<PAGE>
As filed with the Securities and Exchange Commission on May 14, 1999
Registration No. 333-___
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
CHEAP TICKETS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 99-0338363
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1440 Kapiolani Boulevard
Honolulu, Hawaii 96814
(808) 945-7439
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Cheap Tickets, Inc.
1997 Stock Option Plan
1999 Stock Incentive Plan
(Full Title of Plans)
_______________
Michael J. Hartley
Chairman of the Board, Chief Executive Officer, and President
Cheap Tickets, Inc.
1440 Kapiolani Boulevard
Honolulu, Hawaii 96814
(808) 945-7439
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
_______________
Copies to:
Henry M. Fields, Esq.
Victor H. Sim, Esq.
Morrison & Foerster LLP
555 West Fifth Street
Los Angeles, California 90013-1024
213-892-5200
___________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered Be Registered Offering Price Aggregate Offering Registration Fee
Per Share Price
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share.......... 660,800 shares $ 0.18 (1) $ 118,944 (1)
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share.......... 67,200 shares 1.57 (1) 105,504 (1)
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share.......... 6,000 shares 15.00 (1) 90,000 (1)
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share.......... 1,254,000 shares 34.25 (2) 42,949,500 (2)
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL 1,988,000 shares $43,263,948 $12,027.38
===================================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of
1933, as amended (the "Securities Act"), for the purpose of calculating the
registration fee, the proposed maximum offering price per share and the
proposed maximum aggregate offering price for shares that are subject to
outstanding options is calculated based on the exercise price of such
options.
(2) Pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act, the
proposed maximum offering price per share and the proposed maximum
aggregate offering price for shares subject to awards that have not been
issued have been determined on the basis of the average of the high and low
prices reported on the Nasdaq National Market on May 11, 1999.
In addition, pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
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Page 1 of 11 pages
The Index to Exhibits appears on page II-7
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and Note
to Part I of Form S-8.
II-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Cheap Tickets, Inc. (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference herein:
(a) The Registrant's Prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended (the "Securities Act"), related to
the Registration Statement on Form S-1 as declared effective on March
18, 1999 (File No. 333-70841).
(b) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A, as amended (File No. 000-25279).
(c) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since the end of the fiscal year covered by the audited financial
statements described in (b) above.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, filed after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document 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 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.
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 (the "DGCL") contains
detailed provisions on indemnification of directors and officers against
expenses, judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with legal proceedings. Section 102(a)(7) of
the DGCL permits a provision in the certificate of
II-2
<PAGE>
incorporation of each corporation organized thereunder, such as the Company,
eliminating or limiting, with certain exceptions, the personal liability of a
director of the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. The Certificate of Incorporation of the Company
eliminates the liability of each of its directors to its stockholders or the
Company for monetary damages for breach of fiduciary duty to the full extent
provided by the DGCL, as such law exists or may hereafter be amended.
Indemnification applies to any threatened, pending or completed action,
suit or proceeding, whether, civil, criminal, administrative or investigative.
Indemnification may include all expenses (including attorneys' fees, judgments,
fines, ERISA excise taxes and amounts paid in settlement) reasonably incurred by
the indemnified person.
The Company maintains a directors' and officers' liability and
reimbursement insurance policy intended to reimburse the Company for any
payments made by it pursuant to its indemnification obligations.
The foregoing statements are subject to the detailed provisions of Section
102(a)(7) of the DGCL and the Certificate of Incorporation of the Company, as
applicable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1* 1997 Stock Option Plan
4.2* 1999 Stock Incentive Plan
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
24.1 Power of Attorney (See page II-6)
* Incorporated by reference to exhibits filed with the Company's
Registration Statement on Form S-1 as declared effective on March 18, 1999
(File No. 333-70841).
II-3
<PAGE>
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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information 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 herein, 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 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 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item
6 above 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 by a director, officer or
II-4
<PAGE>
controlling person of the Registrant in the successful defense or 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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Cheap Tickets, Inc., 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 Honolulu, State of Hawaii, on May 14, 1999.
CHEAP TICKETS, INC.
By: /s/ Dale K. Jorgenson
-----------------------
Dale K. Jorgenson
Chief Financial Officer and Vice President
of Finance
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Michael J. Hartley and Dale
K. Jorgenson, and each of them, as his true and lawful attorneys-in-fact and
agents, jointly and severally, with full power of substitution and
resubstitution, for and in his stead, in any and all capacities, to sign on his
behalf this Registration Statement on Form S-8 and to execute any amendments
thereto (including post-effective amendments) or certificates that may be
required in connection with this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission and granting unto said attorneys-in-fact
and agents, and each of them, jointly and severally, the full power and
authority to do and perform each and every act and thing necessary or advisable
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them,
jointly or severally, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
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 May 14, 1999.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ Michael J. Hartley Chairman of the Board, Chief Executive Officer and
- -------------------------------------- President
Michael J. Hartley
/s/ F. Michael Bartholomew Chief Operating Officer
- --------------------------------------
F. Michael Bartholomew
/s/ Dale K. Jorgenson Chief Financial Officer and Vice President of
- -------------------------------------- Finance
Dale K. Jorgenson
/s/ Tammy A. Ishibashi Executive Vice President of Ticket Distribution
- --------------------------------------
Tammy A. Ishibashi
/s/ Sandra T. Hartley Vice President of Employee Relations and Director
- ---------------------------------------
Sandra T. Hartley
/s/ Giles H. Bateman Director
- --------------------------------------
Giles H. Bateman
/s/ George R. Mrkonic Director
- ---------------------------------------
George R. Mrkonic
/s/ Donald J. Phillips Director
- ---------------------------------------
Donald J. Phillips
Director
- ----------------------------------------
Cece Smith
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document
- ------ ----------
<S> <C>
4.1* 1997 Stock Option Plan
4.2* 1999 Stock Incentive Plan
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-6)
</TABLE>
* Incorporated by reference to exhibits filed with the Company's Registration
Statement on Form S-1 as declared effective on March 18, 1999 (File No. 333-
70841).
II-7
<PAGE>
EXHIBIT 5.1
May 13, 1999
Cheap Tickets, Inc.
1440 Kapiolani Boulevard
Honolulu, Hawaii 96814
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 1,988,000 shares of common
stock issuable pursuant to the Company's 1997 Stock Option Plan (the "1997
Plan") and 1999 Stock Incentive Plan (the "1999 Plan", and together with the
1997 Plan, the "1997 and 1999 Plans"). We advise you that, in our opinion, when
such shares have been issued and sold pursuant to the provisions of the 1997 and
1999 Plans and in accordance with the Registration Statement, such shares will
be duly authorized, validly issued, fully paid and non-assessable shares of the
Company's common stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto. This opinion may be incorporated by reference in
any abbreviated registration statement filed pursuant to Item E under the
general instructions to Form S-8 under the Securities Act of 1933 with respect
to the Registration Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
MORRISON & FOERSTER LLP
<PAGE>
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 15, 1999 relating to the
financial statements of Cheap Tickets, Inc., which appears in the Company's
Registration Statement on form S-1, as amended, and declared effective on March
18, 1999 (File No. 333-70841).
/s/ PRICEWATERHOUSECOOPERS LLP
Honolulu, Hawaii
May 13, 1999
