-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J2MgtJw4AjruyJGVWpVi4d7Cp+XqnYfVQtEIg1w2JmSUymSfmbLe6q0gAlQ6Hp8t PWgxFGjQ6WTzVLJP7gLtfA== /in/edgar/work/0000898430-00-002810/0000898430-00-002810.txt : 20000929 0000898430-00-002810.hdr.sgml : 20000929 ACCESSION NUMBER: 0000898430-00-002810 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000927 EFFECTIVENESS DATE: 20000927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEAP TICKETS INC CENTRAL INDEX KEY: 0001076411 STANDARD INDUSTRIAL CLASSIFICATION: [4700 ] IRS NUMBER: 990338363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46724 FILM NUMBER: 729774 BUSINESS ADDRESS: STREET 1: 1440 KAPIOLANI BLVD STREET 2: STE 800 CITY: HONOLULU STATE: HI ZIP: 96814 BUSINESS PHONE: 8089457439 MAIL ADDRESS: STREET 1: 1440 KAPIOLANI BLVD STREET 2: STE 800 CITY: HONOLULU STATE: HI ZIP: 96814 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on September 27, 2000 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ CHEAP TICKETS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 99-0338363 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 1440 Kapiolani Boulevard Honolulu, Hawaii 96814 (808) 945-7439 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Cheap Tickets, Inc. Amended and Restated 1999 Stock Incentive Plan (Full Title of Plans) _______________ Michael J. Hartley Chairman of the Board, Chief Executive Officer, and President Cheap Tickets, Inc. 1440 Kapiolani Boulevard Honolulu, Hawaii 96814 (808) 945-7439 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) _______________ Copies to: Henry M. Fields, Esq. Albert Y. Park, Esq. Morrison & Foerster LLP 555 West Fifth Street Los Angeles, California 90013-1024 (213) 892-5200 ___________ CALCULATION OF REGISTRATION FEE
================================================================================================================================== Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of to be Registered be Registered Offering Price Aggregate Offering Registration Fee Per Share Price - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value per share...................... 240,000 shares (1) $10.72 (2) $2,572,800 (2) $680 ==================================================================================================================================
(1) This total represents the increase in the number of shares authorized to be issued under the Amended and Restated 1999 Stock Incentive Plan. (2) Pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price for shares subject to awards that have not been issued have been determined on the basis of the average of the high and low prices reported on the Nasdaq National Market on September 21, 2000. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. ================================================================================ EXPLANATORY NOTE This Registration Statement relates to and registers an additional 240,000 shares of Common Stock, $.001 par value, of Cheap Tickets, Inc. for issuance under its Amended and Restated 1999 Stock Incentive Plan, which was amended to include the additional shares on May 9, 2000. Under General Instruction E to Form S-8, the information contained in the Registrant's registration on Form S- 8, Registration No. 333-78465, as filed with the Securities and Exchange Commission on May 14, 1999 is currently effective and is hereby incorporated herein by reference thereto. The securities registered hereunder are the same class as the securities previously registered under Registration Statement No. 333-78465. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Cheap Tickets, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated by reference herein: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, as filed with the Commission on March 30, 2000 (File No. 000- 25279). (b) The description of the Registrant's Common Stock contained in its Registration Statement on Form 8-A (File No. 000-25279). (c) All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year covered by the audited financial statements described in (a) above. All documents filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, filed after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law (the "DGCL") contains detailed provisions on indemnification of directors and officers against expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with legal proceedings. Section 102(a)(7) of the DGCL permits a provision in the certificate of incorporation of each corporation organized thereunder, such as the Company, eliminating or limiting, with certain exceptions, the personal liability of a director of the corporation to its stockholders for monetary damages for breach of fiduciary duty as a director. The Certificate of Incorporation of the Company eliminates the liability of each of its directors to its stockholders or the Company for monetary damages for breach of fiduciary duty to the full extent provided by the DGCL, as such law exists or may hereafter be amended. Indemnification applies to any threatened, pending or completed action, suit or proceeding, whether, civil, criminal, administrative or investigative. Indemnification may include all expenses (including attorneys' fees, judgments, fines, ERISA excise taxes and amounts paid in settlement) reasonably incurred by the indemnified person. II-1 The Company maintains a directors' and officers' liability and reimbursement insurance policy intended to reimburse the Company for any payments made by it pursuant to its indemnification obligations. The foregoing statements are subject to the detailed provisions of Section 102(a)(7) of the DGCL and the Certificate of Incorporation of the Company, as applicable. Item 7. Exemption From Registration Claimed. Not applicable. Item 8. Exhibits. 4.1 Cheap Tickets, Inc. Amended and Restated 1999 Stock Incentive Plan (Incorporated by reference to Appendix A of the Company's Proxy Statement on Schedule 14A filed with the Commission on April 7, 2000 (File No. 000-25279). 5.1 Opinion of Morrison & Foerster LLP 23.1 Consent of PricewaterhouseCoopers LLP, Independent Public Accountants 23.2 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1) 24.1 Power of Attorney (See page II-4) II-2 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 of 1933; (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement. 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 with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 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 herein, 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 Exchange Act (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 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 above or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities 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 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 Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Cheap Tickets, Inc., 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 Honolulu, State of Hawaii, on September 27, 2000. CHEAP TICKETS, INC. By: /s/ Dale K. Jorgenson ----------------------- Dale K. Jorgenson Chief Financial Officer and Vice President of Finance POWER OF ATTORNEY The undersigned hereby constitutes and appoints Michael J. Hartley and Dale K. Jorgenson, and each of them, as his true and lawful attorneys-in-fact and agents, jointly and severally, with full power of substitution and resubstitution, for and in his stead, in any and all capacities, to sign on his behalf this Registration Statement on Form S-8 and to execute any amendments thereto (including post-effective amendments) or certificates that may be required in connection with this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission and granting unto said attorneys-in-fact and agents, and each of them, jointly and severally, the full power and authority to do and perform each and every act and thing necessary or advisable to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, jointly or severally, 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, this registration statement has been signed by the following persons in the capacities indicated on September 27, 2000.
Signature Title /s/ Michael J. Hartley Chairman of the Board and Chief Executive Officer - ------------------------------- Michael J. Hartley /s/ Sam E. Galeotos President, Chief Operating Officer and Director - ------------------------------- Sam E. Galeotos Chief Financial Officer and Vice President of /s/ Dale K. Jorgenson Finance - ------------------------------- Dale K. Jorgenson /s/ Sandra T. Hartley Director - ------------------------------- Sandra T. Hartley /s/ Giles H. Bateman Director - ------------------------------- Giles H. Bateman /s/ George R. Mrkonic Director - ------------------------------- George R. Mrkonic /s/ A. Maurice Myers Director - ------------------------------- A. Maurice Myers /s/ Cece Smith Director - ------------------------------- Cece Smith
II-4 INDEX TO EXHIBITS Exhibit Number Document - ------ -------- 4.1 Cheap Tickets, Inc. Amended and Restated 1999 Stock Incentive Plan (Incorporated by reference to Appendix A of the Company's Proxy Statement on Schedule 14A filed with the Commission on April 7, 2000 (File No. 000-25279). 5.1 Opinion of Morrison & Foerster LLP 23.1 Consent of PricewaterhouseCoopers LLP, Independent Public Accountants 23.2 Consent of Morrison & Foerster LLP (included in Exhibit 5.1) 24.1 Power of Attorney (see page II-4) II-5 EX-5.1 2 0002.txt OPINION OF MORRISON & FOERSTER LLP EXHIBIT 5.1 Opinion of Morrison & Foerster LLP [MORRISON & FOERSTER LLP LETTERHEAD] September 27, 2000 Cheap Tickets, Inc. 1440 Kapiolani Boulevard Honolulu, Hawaii 96814 Re: Amended and Restated 1999 Stock Incentive Plan Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") executed by you on September 27, 2000, and to be filed with the Securities and Exchange Commission (the "Commission") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of an aggregate of 240,000 shares of your common stock, $.001 par value (the "Common Stock"), which will be issuable under the above- referenced plan (the "Plan"). As your counsel in connection with the Registration Statement, we have examined the proceedings taken by you in connection with the authorization of the issuance of the shares of Common Stock under the Plan, and such documents as we have deemed necessary to render this opinion Based upon the foregoing, it is our opinion that the Common Stock, when issued and outstanding pursuant to the terms of the Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ MORRISON & FOERSTER LLP EX-23.1 3 0003.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 7, 2000 relating to the financial statements of Cheap Tickets, Inc., which appears in Cheap Tickets, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP Honolulu, Hawaii September 26, 2000 -----END PRIVACY-ENHANCED MESSAGE-----