As filed with the Securities and Exchange Commission on September 27, 2000
Registration No. 333-_____
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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
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock, $.001 par value
per share...................... 240,000 shares (1) $10.72 (2) $2,572,800 (2) $680
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(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.
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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.
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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.
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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)
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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.
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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
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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
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Michael J. Hartley
/s/ Sam E. Galeotos President, Chief Operating Officer and Director
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Sam E. Galeotos
Chief Financial Officer and Vice President of
/s/ Dale K. Jorgenson Finance
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Dale K. Jorgenson
/s/ Sandra T. Hartley Director
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Sandra T. Hartley
/s/ Giles H. Bateman Director
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Giles H. Bateman
/s/ George R. Mrkonic Director
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George R. Mrkonic
/s/ A. Maurice Myers Director
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A. Maurice Myers
/s/ Cece Smith Director
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Cece Smith
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INDEX TO EXHIBITS
Exhibit
Number Document
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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)
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