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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRAVELOCITY.COM INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 4200 BUCKINGHAM BOULEVARD 75-2855109
(State or Other MD 1400 (I.R.S. Employer
Jurisdiction of FORT WORTH, TEXAS 76155 Identification No.)
Incorporation or Tel. (817) 963-2923
Organization)
(Address of Principal Executive Offices Including Zip Code)
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TRAVELOCITY HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN,
TRAVELOCITY.COM LP EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
------------------------
TERRELL B. JONES ANDREW B. STEINBERG, ESQ.
CHIEF EXECUTIVE OFFICER EXECUTIVE VICE PRESIDENT ADMINISTRATION,
TRAVELOCITY.COM INC. GENERAL COUNSEL AND CORPORATE SECRETARY
4200 BUCKINGHAM BOULEVARD TRAVELOCITY.COM INC.
MD 1310 4200 BUCKINGHAM BOULEVARD
FORT WORTH, TEXAS 76155 MD 1310
(817) 963-2923 FORT WORTH, TEXAS 76155
(817) 963-2923
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE
TO BE REGISTERED (1) (2) PER UNIT(2) OFFERING PRICE (2) (2)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR 250,000 $45.53125 $11,382,812.50 $3,005.06
VALUE $.001 PER SHARE
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act") this Registration Statement on Form S-8 (this
"Registration Statement") also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described in this
Registration Statement.
(1) Pursuant to Rule 416(a), this Registration Statement shall also cover any
additional shares of Common Stock which become issuable under the
Travelocity Holdings Inc., Employee Stock Purchase Plan and
Travelocity.com LP, Employee Stock Purchase Plan (collectively, the
"Plans") by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration
which results in an increase in the number of the outstanding shares of
Travelocity.Com Inc. Common Stock.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based on the average
of the high and low prices of the Registrant's common stock as reported on
the Nasdaq National Market on March 9, 2000.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Travelocity.com
Inc., a Delaware corporation (the "Company"), relating to 250,000 Shares of
Common Stock, par value $.001 per share (the "Shares"), to be made available
pursuant to the terms of the Travelocity Holdings, Inc. Employee Stock Purchase
Plan and the Travelocity.com LP Employee Stock Purchase Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1 PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note
to Part 1 of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note
to Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been filed by the
Company with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference into this Registration Statement and made a
part hereof:
1. The Company's latest Prospectus filed with the Commission pursuant
to Rule 424B3 under the Securities Act of 1933, as amended, on
February 8, 2000.
2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended
(the "Exchange Act"), since the end of the fiscal year ended
December 31, 1999.
3. The description of the Shares set forth in the Company's
Registration Statement on Form S-4, filed with the Commission on
January 31, 2000, including any amendment or report filed for the
purpose of updating such description.
4. All reports and other documents that the Company subsequently
files with the Commission pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment indicating that the Company has sold all
of the securities offered under this Registration Statement or
that deregisters the distribution of all such securities then
remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement from the date that the Company
files such report or document.
The consolidated financial statements of Preview Travel included in
Preview Travel's Annual Report on Form 10-K for the year ended December 31,
1998, which is incorporated by reference to the Prospectus, have been audited by
PricewaterhouseCoopers LLP, independent auditors, as set forth in their report
included in Preview Travel's Annual Report on Form 10-K. These consolidated
financial statements are incorporated by reference in this Registration
Statement in reliance upon the report given and upon the authority of
PricewaterhouseCoopers as experts in accounting and auditing.
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Any statement contained in this Registration Statement or any report or
document incorporated into this Registration Statement by reference, however,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in a subsequently dated
report or document that is also considered part of this Registration Statement,
or in any amendment to this Registration Statement, is inconsistent with such
prior statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides for, among other things:
(a) permissive indemnification for expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by
designated persons, including directors and officers of a
corporation, in the event such persons are parties to litigation
other than stockholder derivative actions if certain conditions
are met;
(b) permissive indemnification for expenses actually and reasonably
incurred by designated persons, including directors and officers
of a corporation, in the event such persons are parties to
stockholder derivative actions if certain conditions are met;
(c) mandatory indemnification for expenses actually and reasonably
incurred by designated persons, including directors and officers
of a corporation, in the event such persons are successful on the
merits or otherwise in litigation covered by a. and b. above; and
(d) that the indemnification provided for by Section 145 shall not be
deemed exclusive of any other rights which may be provided under
any bylaw, agreement, stockholder or disinterested director vote,
or otherwise.
Travelocity.com Inc.'s restated certificate of incorporation provides
that a director shall not be personally liable to Travelocity.com Inc. or its
stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the director's duty of loyalty to
Travelocity.com Inc. or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for paying a dividend or approving a stock repurchase in violation of
Section 174 of the DGCL or (iv) for any transactions from which the director
derived an improper personal benefit.
The restated bylaws also provide that each person who was or is made a
party to, or is involved in, any action, suit or proceeding by reason of the
fact that he or she is or was a director, officer of Travelocity.com Inc. (or
was serving at the request of Travelocity.com Inc. as a director, officer,
employee or agent for another entity) shall be, and employees and agents may be,
indemnified and held harmless by Travelocity.com Inc., to the fullest extent
authorized by the DGCL, as in effect (or, to the extent indemnification is
broadened, as it may be amended) against all expense, liability or loss
reasonably incurred by such person in connection therewith. The restated bylaws
further provide that such rights to indemnification are contract rights and
shall include the right to be paid by Travelocity.com Inc. the expenses incurred
in defending the proceedings specified above, in advance of their final
disposition, provided that, if the DGCL so requires, such payment shall only by
made upon delivery to Travelocity.com Inc. by the indemnified party of an
undertaking to repay all amounts so advanced if it shall ultimately be
determined that the person receiving such payment is not entitled to be
indemnified. Travelocity.com Inc. must advance the expenses incurred by the
director or officer in defending any proceeding, within 60 days of receipt of
the request for indemnification. Such expenses, including attorneys' fees, may
be paid with respect to indemnified employees and agents, as the Board of
Directors deems appropriate. The restated bylaws provide that the right to
indemnification and to the advance payment of expenses shall not be exclusive of
any other right which any person may have or acquire under any statute,
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provision of Travelocity.com Inc.'s restated bylaws, restated certificate of
incorporation, or otherwise. The restated bylaws also provide that, subject to
the approval of a majority of the Board of Directors regarding the terms of
availability of the insurance, Travelocity.com Inc. must maintain insurance, at
its expense, to protect any of its directors and officers against any liability
arising out of his or her status as a director or officer, whether or not
Travelocity.com Inc. would have the power to indemnify the director or officer
against such liability under the restated bylaw's indemnification provision.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1 Restated Certificate of Incorporation of the Company.
(Incorporated by reference to Exhibit No. 3.2 of the
Company's Registration Statement on Form S-4 (Reg.
No. 333-95757), originally filed with the SEC on
January 31, 2000).
4.2 Restated Bylaws of the Company. (Incorporated by
reference to Exhibit No. 3.4 of the Company's
Registration Statement on Form S-4 (Reg. No.
333-95757), originally filed with the SEC on January
31, 2000).
4.3 Amended and Restated Agreement of Limited Partnership
of Travelocity.com LP. (Incorporated by reference to
Exhibit No. 10.4 of the Company's Registration
Statement on Form S-4 (Reg. No. 333-95757),
originally filed with the SEC on January 31, 2000).
5.1 Legal Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP*
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of PricewaterhouseCoopers LLP, Independent
Auditors
24.1 Power of Attorney**
*Included in Exhibit 5.1
**Included on signature page.
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING.
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, and
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(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 clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment
by those clauses is contained in periodic reports filed with or
finished to the Commission by the registrant pursuant to Section
13 or 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; and
(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. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities 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. REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8.
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 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 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 Act and
will be governed by the final adjudication of such issue.
[SIGNATURES ON THE NEXT PAGE]
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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-8 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 8th day of
March, 2000.
TRAVELOCITY.COM INC.
By: /s/ Terrell B. Jones
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Name: TERRELL B. JONES
Title: Chief Executive Officer
POWER OF ATTORNEY
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 the date indicated. Each of the directors and/or officers of
the Registrant whose signature appears below hereby appoints Terrell B. Jones
and Andrew B. Steinberg, Esq., and each of them severally as his or her
attorney-in-fact to sign his or her name and on his or her behalf, in any and
all capacities stated below, and to file with the Securities and Exchange
Commission any and all amendments, including post-effective amendments to this
Registration Statement as appropriate, and generally to do all such things in
their behalf in their capacities as officers and directors to enable Registrant
to comply with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission.
<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ TERRELL B. JONES
- -------------------------------------------- President and Chief Executive March 8, 2000
Terrell B. Jones Officer and Director (Principal
Executive Officer)
/s/ JAMES D. MARSICANO
- -------------------------------------------- Executive Vice President March 8, 2000
James D. Marsicano of Sales and Service
/s/ ANDREW B. STEINBERG
- -------------------------------------------- Executive Vice President March 8, 2000
Andrew B. Steinberg Administration, General
Counsel and Corporate Secretary
/s/ RAMESH K. PUNWANI
- -------------------------------------------- Chief Financial Officer (Principal March 8, 2000
Ramesh K. Punwani Financial Officer and Principal
Accounting Officer)
/s/ WILLIAM J. HANNIGAN
- -------------------------------------------- Chairman of the Board March 8, 2000
William J. Hannigan
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ BRADFORD J. BOSTON Director March 8, 2000
- --------------------------------------------
Bradford J. Boston
/s/ F. WILLIAM CONNER Director March 7, 2000
- --------------------------------------------
F. William Conner
/s/ PAUL C. ELY, JR. Director March 7, 2000
- --------------------------------------------
Paul C. Ely, Jr.
/s/ JEFFERY M. JACKSON Director March 8, 2000
- --------------------------------------------
Jeffery M. Jackson
/s/ GLENN W. MARSCHEL, JR. Director March 8, 2000
- --------------------------------------------
Glenn W. Marschel, Jr.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
4.1 Restated Certificate of Incorporation of the Company. (Incorporated by
reference to Exhibit No. 3.2 of the Company's Registration Statement on
Form S-4 (Reg. No. 333-95757), originally filed with the SEC on January 31,
2000).
4.2 Restated Bylaws of the Company. (Incorporated by reference to Exhibit No.
3.4 of the Company's Registration Statement on Form S-4 (Reg. No.
333-95757), originally filed with the SEC on January 31, 2000).
4.3 Amended and Restated Agreement of Limited Partnership of Travelocity.com
LP. (Incorporated by reference to Exhibit No. 10.4 of the Company's
Registration Statement on Form S-4 (Reg. No. 333-95757), originally filed
with the SEC on January 31, 2000).
5.1 Legal Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP*
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of PricewaterhouseCoopers LLP, Independent Auditors
24.1 Power of Attorney**
</TABLE>
*Included in Exhibit 5.1
**Included on signature page.
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March 8, 2000
(214) 698-3205 G 88814-00026
Travelocity.com Inc.
4200 Buckingham Boulevard
MD 1400
Fort Worth, Texas 76155
Re: Registration Statement on Form S-8
Dear Ladies and Gentlemen:
We refer to the registration statement on Form S-8 ("Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities Act")
filed by Travelocity.com Inc., a Delaware corporation (the "Company"), with
respect to the proposed offering by the Company of up to 250,000 shares (the
"Shares") of the common stock of the Company, $.001 par value per share (the
"Common Stock"), subject to issuance by the Company upon exercise of options
granted under the Travelocity Holdings, Inc. Employee Stock Purchase Plan and
the Travelocity.com LP Employee Stock Purchase Plan (the "Plans").
We have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and/or public officials and
such other documents and have made such other factual and legal investigations
as we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies.
Based on our examination mentioned above, subject to the assumptions
stated above and relying on the statements of fact contained in the documents
that we have examined, we are of the opinion that (i) the issuance by the
Company of the Shares has been duly authorized and (ii)
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Travelocity.com Inc.
March 8, 2000
Page 2
upon payment of the option exercise price and issuance of the Shares in
accordance with the terms of the Plans, the Shares will be duly and validly
issued, fully paid and non-assessable shares of Common Stock.
We are admitted to practice in the State of Texas, and are not admitted
to practice in the State of Delaware. However, for the limited purposes of our
opinion set forth above, we are generally familiar with the General Corporation
Law of the State of Delaware (the "DGCL") as presently in effect and have made
such inquiries as we consider necessary to render this opinion with respect to a
Delaware corporation. This opinion letter is limited to the laws of the State of
Texas and, to the limited extent set forth above, the DGCL, as such laws
presently exist and to the facts as they presently exist. We express no opinion
with respect to the effect or applicability of the laws of any other
jurisdiction. We assume no obligation to revise or supplement this opinion
letter should the laws of such jurisdictions be changed after the date hereof by
legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commissions.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
DIS/SPE/RLV
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Travelocity.com Inc. pertaining to the Travelocity Holdings, Inc.
Employee Stock Purchase Plan and Travelocity.com LP Employee Stock Purchase Plan
of (i) our report dated July 30, 1999, except as to Note 10 as to which the date
is October 29, 1999, with respect to the financial statements of the Travelocity
Division and (ii) our report dated October 29, 1999 with respect to the balance
sheet of Travelocity.com Inc. included in the Registration Statement (Form S-4
No. 333-95757) filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
March 6, 2000
Dallas, Texas
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 1999 relating to the
financial statements and financial statement schedule of Preview Travel, Inc.,
which appears in Preview Travel's Annual Report on Form 10-K for the year ended
December 31, 1998.
/s/ PricewaterhouseCoopers LLP
San Jose, California
March 7, 2000
