thomas F. O'Toole
/s/ MARK C. WELLS* Director
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Mark C. Wells
/s/ BRUCE W. WOLFF* Director
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Bruce W. Wolff
*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 Liddell & Sapp LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Belew Averitt LLP
23.3 Consent of Locke Liddell & Sapp LLP
(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-3, as amended, Reg. No. 333-77071.
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EXHIBIT 5.1
May 6, 1999
Pegasus Systems, Inc.
3811 Turtle Creek Blvd.
Suite 1100
Dallas, Texas 75219
Re: Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel for Pegasus Systems, Inc., a Delaware
corporation (the "Company"), in connection with the registration of up to
287,500 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-3 (Reg. No. 333-77071) which was declared effective on May
6, 1999 (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 LIDDELL & SAPP LLP
/s/ LOCKE LIDDELL & SAPP LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-3 of Pegasus Systems, Inc. of our report dated
February 2, 1999, relating to the financial statements of Pegasus Systems, Inc.,
which appears in such Prospectus. We also consent to the application of such
report to the Financial Statement Schedule for the year ended December 31, 1998
listed under Item 16(b) of this 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 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
PricewaterhouseCoopers LLP has not prepared or certified such "Selected
Consolidated Financial Data."
/s/ PRICEWATERHOUSECOOPERS LLP
Pricewaterhousecoopers LLP
Dallas, Texas
May 6, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-3 of Pegasus Systems, Inc. to the reference to
us under the heading of "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."
/s/ BELEW AVERITT LLP
Belew Averitt LLP
Dallas, Texas
May 6, 1999
