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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1999
REGISTRATION NO. 333-05361
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_____________________________________________
AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_____________________________________________
INTRAV, INC.
(Exact name of registrant as specified in its charter)
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<C> <C> <C>
MISSOURI 7711 BONHOMME AVENUE 43-1323155
(State or other jurisdiction of ST. LOUIS, MISSOURI 63105-1961 (I.R.S. Employer
incorporation or organization) (314) 727-0500 Identification No.)
(Address of Principal Executive Offices)
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INTRAV, INC.
AMENDED INCENTIVE STOCK PLAN
(Full title of the plan)
WAYNE L. SMITH II
EXECUTIVE VICE PRESIDENT AND CHIEF EXECUTIVE OFFICER
INTRAV, INC.
7711 BONHOMME AVENUE
ST. LOUIS, MISSOURI 63105-1961
(314) 727-0500
(Name, address and telephone numbers,
including area code, of agent for service)
COPY TO:
THOMAS A. LITZ, ESQ.
THOMPSON COBURN LLP
ONE MERCANTILE CENTER, SUITE 3400
ST. LOUIS, MISSOURI 63101
TELEPHONE: (314) 552-6000
FACSIMILE: (314) 552-7000
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION FEE
PRICE PER SHARE<F2> PRICE<F2>
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value<F1> 250,000 $16.28 $4,070,312.50 $1,131.55
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<FN>
<F1> The shares being registered hereby are reserved for issuance
pursuant to the Company's Amended Incentive Stock Plan.
<F2> Estimated solely for the purposes of computing the Registration Fee
pursuant to the provisions of Rule 457(c) and (h), based upon a
price of $16.28 per share, being the average of the high and low
transaction prices of the Company's Common Stock per share as
reported by the Nasdaq National Market on April 15, 1999.
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INTRAV, INC.
AMENDED INCENTIVE STOCK PLAN
EXPLANATORY NOTE
----------------
This Amendment No. 1 to Registration Statement on Form S-8 is
being filed by Intrav, Inc., a Missouri corporation (the "Company"), in
connection with the registration of an additional 250,000 shares of the
Company's common stock, $.01 par value per share, to be issued pursuant
to the Intrav, Inc. Amended Incentive Stock Plan. Except for Item 3(c),
the contents of the Registration Statement on Form S-8 (File No.
333-05361) filed by Intrav, Inc. with the Securities and Exchange
Commission on June 6, 1996, are incorporated herein by reference.
Item 3. Incorporation of Documents by Reference.
---------------------------------------
(c) The description of the Company's common stock, $.01
par value (the "Common Stock") contained on pages 30-
31 of the Company's Amendment No. 1 to Registration
Statement on Form S-2 (file No. 333-73101) filed with
the Securities and Exchange Commission on March 31,
1999, is incorporated herein by reference.
Item 8. Exhibits.
--------
See Exhibit Index located at page 3 hereof.
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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 Amendment No. 1 to Registration Statement (File No. 333-05361) to
be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Clayton, State of Missouri, on April , 1999.
INTRAV, INC.
By: /s/ Wayne L. Smith II
-----------------------------------------------
Wayne L. Smith II, Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Paul H. Duynhouwer and Wayne L. Smith II and any of them (with
full power to each of them to act alone) the true and lawful attorneys-
in fact and agent of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Amendment No. 1 to
Registration Statement, including any filings pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission (or any other government or
regulatory authority), and hereby grants to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, 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, the
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Paul H. Duynhouwer President, Chief Executive Officer April 21, 1999
- ------------------------------ and Director
Paul H. Duynhouwer
Principal Executive Officer
/s/ Wayne L. Smith II Executive Vice President, April 21, 1999
- ------------------------------ Chief Financial Officer and Director
Wayne L. Smith II
Principal Financial and
Accounting Officer
/s/ Barney A. Ebsworth Chairman of the Board April 21, 1999
- ------------------------------
Barney A. Ebsworth
- 2 -
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/s/ John B. Biggs, Jr. Director April 21, 1999
- ------------------------------
John B. Biggs, Jr.
/s/ William H.T. Bush Director April 21, 1999
- ------------------------------
William H.T. Bush
/s/ Robert H. Chapman Director April 21, 1999
- ------------------------------
Robert H. Chapman
</TABLE>
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EXHIBIT INDEX
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Exhibit
Number Description
- ------ -----------
4.1(a) Restated Articles of Incorporation of the Registrant, filed
as Exhibit 3(i) to the Registrant's Registration Statement
on Form S-1 (No. 33-90444), is incorporated herein by
reference.
4.1(b) Amendment to Restated Articles of Incorporation of the
Registrant, filed as Exhibit 3(i)(b) to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1998, is incorporated herein by reference.
4.2(a) Amended and Restated Bylaws of the Registrant, filed as
Exhibit 3(ii) to the Registrant's Registration Statement on
Form S-1 (No. 33-90444), is incorporated herein by
reference.
4.2(b) Amendment to Restated Bylaws of the Registrant, filed as
Exhibit 3(ii)(b) to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1998, is incorporated
herein by reference.
5.1 Opinion of Thompson Coburn, as to the validity of the
issuance of the common stock.
23.1 Consent of Thompson Coburn (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included in the signature pages to this
Registration Statement).
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[EXHIBIT 5.1]
[LETTERHEAD OF THOMPSON COBURN LLP]
April 21, 1999
Intrav, Inc.
7711 Bonhomme Avenue
St. Louis, Missouri 63105-1961
Re: Amendment No. 1 to Registration Statement on Form S-8
(Reg. No. 333-05361) -- 250,000 Shares of Intrav, Inc. Common
Stock, $.01 par value
-------------------------------------------------------------
Ladies and Gentlemen:
With reference to the Amendment No. 1 (the "Amendment") to Registration
Statement on Form S-8 (Reg. No. 333-05361) to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, on April 21, 1999, by Intrav, Inc., a Missouri
corporation (the "Company"), pertaining to the proposed issuance by the
Company of up to 250,000 shares of the Company's common stock, $.01 par
value (the "Shares"), as provided in the Intrav, Inc. Amended Stock
Incentive Plan (the "Plan"), we have examined such corporate records of
the Company, such laws and such other information as we have deemed
relevant, including the Company's Restated Articles of Incorporation, as
amended, and Amended and Restated By-Laws, as amended, resolutions
adopted by the Board of Directors relating to such issuance,
certificates received from state officials and statements we have
received from officers and representatives of the Company. In
delivering this opinion, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to the originals of all documents submitted to
us as certified, photostatic or conformed copies, the authenticity of
originals of all such latter documents, and the correctness of
statements submitted to us by officers and representatives of the
Company.
Based solely on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and is validly existing under the
laws of the State of Missouri; and
2. The Shares to be issued by the Company pursuant to the Amendment
have been duly authorized and, when issued by the Company in accordance
with the Plan, will be duly and validly issued and will be fully paid
and nonassessable.
We consent to the filing of this opinion as an exhibit to the Amendment.
We further consent to the filing of copies of this opinion with agencies
of such states and other jurisdictions as you deem necessary in the
course of complying with the laws of the states and jurisdictions
regarding the sale and issuance of the Shares in accordance with the
Amendment.
Very truly yours,
/s/ Thompson Coburn LLP
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[EXHIBIT 23.2]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-05361 of Intrav, Inc. (the "Company") on
Form S-8 of our report dated February 9, 1999, appearing in the Annual
Report on Form 10-K of Intrav, Inc. for the year ended December 31,
1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
St. Louis, Missouri
April 20, 1999
