As Filed with the Securities and Exchange Commission on September 23, 1999
Registration No. 333-05361
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2
to
FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
INTRAV, INC.
(Exact name of Registrant as specified in its charter)
MISSOURI 43-1323155
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7711 Bonhomme Avenue
St. Louis, MO 63105-1961
(Address, including zip code, of Registrant's
principal executive offices)
INTRAV, INC.
AMENDED INCENTIVE STOCK PLAN
(Full Title of the Plan)
Ian Coghlan
Chief Executive Officer
Intrav, Inc.
7711 Bonhomme Avenue
St. Louis, Missouri 63105-1961
(314) 727-0500
(Name, address and telephone number,
including area code, of agent for service)
--------------------------
This Post-Effective Amendment No. 2 to Registration Statement shall become
effective immediately upon filing with the Securities and Exchange Commission.
<PAGE>
Deregistration of Securities
On June 6, 1996 , Intrav, Inc. (the "Company") filed a Registration
Statement on Form S-8, Registration No. 333-05361 (the "Registration
Statement"), for the sale of 500,000 shares of Common Stock, par value $.01 (the
"Common Stock"), of the Company under the Intrav, Inc. 1995 Incentive Stock
Plan. On April 21, 1999, the Company filed Post-Effective Amendment No. 1 to the
Registration Statement, for the sale of an addition 250,000 shares of Common
Stock of the Company under the Intrav, Inc. Amended Incentive Stock Plan (the
"Plan"). On September 2, 1999, the shareholders of the Company approved and
adopted an Agreement and Plan of Merger dated as of July 16, 1999 (the
"Agreement"), by and among Kuoni Reisen Holding AG ("Kuoni"), Kuoni Holding
Delaware, Inc., Kuoni Acquisition Subsidiary Missouri, Inc. ("Merger Sub") and
the Company, whereby, on September 16, 1999, Merger Sub, a wholly-owned
subsidiary of Kuoni, merged with and into the Company and the Company became a
wholly-owned subsidiary of Kuoni (the "Merger"). In connection with the Merger,
the Plan has been terminated. The purpose of this Post-Effective Amendment No. 2
(this "Post-Effective Amendment") to the Registration Statement is to deregister
620,000 unsold shares of Common Stock formerly issuable under the Plan.
<PAGE>
Signatures
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of St. Louis,
State of Missouri on September 23, 1999.
INTRAV, INC.
By: /s/ Ian Coghlan
------------------------
Chief Executive Officer
