-----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, QrOtMGJfNHbKFULOhoIwH9uYpcuhzQF+zA1H3DegLynfFkSzu438mXD55t/qmj1w BglNJcCH59bxczEXsxxQsw== 0001068800-99-000163.txt : 19990422 0001068800-99-000163.hdr.sgml : 19990422 ACCESSION NUMBER: 0001068800-99-000163 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990421 EFFECTIVENESS DATE: 19990421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTRAV INC CENTRAL INDEX KEY: 0000942317 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 431323155 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-05361 FILM NUMBER: 99598417 BUSINESS ADDRESS: STREET 1: 7711 BONHOMME AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147270500 MAIL ADDRESS: STREET 1: 7711 BONHOMME AVE CITY: ST LOUIS STATE: MO ZIP: 63105-1961 S-8 POS 1 INTRAV, INC. AMENDMENT NO. 1 TO FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1999 REGISTRATION NO. 333-05361 =============================================================================== 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) 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)
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 CALCULATION OF REGISTRATION FEE ==========================================================================================================
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 PRICE - ---------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 250,000 $16.28 $4,070,312.50 $1,131.55 ========================================================================================================== The shares being registered hereby are reserved for issuance pursuant to the Company's Amended Incentive Stock Plan. 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.
=============================================================================== 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. 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.
Signature Title Date --------- ----- ---- /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 - /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
- 3 - EXHIBIT INDEX ------------- 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). - 4 - EX-5.1 2 OPINION RE LEGAL MATTERS [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 EX-23.2 3 CONSENT OF EXPERT [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 -----END PRIVACY-ENHANCED MESSAGE-----