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As filed with the Securities and Exchange Commission on May 28, 1999
Registration No. ___
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NAVIGANT INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Delaware 52-2080967
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
84 Inverness Circle East, Englewood, Colorado 80112-5314
(Address of Principal Executive Offices and Zip Code)
NAVIGANT INTERNATIONAL, INC.
1998 STOCK INCENTIVE PLAN
(Full title of plan)
Edward S. Adams
Chairman of the Board, Chief Executive Officer and President
Navigant International, Inc.
84 Inverness Circle East
Englewood, Colorado 80112-5314
(Name and address of agent for service)
(303) 706-0800
(Telephone number, including area code, of agent for service)
Copy to: Holland & Hart LLP
Attn: Mark D. Ebel, Esq.
555 Seventeenth Street, Suite 3200
Denver, Colorado 80202
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities Amount to be maximum offering price maximum aggregate Amount of
to be registered registered (1) per share offering price registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 3,890,985 8.0625 (2) $31,371,067 $8,721
(par value .001 per
share)
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus such indeterminate number of shares as may be issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of 1933.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee and based on the
average of the high and low sales prices for the Registrant's common stock
as reported on the Nasdaq National Market on May 27, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This registration statement relates to the registration of 3,890,985 shares
of Common Stock, $.001 par value per share, of Navigant International, Inc. (the
"Company"), issuable pursuant to options granted pursuant to the Navigant
International, Inc. 1998 Stock Incentive Plan (the "Plan"). The documents
containing the information required by Part I of Form S-8 will be sent or given
to participants in the Plan as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act"). In reliance on Rule 428, such
documents (i) are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424, and (ii) along with
the documents incorporated by reference into this registration statement
pursuant to Item 3 of Part II hereof, constitute prospectuses (the
"Prospectuses") that meet the requirements of Section 10(a) of the Securities
Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents are hereby incorporated by reference in this
registration statement:
(1) The Company's Annual Report on Form 10-K, filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), for the year ended December 27, 1998.
(2) The Company's Quarterly Report on Forms 10-Q, filed pursuant to
Section 13 or 15(d) of the Exchange Act for the quarter ended March
31, 1999.
(3) All other reports filed by the Company pursuant to Section 13 or
15(d) of the Exchange Act since December 27, 1998.
(4) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (SEC File No. 333-47503)
filed with the Commission on February 19, 1998, as amended by
Amendment No. 1 to the Registration Statement filed on May 5, 1998,
Amendment No. 2 to the Registration Statement filed on May 18, 1998,
Amendment No. 3 to the Registration Statement filed on June 4, 1998
and as may be further amended (File No. 333-46539) and the Prospectus
forming a part of the Registrant's Registration Statement on Form S-1
filed with the Securities and Exchange Commission on March 6, 1998, as
amended by Amendment No. 1 to the Registration Statement filed on May
7, 1998, Amendment No. 2 to the Registration Statement filed on May
18, 1998, Amendment No. 3 to the Registration Statement filed on June
4, 1998 and as may be further amended (File No. 333-47503)
(collectively referred to hereafter as the "Registration Statement").
All documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Exchange Act subsequent to the date of this registration statement,
and prior to the filing of a post-effective amendment which indicates that all
shares offered hereby have been sold or which deregisters all shares then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents. Any statement contained in the Prospectus, this registration
statement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
the Prospectus and this registration statement to the extent that a statement
contained in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus or this registration
statement.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Article Eight of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall indemnify its directors and
officers to the fullest extent permitted by the General Corporation Law of the
State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against
3
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expenses (including attorney's fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors, officers, employees or
agents in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors, officers, employees or
agents are fairly and reasonably entitled to indemnity for such expenses despite
such adjudication of liability.
Article Seven of the Company's Amended and Restated Certificate of
Incorporation states that directors of the Company will not be liable to the
Company or it stockholders for monetary damages for any breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware, which makes directors liable for unlawful dividends or unlawful stock
repurchases or redemptions or (iv) for any transaction from which the director
derived an improper personal benefit.
Article IV of the Company's Bylaws provides that the Company shall
indemnify its officers and directors (and those serving at the request of the
Company as an officer or director of another corporation, partnership, joint
venture, trust or other enterprise), and may indemnify its employees and agents
(and those serving at the request of the Company as an employee or agent of
another corporation, partnership, joint venture, trust or other enterprise),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred, if such officer, director,
employee or agent acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. In a derivative action, indemnification shall be limited to
expenses (including attorneys' fees) actually and reasonably incurred by such
officer, director, employee or agent in the defense or settlement of such action
or suit, an no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Company unless and only to the extent that the Delaware Court of Chancery or 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, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.
Unless the Board of Directors of the Company otherwise determines in a
specific case, expenses incurred by an officer or director in defending a civil
or criminal action, suit or proceeding shall be paid by the Company in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the officer or director to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Company.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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Exhibit No. Description.
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4
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4.1 Amended and Restated Certificate of Incorporation,
incorporated by reference to Exhibit 3.1 to Amendment No. 3
to the Company's Registration Statement on Form S-1 (SEC
File No. 333-46539), as filed with the Commission on June 4,
1998.
4.2 Bylaws, incorporated by reference to Exhibit 3.2 to
Amendment No. 3 to the Company's Registration Statement on
Form S-1 (SEC File No. 333-46539), as filed with the
Commission on June 4, 1998.
4.3 Navigant International, Inc. 1998 Stock Incentive Plan,
including forms of award agreements under the Incentive
Plan, incorporated herein by reference to Exhibit 10.11 to
Amendment No. 3 to the Company's Registration Statement on
Form S-1 (SEC File No. 333-46539), as filed with the
Commission on June 4, 1998.
5.1 Opinion of Holland & Hart LLP, counsel for the Company.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Holland & Hart LLP (contained in their opinion
filed as Exhibit 5.1).
Item 9. Undertakings.
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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;
(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;
(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 or Form S-8, 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 the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
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 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 therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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Insofar as indemnification for liabilities arising under the Securities 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 Securities 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 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 Securities Act and will be governed by the final
adjudication of such issue.
6
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on May 28, 1999.
NAVIGANT INTERNATIONAL, INC.
By: /s/ Edward S. Adams
--------------------------------
Edward S. Adams, Chairman, Chief
Executive Officer and President
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Date Name and Title
- ---- --------------
May 28, 1999 /s/ Edward S. Adams
---------------------------------
Edward S. Adams,
Director, Chairman of the Board,
Chief Executive Officer and President
(Principal Executive Officer)
May 28, 1999 /s/ Robert C. Griffith
---------------------------------
Robert C. Griffith,
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
May 28, 1999 /s/ Thomas Nulty
---------------------------------
Thomas Nulty,
Chief Operating Officer
May 28, 1999 /s/ Eugene A. Over, Jr.
---------------------------------
Eugene A. Over, Jr.,
General Counsel and Secretary
May 28, 1999 /s/ Johnathan J. Ledecky
---------------------------------
Johnathan J. Ledecky,
Director
May 28, 1999 /s/ Vassilios Sirpolaidis
---------------------------------
Vassilios Sirpolaidis,
Director
May 28, 1999 /s/ Ned A. Minor
---------------------------------
Ned A. Minor,
Director
May 28, 1999 /s/ D. Craig Young
---------------------------------
D. Craig Young,
Director
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EXHIBITS INDEX
Exhibit No. Description.
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4.1 Amended and Restated Certificate of Incorporation,
incorporated by reference to Exhibit 3.1 to Amendment No. 3
to the Company's Registration Statement on Form S-1 (SEC
File No. 333-46539), as filed with the Commission on June 4,
1998.
4.2 Bylaws, incorporated by reference to Exhibit 3.2 to
Amendment No. 3 to the Company's Registration Statement on
Form S-1 (SEC File No. 333-46539), as filed with the
Commission on June 4, 1998.
4.3 Navigant International, Inc. 1998 Stock Incentive Plan,
including forms of award agreements under the Incentive
Plan, incorporated herein by reference to Exhibit 10.11 to
Amendment No. 3 to the Company's Registration Statement on
Form S-1 (SEC File No. 333-46539), as filed with the
Commission on June 4, 1998.
5.1 Opinion of Holland & Hart LLP, counsel for the Company.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Holland & Hart LLP (contained in their opinion
filed as Exhibit 5.1).
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Exhibit 5.1
May 28, 1999
Board of Directors
Navigant International, Inc.
84 Inverness Circle East
Englewood, CO 80112-5314
To the Board of Directors:
As counsel for Navigant International Inc. (the "Company"), a Delaware
corporation, we have examined and are familiar with its Certificate of
Incorporation, its Bylaws and its various corporate records and procedures
relating to its incorporation. We are also familiar with the procedures taken
by the Board of Directors of the Company to adopt the Navigant International
Inc. 1998 Stock Incentive Plan (the "Plan"), effective June 9, 1998. Pursuant
to the terms and conditions set forth in the Plan, the Company may issue and
sell up to 3,890,985 shares of its Common Stock (par value $.001 per share),
respectively, subject to possible adjustment, to eligible employees or outside
directors of the Company and its subsidiaries. The Plan was ratified and
approved by the stockholders of the Company. We also have examined such other
matters and have made such other inquiries as we deem relevant to our opinions
expressed below.
We are of the opinion that the total 3,890,985 shares of Common Stock of
the Company, issued in accordance with the Plan, which has been approved by the
stockholders, will be legally issued and validly outstanding shares of the
Common Stock of the Company, fully paid and non-assessable; provided, that the
consideration for each share is not less than the par value thereof.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Company's Registration Statement on
Form S-8 in connection with the Plan, and any amendments thereto.
Very truly yours,
Holland & Hart LLP
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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-8 of our report dated February 19, 1999 relating to the
consolidated financial statements of Navigant International, Inc. for the year
ended December 27, 1998.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Denver, Colorado
May 27, 1999
