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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1998
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMBASSADORS INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 4725 91-1688605
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE) IDENTIFICATION NO.)
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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)
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JOHN A. UEBERROTH
CHIEF EXECUTIVE OFFICER AND PRESIDENT
DWIGHT D. EISENHOWER BUILDING
110 S. FERRALL STREET
SPOKANE, WA 99202
(509) 534-6200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
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GERALD M. CHIZEVER, ESQ. STANTON D. WONG, ESQ.
LANCE JON KIMMEL, ESQ. DAVID R. LAMARRE, ESQ.
RICHMAN, LAWRENCE, MANN, CHIZEVER & PHILLIPS PILLSBURY MADISON & SUTRO LLP
9601 WILSHIRE BOULEVARD P.O. BOX 7880
BEVERLY HILLS, CALIFORNIA 90210 SAN FRANCISCO, CALIFORNIA 94120
(310) 274-8300 (415) 983-1000
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [X] 333-49377
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(2) OFFERING PRICE REGISTRATION FEE
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Common Stock, par value $.01 per share...... 506,000 shs.(1) $26.25 $13,282,500 $3,918.34
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(1) Includes 66,000 shares subject to an option granted to the Underwriters to
cover over-allotments.
(2) Calculated pursuant to Rule 457(o).
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") by Ambassadors International, Inc. (the "Company"), pursuant to Rule
462(b) under the Act. This Registration Statement incorporates by reference the
contents of the Registration Statement on Form S-3 (File No. 333-49377) relating
to the offering of up to 2,550,700 shares of Common Stock of the Company.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on April 24, 1998), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by the bank during regular business hours on April 24, 1998.
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Spokane, Washington, on April 23, 1998.
AMBASSADORS INTERNATIONAL, INC.
By: /s/ JOHN A. UEBERROTH
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John A. Ueberroth
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 23rd day of April, 1998.
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SIGNATURE TITLE
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/s/ JOHN A. UEBERROTH President and Chief Executive Officer
- ----------------------------------------------------- (Principal Executive Officer)
John A. Ueberroth
/s/ PETER V. UEBERROTH Chairman of the Board of Directors
- -----------------------------------------------------
Peter V. Ueberroth
/s/ JEFFREY D. THOMAS Chief Financial Officer
- ----------------------------------------------------- (Principal Financial and Accounting Officer)
Jeffrey D. Thomas
Director
- -----------------------------------------------------
James L. Easton
/s/ RICHARD D.C. WHILDEN Director
- -----------------------------------------------------
Richard D.C. Whilden
/s/ JOHN C. SPENCE Director
- -----------------------------------------------------
John C. Spence
Director
- -----------------------------------------------------
Rafer L. Johnson
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Richman, Lawrence, Mann, Chizever & Phillips
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Starr, Finer, Starr LLP.
23.3 Consent of Richman, Lawrence, Mann, Chizever & Phillips
(included in its opinion set forth in Exhibit 5.1)
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EXHIBIT 5.1
April 23, 1998
Ambassadors International, Inc.
110 S. Ferrall Street
Spokane, Washington 99202
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as securities counsel to Ambassadors International, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), of a Registration Statement on Form S-3
(the "462(b) Registration Statement"), in respect of a Registration Statement on
Form S-3 previously filed on April 3, 1998 (Registration No. 333-49377) (the
"Registration Statement"). The 462(b) Registration Statement relates to the
public offering by the Company of up to 506,000 shares of Common Stock of the
Company in addition to those included in the Registration Statement (the
"Additional New Shares"), including 66,000 shares to cover over-allotments, if
any.
The Additional New Shares are to be sold by the Company pursuant to an
Underwriting Agreement (the "Underwriting Agreement") by and among the Company,
the Selling Stockholders named therein and NationsBanc Montgomery Securities
LLC, Allen & Company Incorporated, Donaldson, Lufkin & Jenrette Securities
Corporation and D. A. Davidson & Co., acting as co-managing underwriters under
the Underwriting Agreement. This opinion is being furnished in accordance with
the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we have deemed
necessary or appropriate as a basis for the opinions set forth herein, including
(i) the Registration Statement and the 462(b) Registration Statement of the
Company filed with the Securities and Exchange Commission; (ii) the Certificate
of Incorporation and the Bylaws of the Company; (iii) the form of the
Underwriting Agreement; (iv) the form of Common Stock certificate; (v) copies of
certain resolutions adopted by the Board of Directors of the Company relating to
the issuance of the Additional New Shares, the filing of the Registration
Statement and the 462(b) Registration Statement and any amendments or
supplements thereto and related matters; and (vi) such other documents as we
have deemed necessary or appropriate as a basis for the opinions set forth
below.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Company, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect thereof. As to any
facts material to the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of officers and other representatives of the Company and others.
Members of our firm are admitted to the bar in the State of California, and
we do not express any opinion as to the laws of any other jurisdiction, other
than the corporate laws of the State of Delaware and the laws of the United
States of America to the extent referred to specifically herein.
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Ambassadors International, Inc.
April 23, 1998
Page 2
Based on the foregoing, it is our opinion that, subject to effectiveness
with the Securities and Exchange Commission of the Registration Statement and
the 462(b) Registration Statement and to registration or qualification under the
securities laws of the states in which securities may be sold,
1. The Additional New Shares are duly and validly authorized and, upon
the sale and issuance thereof in the manner contemplated in the
Registration Statement and the 462(b) Registration Statement, and the
Underwriting Agreement, and upon payment therefor, will constitute legally
issued, fully paid and nonassessable shares of Common Stock of the Company.
We consent to the use of our name under the caption "Legal Matters" in the
Registration Statement, and to the filing of this opinion as an exhibit to the
462(b) Registration Statement. By giving you this opinion and consent, we do not
admit that we are experts with respect to any part of the Registration Statement
or the 462(b) Registration Statement within the meaning of the term "expert" as
used in Section 11 of the Securities Act, or the rules and regulations
promulgated thereunder, nor do we admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ RICHMAN, LAWRENCE, MANN, CHIZEVER & PHILLIPS
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RICHMAN, LAWRENCE, MANN, CHIZEVER & PHILLIPS
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Ambassadors International, Inc. on Form S-3 of our report, which includes an
explanatory paragraph concerning a change in accounting for impairment of
long-lived assets in 1996, dated February 9, 1998, except for the first
paragraph of Note 12 as to which the date is February 19, 1998, on our audits of
the consolidated financial statements of Ambassadors International, Inc. We also
consent to the references to our firm under the captions "Experts" and "Selected
Consolidated Financial Data" which are all included in the registration
statement on Form S-3 of Ambassadors International, Inc. (No. 333-49377) and
incorporated by reference in this registration statement.
/s/ Coopers & Lybrand L.L.P.
Spokane, Washington
April 23, 1998
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Ambassadors International, Inc. on Form S-3 of our report dated January 22, 1998
on our audits of the financial statements of Rogal America, Co. as of December
31, 1997 and 1996 and for the years then ended.
We also continue to consent to the reference to our firm under the caption
"Experts" which is included in the registration statement on Form S-3 of
Ambassadors International, Inc. (No. 333-49377) and incorporated by reference in
the registration statement.
/s/ Starr, Finer, Starr LLP
Boston, Massachusetts
April 23, 1998
