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As filed with the Securities and Exchange Commission on January 14, 1999
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLOBAL VACATION GROUP, INC.
-------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 13-1894567
- ---------------------------------- -------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1420 NEW YORK AVENUE, N.W., SUITE 550
WASHINGTON, D.C. 20005
(Address of principal executive offices)
GLOBAL VACATION GROUP, INC. 1998 STOCK OPTION PLAN
(Full title of the plans)
ROGER H. BALLOU
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GLOBAL VACATION GROUP, INC.
1420 NEW YORK AVENUE, N.W., SUITE 550
WASHINGTON, D.C. 20005
(202) 347-1800
-----------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)
Copy to:
DAVID B.H. MARTIN, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
(202) 637-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================== ================== ======================= ====================== ========================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share (1) offering price (1) registration fee (1)
- ---------------------- ------------------ ----------------------- ---------------------- ------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE $.01 2,000,000 $12.59 $25,180,000 $7,001
====================== ================== ======================= ====================== ========================
</TABLE>
(1) Estimated pursuant to Rules 457(c) and (h) solely for purposes of
calculating the amount of the registration fee. The proposed maximum offering
price per share was determined by calculating the weighted average exercise
price of (i) 1,637,819 shares of the Registrant's Common Stock being offered
under outstanding options at a weighted average exercise price of $13.22 and
(ii) 362,181 shares of the Registrant's Common Stock being offered at an
estimated exercise price of $9.75 based on the average of the high and low
prices per share of the Registrant's Common Stock as reported on January 7,
1999 on The New York Stock Exchange, which date is within 5 business days prior
to the date of the filing of this Registration Statement.
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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 employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
the instructions to Part I of Form S-8, such documents will not be 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 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Global Vacation Group, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents filed by it
with the Commission:
(a) The Registrant's final prospectus dated July 31, 1998 as filed
with the Commission pursuant to Rule 424(b) of the Securities
Act;
(b) The description of the Registrant's Common Stock, par value
$.01 per share (the "Common Stock"), contained in the
Registrant's Registration Statement on Form 8-A as filed with
the Commission on July 28, 1998;
(c) The Registrant's quarterly report on Form 10-Q for the three
months ended June 30, 1998 as filed with the Commission on
September 14, 1998; and
(d) The Registrant's quarterly report on Form 10-Q for the three
months ended September 30, 1998 as filed with the Commission
on November 12, 1998.
In addition, all documents and reports filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of
such documents or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Sections 721 through 725 of the Business Corporation Law of the
State of New York (the "NYBCL"), the Registrant has broad powers to indemnify
its directors, officers and other employees. These sections (i) provide that the
statutory indemnification and advancement of expenses provisions of the NYBCL
are not exclusive, provided that no indemnification may be made to or on behalf
of any director or officer if a judgment or other final adjudication adverse to
the director or officer establishes that his or her acts were committed in bad
faith or were the result of active and deliberate dishonesty and were material
to the cause of action so adjudicated, or that he or she personally gained in
fact a financial profit or other advantage to which he or she was not legally
entitled, (ii) establish procedures for indemnification and advancement of
expenses that may be contained in the certificate of incorporation or bylaws,
or, when authorized by either of the foregoing, set forth in a resolution of the
shareholders or directors or an agreement providing for indemnification and
advancement of expenses, (iii) apply a single standard for statutory
indemnification for third-party and derivative suits by providing that
indemnification is available if the director or officer acted in good faith, for
a purpose which he or she reasonably believed to be in the best interests of the
corporation, and in criminal actions, had no reasonable cause to believe that
his or her conduct was unlawful and (iv) permit the advancement of litigation
expenses upon receipt of an undertaking to repay such advance if the director or
officer is ultimately determined not to be entitled to indemnification or to the
extent the expenses advanced exceed the indemnification to which the director or
officer is entitled. Section 726 of the NYBCL permits the purchase of insurance
to indemnify a corporation or its officers and directors to the extent
permitted.
As permitted by Section 721 of the NYBCL, the Registrant's Amended and
Restated By-laws (the "By-laws") provide that the Registrant shall indemnify its
officers and directors, as such, to the fullest extent permitted by applicable
law, and that expenses reasonably incurred by any such officer or director in
connection with a threatened or actual action or proceeding shall be advanced or
promptly reimbursed by the Registrant in advance of the final disposition of
such action or proceeding under the circumstances permitted by the NYBCL.
The Registrant's Restated Certificate of Incorporation further provides
that no director of the Registrant shall be held personally liable to the
Registrant or its shareholders for damages for any breach of duty in his or her
capacity as a director unless a judgment or other final adjudication adverse to
such director establishes that (i) such director's acts or omissions were in bad
faith or involved intentional misconduct or a knowing violation of law, (ii)
such director personally gained in fact a financial profit or other advantage to
which such director was not legally entitled or (iii) such director's acts
violated Section 719 of the NYBCL.
The Registrant has purchased directors' and officers' liability
insurance on behalf of its directors and officers.
* * *
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
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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 Securities Act and will be governed by
the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q (File No. 1-14353), as
filed with the Commission on September 14, 1998 and
incorporated herein by reference)
4.2 Amended and Restated Bylaws of the Registrant (filed
as Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (File No. 333-52673) and
incorporated herein by reference)
4.3 Form of Common Stock Certificate of the Registrant
(filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form 8-A (File No.
1-14353), as filed with the Commission on July 28,
1998 and incorporated herein by reference)
4.4 Global Vacation Group, Inc. 1998 Stock Option Plan (filed
as Exhibit 10.14 to the Registrant's Registration
Statement on Form S-1 (File No. 333-52673) and
incorporated herein by reference)
5.1 Opinion of Hogan & Hartson L.L.P. regarding the
legality of the securities being registered
23.1 Consent of Arthur Andersen LLP (Financial Statements
of the Registrant)
23.2 Consent of Arthur Andersen LLP (Financial Statements
of Classic Custom Vacations, Inc.)
23.3 Consent of Arthur Andersen LLP (Financial Statements
of Haddon Holidays, Inc.)
23.4 Consent of Deloitte & Touche LLP (Financial
Statements of Classic Custom Vacations, Inc.)
</TABLE>
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<TABLE>
<S> <C>
23.5 Consent of PricewaterhouseCoopers LLP (Financial
Statements of MTI Vacations, Inc.)
23.6 Consent of Hogan & Hartson L.L.P. (included in
Exhibit 5.1)
24.1 Power of Attorney (included at page 8)
</TABLE>
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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;
(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 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 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in this 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
(c) The undertaking concerning indemnification is as set forth
under the response to Item 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 Washington, D.C. on the 12th day of January, 1999.
GLOBAL VACATION GROUP, INC.
BY: /s/ Roger H. Ballou
----------------------------------------
Roger H. Ballou
Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roger H. Ballou and Walter S. Berman,
jointly and severally, each in his own capacity, as true and lawful
attorneys-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Roger H. Ballou Chairman and Chief Executive Officer January 12, 1999
- -------------------------------------- (Principal executive officer)
Roger H. Ballou
/s/ Walter S. Berman Executive Vice President, Finance and Chief January 12, 1999
- -------------------------------------- Financial Officer (Principal financial
Walter S. Berman and accounting officer)
/s/ Kenneth M. Duberstein
- --------------------------------------
Kenneth M. Duberstein Director January 12, 1999
/s/ Frederic V. Malek
- --------------------------------------
Frederic V. Malek Director January 12, 1999
/s/ Carl J. Rickertsen
- --------------------------------------
Carl J. Rickertsen Director January 12, 1999
/s/ James M. Sullivan
- --------------------------------------
James M. Sullivan Director January 12, 1999
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<S> <C>
4.1 Restated Certificate of Incorporation of the Registrant (filed as *
Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q (File No.
1-14353), as filed with the Commission on September 14, 1998 and
incorporated herein by reference)
4.2 Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to *
the Registrant's Registration Statement on Form S-1 (File No.
333-52673) and incorporated herein by reference)
4.3 Form of Common Stock Certificate of the Registrant (filed as Exhibit *
4.1 to the Registrant's Registration Statement on Form 8-A (File No.
1-14353), as filed with the Commission on July 28, 1998 and
incorporated herein by reference)
4.4 Global Vacation Group, Inc. 1998 Stock Option Plan (filed as Exhibit *
10.14 to the Registrant's Registration Statement on Form S-1 (File No.
333-52673) and incorporated herein by reference)
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the
securities being registered
23.1 Consent of Arthur Andersen LLP (Financial Statements of the Registrant)
23.2 Consent of Arthur Andersen LLP (Financial Statements of Classic Custom
Vacations, Inc.)
23.3 Consent of Arthur Andersen LLP (Financial Statements of Haddon
Holidays, Inc.)
23.4 Consent of Deloitte & Touche LLP (Financial Statements of Classic
Custom Vacations, Inc.)
23.5 Consent of PricewaterhouseCoopers LLP (Financial Statements of MTI
Vacations, Inc.)
23.6 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included at page 8)
</TABLE>
* Incorporated by reference.
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<PAGE> 1
EXHIBIT 5.1
HOGAN & HARTSON
L.L.P.
COLUMBIA SQUARE
555 THIRTEENTH STREET, NW
WASHINGTON, DC 20004-1109
TEL (202) 637-5600
FAX (202) 637-5910
January 12, 1999
Board of Directors
Global Vacation Group, Inc.
1420 New York Avenue, N.W.
Suite 550
Washington, DC 20005
Dear Gentlemen:
We are acting as counsel to Global Vacation Group, Inc., a New York
corporation (the "COMPANY"), in connection with its registration, pursuant to
registration statement on Form S-8 (the "REGISTRATION STATEMENT") to be filed
with the Securities and Exchange Commission, of 2,000,000 shares of the
Company's common stock, $.01 par value per share (the "SHARES"), issuable upon
the exercise of options granted under the Global Vacation Group, Inc. 1998 Stock
Option Plan (the "PLAN"). This opinion letter is furnished to you at your
request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the
Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Restated Certificate of Incorporation of the Company, as
amended, as certified by the Secretary of the Company on the
date hereof as then being complete, accurate and in effect.
<PAGE> 2
Board of Directors
Global Vacation Group, Inc.
Page 2
January 12, 1999
3. The Amended and Restated By-laws of the Company, as certified
by the Secretary of the Company on the date hereof as then
being complete, accurate and in effect.
4. A copy of the Plan, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate
and in effect.
5. Resolutions of the Board of Directors of the Company adopted
on March 30, 1998, June 24, 1998, July 7, 1998 and July 31,
1998, all as certified by the Secretary of the Company on the
date hereof as then being complete, accurate and in effect.
6. Resolutions of the shareholders of the Company adopted on June
19, 1998 and July 7, 1998, as certified by the Secretary of
the Company on the date hereof as then being complete,
accurate and in effect.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents and the conformity to authentic original documents of all
documents submitted to us as copies (including telecopies). This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the New
York Business Corporation Law. We express no opinion herein as to any other
laws, statutes, regulations or ordinances.
Based upon, subject to and limited by the foregoing, we are of the
opinion that the Shares, when issued and delivered in the manner and on the
terms contemplated in the Registration Statement and the Plan (with the
Company's having received the consideration therefor, the form of which is in
accordance with applicable law) will be validly issued, fully paid and (subject
to any liability imposed by Section 630 of the New York Business Corporation
Law) nonassessable under the New York Business Corporation Law.
<PAGE> 3
Board of Directors
Global Vacation Group, Inc.
Page 3
January 12, 1999
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
July 28, 1998 included in the Global Vacation Group, Inc. (formerly Allied Bus
Corp.) Registration Statement on Form S-1 (File No. 333-52673) and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Washington, D.C.
January 11, 1999
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
June 26, 1998 on the December 31, 1995 and 1997 consolidated financial
statements of Classic Custom Vacations included in the Global Vacation Group,
Inc. Registration Statement on Form S-1 (File No. 333-52673) and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
San Jose, California
January 11, 1999
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 13, 1998 on the financial statements of Haddon Holidays, Inc. included in
the Global Vacation Group, Inc. Registration Statement on Form S-1 (File No.
333-52673) and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Washington, D.C.
January 11, 1998
<PAGE> 1
Exhibit 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Global Vacation Group, Inc. on Form S-8 of our report dated May 21,
1997 on the financial statements of Classic Custom Vacations for the year ended
December 31, 1996, appearing in the Prospectus of Global Vacation Group, Inc.
dated July 31, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
January 11, 1999
<PAGE> 1
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8
of our report dated March 27, 1998, except for Notes 1 and 10, as to which the
date is May 1, 1998, on our audits of the financial statements of MTI Vacations
appearing in the prospectus of Global Vacation Group, Inc. dated July 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Chicago, Illinois
January 11, 1999
