As filed with the Securities Exchange Commission on October 3, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AMBASSADORS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in it Charter)
Delaware 91-1688605
------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Dwight D. Eisenhower Building
110 S. Ferrall Street
Spokane, WA 99202
(509) 534-6200
--------------------------------------------
(Address, Including Zip Code, and
Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
THE 1995 EQUITY PARTICIPATION PLAN
(Full Title of the Plan)
John A. Ueberroth
Chief Executive Officer and President
Dwight D. Eisenhower Building
110 S. Ferrall Street
Spokane, WA 99202
--------------------------------------------
(Name, Address, Including Zip Code and
Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Gerald M. Chizever, Esq.
Richman, Lawrence, Mann, Greene, Chizever,
Friedman & Phillips
9601 Wilshire Boulevard
Beverly Hills, California 90210
(310) 274-8300
(310) 274-2831 (fax)
<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price Fee
---------- ---------- -------------- -------------- ------------
Common 103,967 $ 9.00 935,703.00 $ 322.66
Stock 25,000 8.43 210,750.00 72.67
10,000 8.50 85,000.00 29.31
10,000 8.25 82,500.00 28.45
69,000 11.00 759,000.00 261.72
382,033 8.4375 3,223,403.40 1,111.52
------- ------------- ---------
600,000 (2) $5,296,356.40 $1,826.33
======= ============= =========
(1) Estimated solely to determine the registration fee. Based on the
option exercise price for stock options already granted under the
Plan and on the average of the high and low sales prices per share
of Common Stock of the Company with respect to shares of Common
Stock remaining to be granted under the Plan.
(2) Plus such indeterminate number of additional shares of Common
Stock as may be required in the event of a stock dividend, reverse
stock split or combination of shares, recapitalization or other
change in the Company's capital stock.
EXPLANATORY NOTE
----------------
The Reoffer Prospectus which is filed as a part of this Registration
Statement has been prepared in accordance with the requirements of
Part I of Form S-3 and may be used for reoffers or resales of the
Common Stock of Ambassadors International, Inc., a Delaware
corporation (the "Company"), acquired by "affiliates" (as such term is
defined in Rule 405 of the General Rules and Regulations under the
Securities Act of 1933 (the "Securities Act")), pursuant to the
exercise of options granted under the Company's 1995 Equity
Participation Plan. Pursuant to General Instruction C(2) of Form S-8,
the Reoffer Prospectus may be supplemented pursuant to Rule 424(b)
under the Securities Act as the names of additional persons and the
amount of securities available to be resold by them pursuant to the
Reoffer Prospectus become known.
The documents containing the information specified in Part I of this
Form S-8 Registration Statement will be sent or given to participants
in the Company's 1995 Equity Participation Plan as specified by Rule
428(b)(1). Such documents, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II
of this Form S-8, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
<PAGE>
FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION IN REOFFER
PROSPECTUS OF INFORMATION REQUIRED BY PART I OF FORM S-3
FORM S-3 ITEM NUMBERLOCATION/HEADING IN PROSPECTUS
1. Forepart of Registration Cover Page
Statement and Outside
Front Cover Page of
Prospectus
2. Inside Front and Outside Available Information;
Back Cover Page of Documents Incorporated by
Prospectus Reference; Table of Contents
3. Summary Information, Risk Risk Factors
Factors and Ratio of
Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Not Applicable
Price
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities Documents Incorporated by
to be Registered Reference
10. Interests of Named Experts Not Applicable
and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Documents Incorporated by
Information Reference
13. Disclosure of Commission Part II, Item 9, Undertakings
Position on
Indemnification for
Securities Act Liabilities
<PAGE>
REOFFER PROSPECTUS
600,000 SHARES
AMBASSADORS INTERNATIONAL, INC.
Common Stock
This Prospectus relates to the sale of an aggregate of up to 600,000
shares (the "Shares"), of the common stock, par value $.01 per share
(the "Common Stock"), of Ambassadors International, Inc., a Delaware
corporation (the "Company"), which may be offered from time to time by
certain stockholders of the Company (the "Selling Stockholders"), who
may be deemed "affiliates" of the Company (as such term is defined in
Section 405 of the General Rules and Regulations Under the Securities
Act of 1933, as amended), which may be acquired by the Selling
Stockholders pursuant to the Company's 1995 Equity Participation Plan.
The Selling Stockholders may from time to time offer their shares of
Common Stock to purchasers directly or through agents, brokers or
dealers. Such shares may be sold at market prices prevailing at the
time of sale or at negotiated prices.
The Company will not receive any proceeds from the sale of the Common
Stock offered by the Selling Stockholders hereby. All expenses of
registration incurred in connection with this offering are being borne
by the Company, but all brokerage commissions and other expenses
incurred by individual Selling Stockholders will be borne by such
Selling Stockholders.
The Common Stock is traded on the Nasdaq National Market under the
symbol "AMIE." On September 10, 1996 the last reported sale price of
the Common Stock on the Nasdaq National Market was $8.00 per share.
_____________________
SEE "RISK FACTORS," COMMENCING ON PAGE 6 OF THIS PROSPECTUS, FOR
A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE
The date of this Prospectus is October 3, 1996.
<PAGE>
TABLE OF CONTENTS
AVAILABLE INFORMATION
DOCUMENTS INCORPORATED BY REFERENCE
THE COMPANY
RISK FACTORS
USE OF PROCEEDS
SELLING STOCKHOLDERS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in
accordance therewith files reports, proxy materials and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy materials and other information
can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Seven World Trade Center, 13th Floor, New York, N.Y.
10048 and 500 West Madison Street, Chicago, Illinois 60661. Copies of
such material can also be obtained from the Public Reference Section
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, such
material can be inspected at the offices of the National Association
of Securities Dealers, Inc., at 1735 K Street, N.W., Washington, D.C.
20006. The Commission maintains a website that contains reports,
proxy and information statements and other information regarding
registrants that file electronically with the Commission.
The Company has filed a registration statement (the "Registration
Statement") on Form S-8 with respect to the Common Stock offered
hereby with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus, which constitutes a
part of the Registration Statement, does not contain all the
information set forth in the Registration Statement, certain items of
which are contained in schedules and exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any
agreement, instrument or other document referred to are not
necessarily complete. With respect to each such agreement, instrument
or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of
the matter involved, and each such statement shall be deemed qualified
in its entirety by such reference.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents have been filed with the Commission and are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended, containing audited
financial statements for the fiscal year ended December 31, 1995.
(b) The Company's quarterly reports on Form 10-QSB for the fiscal
quarters ended March 31, 1996 and June 30, 1996, and all other
reports, if any, filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year ended December 31, 1995.
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form S-1 (Registration No. 33-93586),
as filed with the Commission on June 16, 1995, including any
amendment or report filed for the purpose of updating such
description.
(d) The Company's Report on Form 8-K dated January 19, 1996.
(e) The Company's Report on Form 8-K dated February 6, 1996.
(f) The Company's Report on Form 8-K dated July 8, 1996.
(g) The Company's Report on Form 8-K dated August 9, 1996.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereunder have
been sold, or which deregisters all securities then remaining unsold
under this registration statement, shall be deemed to be incorporated
by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in
a report or document shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained
herein or in a subsequently filed document which also is or is deemed
to be incorporated by reference in this Prospectus 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 Prospectus.
The Company undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the documents referred
to above which have been or may be incorporated by reference herein
(other than exhibits to such documents unless such exhibits are
specifically incorporated by reference in such documents). Requests
for such copies should be directed to Ambassadors International, Inc.,
110 S. Ferrall Street, Spokane, Washington 99202, Attn: Corporate
Secretary (telephone (509) 534-6200).
<PAGE>
THE COMPANY
Ambassadors International, Inc., a Delaware corporation, and its
consolidated subsidiaries (collectively, the "Company"), organizes,
markets and operates international educational travel programs for
students and adults. Since its founding in 1967, the Company has
offered its programs to both students and adults through its "Student
Ambassador Programs" and "Citizen Ambassador Programs." The Company's
Student Ambassador Programs provide an opportunity for high school and
junior high school students to visit one or more foreign countries to
learn about the politics, economy and culture of such countries. The
Company's Citizen Ambassador Programs provide adults with common
interests the opportunity to travel abroad to meet and exchange ideas
with foreign citizens that have similar backgrounds, interests or
professions. The Company believes that its programs provide
participants with enriching experiences and deeper understandings of
foreign cultures and peoples than visits arranged independently or
through travel agencies. In 1994 and 1995, approximately 11,200
people and approximately 11,600 people, respectively, traveled on the
Company's programs. From 1983 through 1995, the Company increased the
annual number of program participants from approximately 3,500 to
approximately 11,600.
A substantial percentage of the Company's programs are organized in
connection with People to People International ("People to People"), a
private, non-profit organization dedicated to the promotion of world
peace through cultural exchange. People to People was founded by
President Dwight D. Eisenhower in 1956 and was originally administered
by the U.S. State Department. Over its history, eight U.S. presidents
have served as Honorary Chairmen of People to People, including
President Bill Clinton, who currently holds that position.
Subject to certain exceptions, the Company's agreements with People to
People give the Company the exclusive right to develop and conduct
programs for kindergarten through college age students using the
People to People name, and the Company is currently the only travel
provider with the right to develop and conduct programs for adults
using the People to People name. The Company believes that its long
association with People to People has been a major factor in its
ability to provide quality, educational student and adult travel
programs and that this relationship provides the Company with greater
access to foreign governmental agencies and officials and foreign
institutions. The Company is able to organize travel programs for its
student and adult ambassadors featuring events and speakers which have
been made available to the Company by virtue of its association with
People to People.
Student Ambassador Program delegations depart during the summer and
generally travel for 21 days, during which time each delegation visits
one or more foreign countries. Each delegation generally consists of
approximately 35 students and several teachers, who act as the
delegation's leaders. Teachers and students comprising a delegation
generally come from the same locale. Local guides generally assist
the delegation in their travels. Programs are designed by the
Company's staff of international planners and researchers to provide
an educational and entertaining travel experience by exposing students
to the history, government, economy and culture of the country or
<PAGE>
countries visited. In most instances, the Company also arranges to
provide students the opportunity for a "homestay" (a brief stay with a
host family), which gives students a glimpse of daily life in the
visited country. Students who complete certain written assignments
and other projects can receive high school and university credit for
their participation in the program. Universities throughout the
United States recognize the Company's programs with credit, including
Stanford University, University of California at Los Angeles, and
Georgetown University.
The Citizen Ambassador Program, unlike the Student Ambassador Program,
operates year-round and is generally designed to provide a more
specialized adult educational experience. Adult programs generally
last from 10 days to two weeks and are designed to provide adults with
similar backgrounds or common interests the opportunity to exchange
information and ideas with their counterparts in other countries.
Unlike travel programs provided by travel agencies, these specialty
programs are intended largely as "working" trips, with a significant
amount of the participant's time involved in organized meetings,
seminars and round-table discussions with their foreign counterparts,
inspection visits to major foreign facilities and institutions and
informal gatherings with foreign counterparts. Each program is led by
a delegation leader chosen by the Company based upon his or her
recognition in the field and expertise regarding the special focus of
the particular program.
In January 1995, John A. Ueberroth and Peter V. Ueberroth
(collectively, the "Ueberroths"), acquired approximately 43% of the
stock of the Company from the four former stockholders of the Company,
and John A. Ueberroth was appointed Chief Executive Officer and
President of the Company and both Peter and John Ueberroth became
directors of the Company. The Ueberroths have substantial travel
industry experience. In 1963, Peter V. Ueberroth founded First Travel
Corporation. John Ueberroth joined First Travel Corporation in 1968.
The Ueberroths managed First Travel Corporation until shortly before
its sale in 1979 to the Carlson Companies. At the time of the sale,
First Travel Corporation was one of the largest travel companies in
North America, with approximately 100 wholly-owned retail agencies, a
hotel management company and a national reservation service.
Following the sale, John Ueberroth became the President of the Carlson
Travel Group, a position he held until 1989. During this period, the
Carlson Travel Group's sales increased from approximately $125 million
in 1980 to approximately $3.6 billion in 1989. John Ueberroth has
also served as Chairman of the United States Tour Operators
Association (1989) and Chairman of the Travel Industry Association of
America (1986-87).
On January 19, 1996, the Company acquired from the sole stockholder of
The Helin Organization, a California corporation, all of the issued
and outstanding capital stock of The Helin Organization, in exchange
for shares of the Company's Common Stock. The Helin Organization has
its principal place of business in Newport Beach, California and
specializes in serving corporate incentive travel programs and
domestic and international management meetings.
<PAGE>
On February 6, 1996, the Company acquired substantially all of the
assets of M.L. Bright Associates doing business as American People
Ambassador Programs in Winnebago, Illinois. The acquisition of assets
included the assignment of the general contract with People to People
International for adult education and exchange programs.
The principal executive offices of the Company are located at Dwight
D. Eisenhower Building, 110 S. Ferrall Street, Spokane, Washington
99202. Its telephone number is (509) 534-6200.
<PAGE>
RISK FACTORS
PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY SHOULD
CONSIDER CAREFULLY THE INFORMATION SET FORTH BELOW, AS WELL AS THE
OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, IN DETERMINING WHETHER
TO PURCHASE SHARES OF COMMON STOCK OFFERED HEREBY.
International Operations and Natural Occurrences
------------------------------------------------
Because substantially all of the Company's travel programs are
conducted outside the United States, the Company's operations are
subject to special risks inherent in doing business internationally.
Such risks include the adverse effects on operations from war,
international terrorism, civil disturbances, political instability,
governmental activities and deprivation of contract rights. Periods
of international unrest may reduce demand for the Company's travel
programs and could have a material adverse effect on the Company's
business and results of operations. Examples of such events which
have adversely affected the Company's operations include terrorist
activities generally, the Gulf War in 1991, civil unrest in the
People's Republic of China ("China") in 1989 and the Chernobyl
disaster in 1986. In 1995, approximately 32% of the Company's
revenues were derived from its programs in the South Pacific
(predominantly Australia and New Zealand), 38% of its revenues were
derived from its programs in Europe (predominantly the United Kingdom)
and 19% of its revenues were derived from its programs in China. The
Company expects gross receipts from programs to these countries to
continue to account for a majority of its gross receipts in 1996. The
occurrence of any of the events described above in one or more of
these countries would have a material adverse effect on the Company.
Demand for the Company's travel programs also may be adversely
affected by natural occurrences such as hurricanes, earthquakes,
epidemics and flooding in geographic regions in which the Company
conducts its travel programs.
Acquisitions; Expansion of Business
-----------------------------------
Part of the Company's business strategy is to acquire selected travel
service businesses which will complement its existing business. The
Company's ability to acquire these businesses is dependent in part
upon management's relationship with the owners of these businesses,
many of which are small and closely held by individual stockholders.
In addition, the Company will be competing for expansion opportunities
with other companies, many of which have greater name recognition,
marketing support and financial resources than the Company. There can
be no assurance that the Company will be able to identify, pursue or
acquire any targeted businesses.
The Company has had preliminary acquisition discussions with, or has
evaluated the potential acquisition of, several companies in the last
several months, and is currently in negotiations concerning a
potential acquisition which, if ultimately consummated, may be
material in size and scope to the Company's business. If the Company
proceeds with any acquisition, and if such acquisition is relatively
<PAGE>
large and consideration is in the form of cash, a substantial portion
of the Company's available cash could be used in order to consummate
any such acquisition. The Company may also seek to finance any such
acquisition through additional debt or equity financings, and there
can be no assurance that such financing will be available on
acceptable terms or at all.
Acquisitions involve a number of special risks, including the
diversion of management's attention to the assimilation of the
operations and personnel of the acquired companies, the potential loss
of key employees of acquired companies, adverse short-term effects on
the Company's reported operating results and the amortization of
acquired intangible assets. No assurance can be given that any
acquisition by the Company will or will not occur, that if an
acquisition does occur that it will not materially and adversely
affect the Company or that any such acquisition will be successful in
enhancing the Company's business.
The Company's future results of operations will also depend in part on
its ability to successfully expand internally by increasing its
marketing efforts to potential student and adult program participants,
by introducing new student and adult programs, including less-
specialized adult programs, and to manage any future growth. No
assurance can be given that the Company will be able to successfully
expand its existing marketing efforts, develop and introduce new
student or adult programs or manage future growth as successfully as
it has done to date.
Seasonality; Fluctuations in Quarterly Results
----------------------------------------------
The Company's business is highly seasonal. The Company recognizes
gross program receipts, revenues and program pass through expenses
upon the overseas departure of the program participant. The majority
of the Company's travel programs are scheduled in May through July of
each year. Substantially all of the Company's operating income is
generated in this period, which historically has offset the operating
losses incurred during the rest of the year. The Company anticipates
that this trend will continue for the foreseeable future. The
Company's annual results would be adversely affected if the Company's
revenues were to be substantially below seasonal norms during the
second and third quarters of the year. The Company's operating
results may fluctuate as a result of many factors, including the mix
of programs and program destinations offered by the Company and its
competitors, the introduction and acceptance of new programs and
program enhancements by the Company and its competitors, timing of
program bookings, competitive conditions in the industry, marketing
expenses, extreme weather conditions, international conflicts,
economic factors and other considerations affecting travel.
Competition
-----------
The travel industry in general, and the educational segment of the
travel industry in particular, is highly competitive. The Company's
student programs compete with other companies that provide similar
educational travel programs for students as well as independent
programs organized and sponsored by local teachers with the assistance
<PAGE>
of local travel agents and with semester or year-long outbound
university programs designed to provide college age students an
opportunity to study abroad. In addition, People to People retains
the right under its contract with the Company to offer programs to
college students for studies abroad. The Company's adult educational
programs compete with other companies that currently offer a limited
number of programs in connection with People to People. In addition,
the Company's adult programs compete with independent professional
associations that sponsor and organize their own travel programs
through the assistance of local travel agents with tour operators and
other organizations that design travel programs for adults.
The Company believes that the barriers to entry for any future
competitors are relatively low. Certain companies engaged in the
travel business, although not currently competing directly with the
Company, have substantially greater financial, marketing and sales
resources than the Company. There can be no assurance that the
Company's present competitors or competitors that choose to enter the
marketplace in the future will not exert significant competitive
pressures on the Company. Such competition could have a material
adverse effect on the Company.
Dependence on "People to People"
--------------------------------
The Company's agreements with People to People give the Company the
exclusive right to develop and conduct programs for kindergarten
through college age students using the People to People name and the
non-exclusive right to develop and conduct programs for adults using
the People to People name, subject in each case to certain exceptions.
The Company's agreements with People to People, however, allow People
to People to continue to conduct college and professional seminars and
internship programs and to develop other student activities and adult
programs. The contracts expire in 2005 and may be renewed for
successive 10 year periods, but either party has the right to
terminate either of such contracts at the end of any 10 year period
upon six months' prior notice. The Company believes that it derives
benefit from its ability to market its programs using the People to
People name. If the Company's agreement with People to People is
terminated or if the Company is unable to use the People to People
name to market new programs or destinations, the Company could be
materially adversely affected.
Fluctuation of Currency Exchange Rates
--------------------------------------
Many of the Company's arrangements with its foreign-based suppliers
require payment to be made in foreign currencies. Any decrease in the
value of the U.S. dollar in relation to foreign currencies has the
effect of increasing the cost of the services to be provided. Since
late 1993, the Company generally has purchased forward contracts to
help manage program costs and hedge against foreign currency valuation
increases. While the ability to utilize forward contracts for the
delivery of foreign currencies can mitigate the effect of increased
program costs and foreign currency exchange fluctuations, there can be
no assurance that increased program costs relating to such currency
fluctuations will not be substantial in future periods. The Company's
<PAGE>
contract with program participants provides the Company the option,
and historically the Company has attempted, to pass along any increase
in program costs resulting from currency fluctuations to program
participants. Nonetheless, there can be no assurance that the Company
will be able to increase program prices to offset any such cost
increases in the future and any failure to do so could have a material
adverse effect on the Company's business and results of operations.
Casualty Losses
---------------
Due to the nature of its business, the Company may be subject to
liability claims arising out of accidents or disasters causing injury
to participants in its programs, including claims for serious personal
injury or death. The Company believes that it has adequate liability
insurance for risks arising in the normal course of its business.
Although the Company has never experienced a liability claim for which
it did not have adequate insurance coverage, there can be no assurance
that insurance coverage will be sufficient to cover one or more large
claims or that the applicable insurer will be solvent at the time of
any covered loss. Further, there can be no assurance that the Company
will be able to obtain insurance coverage at acceptable levels and
cost in the future. Successful assertion against the Company of one
or a series of large uninsured claims, or of one or a series of claims
exceeding any insurance coverage, could have a material adverse effect
on the Company's business and results of operations.
Dependence on Key Personnel
---------------------------
The Company's success has been and will be dependent to a large degree
on its ability to retain the services of its existing senior
management. The loss of the services of any of the key management
personnel could have a material adverse effect on the Company's
business and results of operations.
Continued Control of the Company by Current Management
------------------------------------------------------
Management of the Company currently beneficially owns approximately
46% of the outstanding shares of the Company's Common Stock.
Accordingly, current management owns close to a majority of the
Company's common stock and, therefore, will effectively be able to
exercise voting control of the Company, be able to elect all of the
Company's directors and be able to determine the outcome of any matter
being voted upon by the Company's stockholders, including any merger,
sale of assets or other change in control of the Company. Current
management's ownership position, together with the antitakeover
effects of certain provisions contained in the Company's Certificate
of Incorporation and Bylaws, may have the effect of delaying or
preventing a change of control of the Company.
<PAGE>
Potential Volatility of Stock Price
-----------------------------------
There can be no assurance that an active trading market for the Common
Stock will be sustained. From time to time, the stock market
experiences significant price and volume volatility, which may affect
the market price of the Common Stock for reasons unrelated to the
Company.
Shares Eligible for Future Sale
-------------------------------
Sales of the Company's Common Stock in the public market after this
offering could adversely affect the market price of the Company's
Common Stock and could impair the Company's future ability to raise
capital through the sale of its equity securities. As of June 30,
1996, the Company had 6,615,030 outstanding shares of Common Stock.
Of these shares, 2,300,000 shares sold in the Company's initial public
offering in August 1995 (1,540,000 sold by the Company and 760,000
sold by certain selling stockholders), are available for resale in the
public market without restriction. The remaining 4,315,030 shares
(the "Restricted Shares"), are "restricted securities" within the
meaning of Rule 144 under the Securities Act of 1993, as amended (the
"Securities Act"), and may not be sold in the absence of registration
under the Securities Act unless an exemption from registration is
available, including the exemption contained in Rule 144. All of the
Restricted Shares are either currently eligible for sale under Rule
144 or will become eligible for sale under Rule 144 prior to January
1997. Once Restricted Shares are eligible to be sold under Rule 144,
they may be sold subject to certain volume and other resale
restrictions. In addition, the Company has registered 600,000 shares
of Common Stock which may be issued upon exercise of stock options
issued in connection with the Company's 1995 Equity Participation
Plan, all of which shares of Common Stock will be available for resale
in the public market without restriction. Further, in connection with
the Company's initial public offering, the Company granted the
Ueberroths, their family members and certain others holding shares of
the Company's Common Stock demand and incidental, or "piggyback,"
registration rights which currently allow them to require that the
Company register under the Securities Act all or part of the Common
Stock held by them.
USE OF PROCEEDS
All of the shares of Common Stock offered hereby are being offered by
the Selling Stockholders. The Company will not receive any proceeds
from the sale of Common Stock by the Selling Stockholders.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth, as of September 1, 1996: (i) the name
and position of each of the Selling Stockholders; (ii) the number of
shares of Common Stock owned by each Selling Stockholder; (iii) the
number of shares of Common Stock covered by this Prospectus and (iv)
the amount and percentage of the Common Stock to be owned by each
Selling Stockholder after completion of this offering, assuming the
sale of all shares of Common Stock covered by this Prospectus. The
Company may supplement this Prospectus from time to time to disclose
additional Selling Stockholders. The shares to be sold pursuant to
this offering include all shares of Common Stock issuable to each
person upon the exercise of options granted under the Company's 1995
Equity Participation Plan ("Option Shares"), some of which are not
exercisable as of the date hereof. Any Option Shares to be issued
upon the exercise of options which are not exercisable within 60 days
of the date hereof have not been included in the number of shares
owned in the second column of the table.
Shares Shares Owned
Owned as of After Offering
September 1, Shares --------------------
Name and Position 1996 (1) Offered (2) Number Percentage
----------------- ------------ ----------- ------- ----------
James L. Easton,
Director 2,500(3) 10,000 0 *
John C. Spence,
Director 3,500(3) 10,000 1,000 *
Rafer L. Johnson,
Director 2,500(3) 10,000 0 *
Jeffrey D. Thomas,
Chief Financial
Officer 117,600(4) 50,000 111,350 1.5%
Richard D.C.
Whilden,
Director 5,120(3) 10,000 0 *
Peg Sestero,
Vice President--
Finance 2,500(3) 12,500 0 *
* less than 1%
(1) Includes shares issuable upon the exercise of options that are
exercisable within 60 days of the date hereof. The shares
underlying such options are deemed to be outstanding for the
purpose of computing the percentage of outstanding stock owned by
such persons individually and by each group of which they are a
member, but are not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person.
(2) Includes all shares of Common Stock that may be received upon
exercise of options granted to date, whether or not such options
are currently vested.
<PAGE>
(3) Includes options to purchase 2,500 shares exercisable within 60
days.
(4) Includes options to purchase 6,250 shares exercisable within 60
days. Includes 111,350 shares owned by the Jeffrey D. Thomas &
Keri U. Thomas Trust UA April 9, 1996.
The preceding table reflects all Selling Stockholders who are eligible
to reoffer and resell Common Stock, whether or not they have a present
intent to do so. There is no assurance that any of the Selling
Stockholders will sell any or all of the Common Stock offered by them
hereunder. The inclusion in the foregoing table of the individuals
named therein shall not be deemed an admission that any such
individuals are "affiliates" of the Company.
PLAN OF DISTRIBUTION
The shares of Common Stock being sold by the Selling Stockholders are
being sold for their own accounts. The Company will not receive any
of the proceeds from such sales of Common Stock.
The distribution of the Common Stock by the Selling Shareholders may
be effected from time to time, in one or more transactions, at prices
and upon terms then obtainable on the Nasdaq National Market, at
prices related to the prevailing market prices, at negotiated prices
or otherwise. In the event that one or more brokers or dealers sells
Common Stock it may do so by purchasing Common Stock as principal or
by selling the Common Stock as agent. If sales are made through
brokers or dealers, any commissions and fees will be paid by the
Selling Stockholders. Such brokers or dealers and other participating
brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Company by Richman, Lawrence, Mann,
Greene, Chizever, Friedman & Phillips, Beverly Hills, California.
EXPERTS
The consolidated balance sheets as of December 31, 1995 and 1994 and
the consolidated statements of income, changes in stockholders' equity
and cash flows for each of the three years in the period ended
December 31, 1995, incorporated by reference in this Prospectus, have
been incorporated herein in reliance on the report, which includes an
explanatory paragraph describing the changes in the methods of
accounting for debt and equity securities and income taxes, of Coopers
& Lybrand, L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY SELLING STOCKHOLDER. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE. HOWEVER, IF ANY MATERIAL CHANGE OCCURS WHILE THIS
PROSPECTUS IS REQUIRED BY LAW TO BE DELIVERED, THIS PROSPECTUS WILL BE
AMENDED OR SUPPLEMENTED ACCORDINGLY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SHARES OFFERED BY THIS PROSPECTUS, NOR DOES
IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
THE SHARES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
<PAGE>
Part II -- Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
------------------------------------------------
The following documents are incorporated by reference in this
registration statement.
(a) Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended.
(b) Registrant's quarterly reports on Form 10-QSB for the fiscal
quarters ended March 31, 1996 and June 30, 1996, and all other
reports, if any, filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year ended December 31, 1995.
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form S-1 (Registration No. 33-93586),
as filed with the Commission on June 16, 1995, including any
amendment or report filed for the purpose of updating such
description.
(d) The Company's Current Report on Form 8-K dated January 19, 1996.
(e) The Company's Current Report on Form 8-K dated February 6, 1996.
(f) The Company's Report on Form 8-K dated July 8, 1996.
(g) The Company's Report on Form 8-K dated August 9, 1996.
All documents filed by the Registrant pursuant to Section 13(a), 13(c)
14 and 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities
then remaining unsold under this registration statement, shall be
deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
-----------------------------------
Not applicable; the class of securities to be offered is registered
under Section 12 of the Exchange Act.
Item 5. Interest of Named Experts and Counsel.
-----------------------------------------------
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
---------------------------------------------------
The Company's Certificate of Incorporation provides that to the
fullest extent permitted by the Delaware General Corporation Law
("Delaware Law"), a Director of the Company shall not be liable to the
Company or its stockholders for monetary damages for breach of
fiduciary duty as a director. Under current Delaware Law, liability
of a director may not be limited (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or
a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases and (iv) for any
transaction from which the director derives an improper personal
benefit. The effect of the provision of the Company's Certificate of
Incorporation to eliminate the rights of the Company and its
stockholders (through stockholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of
the fiduciary duty of care as a director (including breaches resulting
from negligent or grossly negligent behavior) except in the situations
described in clauses (i) through (iv) above. This provision does not
limit or eliminate the rights of the Company or any stockholder to
seek nonmonetary relief such as an injunction or rescission in the
event of a breach of a director's duty of care. In addition, the
Company's Certificate of Incorporation provides that the Company shall
indemnify its directors, officers, employees and agents against losses
incurred by any such person by reason of the fact that such person was
acting in such capacity.
In addition, the Company has entered into agreements (the
"Indemnification Agreements") with each of the directors and officers
of the Company pursuant to which the Company has agreed to indemnify
such director or officer from claims, liabilities, damages, expenses,
losses, costs, penalties or amounts paid in settlement incurred by
such director or officer and arising out of his capacity as a
director, officer, employee and/or agent of the corporation of which
he is a director or officer to the maximum extent provided by
applicable law. In addition, such director or officer is entitled to
an advance of expenses to the maximum extent authorized or permitted
by law to meet the obligations indemnified against. The
Indemnification Agreements also obligate the Company to purchase and
maintain insurance for the benefit and on behalf of its directors and
officers insuring against all liabilities that may be incurred by such
director or officer in or arising out of his capacity as a director,
officer, employee and/or agent of the Company.
To the extent the Board of Directors or the stockholders of the
Company may in the future wish to limit or repeal the ability of the
Company to indemnify directors, such repeal or limitation may not be
effective as to directors and officers who are currently parties to
the Indemnification Agreements, because their rights to full
protection are contractually assured by the Indemnification
Agreements. It is anticipated that similar contracts may be entered
into, from time to time, with future directors of the Company.
<PAGE>
Item 7. Exemption from Registration Claimed.
---------------------------------------------
Not applicable.
Item 8. Exhibits.
------------------
Exhibit
Number Description of Document
------- ------------------------------------------------------------
4.1 Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 of the Company's Registration Statement on Form
S-1 (Registration No. 33-93586) (the "Registration
Statement") and incorporated herein by reference)
4.2 By-laws of the Registrant (filed as Exhibit 3.2 of the
Registration Statement and incorporated herein by reference)
4.3 1995 Equity Participation Plan (filed as Exhibit 10.3 of the
Registration Statement and incorporated herein by reference)
5 Opinion of Richman, Lawrence, Mann, Greene, Chizever,
Friedman & Phillips
24.1 Consent of Coopers & Lybrand L.L.P.
24.2 Consent of Richman, Lawrence, Mann, Greene, Chizever,
Friedman & Phillips (included in Exhibit 5)
25 Power of Attorney
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;
<PAGE>
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 by the Registrant pursuant to section
13 or 15(d) of 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 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 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange
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 of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection which 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.
<PAGE>
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 Spokane, State
of Washington, on September 16, 1996.
AMBASSADORS INTERNATIONAL, INC.
By: /s/Jeffrey D. Thomas
----------------------------
Jeffrey D. Thomas
Chief Financial Officer
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 dates indicated.
Signature Title Date
------------------------ ---------------------- ------------------
* President, Chief September 16, 1996
-------------------- Executive Officer and
John A. Ueberroth a Director
Chairman and Director September __, 1996
---------------------
Peter V. Ueberroth
/s/Jeffrey D. Thomas Chief Financial Officer September 16, 1996
--------------------
Jeffrey D. Thomas
* Director September 16, 1996
------------------
James L. Easton
* Director September 16, 1996
---------------------
Richard D. C. Whilden
* Director September 16, 1996
-----------------
John C. Spence
Director September __, 1996
-------------------
Rafer L. Johnson
* Vice President- September 16, 1996
-------------- Finance (Chief Account-
Peg Sestero ing Officer)
* By: /s/Jeffrey D. Thomas
-----------------------------------
Jeffrey D. Thomas, Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
------- -----------------------------------------------------------
4.1 Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 of the Company's Registration Statement on Form
S-1 (Registration No. 33-93586) (the "Registration
Statement") and incorporated herein by reference)
4.2 By-laws of the Registrant (filed as Exhibit 3.2 of the
Registration Statement and incorporated herein by
reference)
4.3 1995 Equity Participation Plan (filed as Exhibit 10.3 of
the Registration Statement and incorporated by reference
herein)
5 Opinion of Richman, Lawrence, Mann, Greene, Chizever,
Friedman & Phillips
24.1 Consent of Coopers & Lybrand L.L.P.
24.2 Consent of Richman, Lawrence, Mann, Greene, Chizever,
Friedman & Phillips (included in Exhibit 5)
25 Power of Attorney
<PAGE>
EXHIBIT 5
---------
[LETTERHEAD OF RICHMAN, LAWRENCE, MANN, GREENE,
CHIZEVER, FRIEDMAN & PHILLIPS]
October 1, 1996
AMB02-003
Ambassadors International, Inc.
Dwight D. Eisenhower Building
110 S. Ferrall Street
Spokane, Washington 99202
Ladies and Gentlemen:
You have requested our opinion as counsel for Ambassadors
International, Inc., a Delaware corporation (the "Company"), in
connection with the registration under the Securities Act of 1933, as
amended, and the public offering by the Company of up to 600,000 shares
of Common Stock issuable upon exercise of options granted under the
Company's 1995 Equity Participation Plan.
We have examined the Company's Registration Statement on
Form S-8 in the form to be filed with the Securities and Exchange
Commission on or about October 3, 1996 (the "Registration Statement").
We have examined such further documents as we have deemed necessary as
a basis for the opinion hereafter expressed.
Based on the foregoing, we are of the opinion that, upon
issuance and sale in the manner described in the Registration Statement,
shares of Common Stock covered by the Registration Statement will be
legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
RICHMAN, LAWRENCE, MANN, GREENE,
CHIZEVER, FRIEDMAN & PHILLIPS
By: /s/Gerald M. Chizever
---------------------------
Gerald M. Chizever
<PAGE>
Exhibit 24.1
------------
[Letterhead of Coopers & Lybrand L.L.P.]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 dated October 3, 1996, of our report, which
includes an explanatory paragraph describing the changes in the
methods of accounting for debt and equity securities and income taxes,
dated February 22, 1996, on our audits of the consolidated financial
statements of Ambassadors International, Inc. We also consent to the
reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Spokane, Washington
October 1, 1996
<PAGE>
Exhibit 25
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby authorizes John A. Ueberroth and Jeffrey D.
Thomas, or either of them, its and their true and lawful attorneys
with power of substitution, to file a Form S-8 Registration Statement
for Ambassadors International, Inc., including all exhibits and any
and all amendments thereto (collectively, the "Registration
Statement"), which amendments may make such changes as John A.
Ueberroth and Jeffrey D. Thomas deem appropriate, and each person
whose signature appears below, individually, in each capacity stated
below, hereby appoints John A. Ueberroth and Jeffrey D. Thomas, and
each of them acting individually, with full power of substitution, as
attorney-in-fact, to execute his or her name and on his or her behalf
to file the Registration Statement.
This Power of Attorney may be executed in counterparts, each of which
shall be deemed an original and all of which together shall be and
constitute one and the same documents
Signature Title Date
----------------------------- ------------------- ------------------
/s/John A. Ueberroth President, Chief September 9, 1996
-------------------- Executive Officer
John A. Ueberroth and a Director
/s/Jeffrey D. Thomas Chief Financial
-------------------- Officer September 16, 1996
Jeffrey D. Thomas
Chairman and September __, 1996
-------------------- Director
Peter V. Ueberroth
/s/Richard D.C. Whilden Director September 11, 1996
-----------------------
Richard D. C. Whilden
/s/John C. Spence Director September 10, 1996
-----------------
John C. Spence
/s/James L. Easton Director September 12, 1996
------------------
James L. Easton
Director September __, 1996
---------------
Rafer Johnson
/s/Peg Sestero Vice President- September 16, 1996
-------------- Finance (Chief
Peg Sestero Accounting Officer)
<PAGE>
