As filed with the Securities and Exchange Commission on July 25, 2001
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 No.)
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 the plan)
_______________
Michael J. Hartley
Executive Chairman of the Board
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...................... 1,208,019 shares (1) $10.88 (2) $13,143,247 (2) $3,286
==================================================================================================================
(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 of 1933
(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 July
20, 2001.
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 1,208,019
shares of Common Stock, $.001 par value, of Cheap Tickets, Inc. for issuance
under its Amended and Restated 1999 Stock Incentive Plan (the "Plan"). These
shares were added to the Plan pursuant to provisions in the Plan which increase
the number of shares reserved for issuance based on a formula. Under General
Instruction E to Form S-8, the information contained in the Registrant's
registrations on Form S-8, Registration Nos. 333-78465 and 333-46724, as filed
with the Securities and Exchange Commission on May 14, 1999 and September 27,
2000, respectively, are currently effective and are 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
and 333-46724.
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, 2000, as filed with the Commission on April 2, 2001 (File No. 000-
25279).
(b) 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.
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A (File No. 000-25279), including any amendment
or report filed for the purpose of updating such description.
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(b)(7) of
the DGCL permits a provision in the certificate of incorporation of each
corporation organized thereunder, such as the Registrant, 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 Registrant
eliminates the liability of each of its directors to its stockholders or the
Registrant 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 Registrant maintains a directors' and officers' liability and
reimbursement insurance policy intended to reimburse the Registrant for any
payments made by it pursuant to its indemnification obligations.
The foregoing statements are subject to the detailed provisions of Section
102(b)(7) of the DGCL and the Certificate of Incorporation of the Registrant, 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 Registrant's definitive 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;
(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 dollar 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 or paid 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 July 25, 2001.
CHEAP TICKETS, INC.
By: /s/ Michael J. Hartley
----------------------
Michael J. Hartley
Executive Chairman of the Board
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Michael J. Hartley and
Samuel D. Horgan, 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 July 25, 2001.
Signature Title
/s/ Michael J. Hartley Executive Chairman of the Board
- ----------------------------------
Michael J. Hartley
/s/ Sam E. Galeotos President, Chief Executive Officer and Director
- ----------------------------------
Sam E. Galeotos
/s/ Samuel D. Horgan Chief Financial Officer and Vice President of Finance
- ----------------------------------
Samuel D. Horgan
/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
/s/ Jeffrey Watanabe Director
- ----------------------------------
Jeffrey Watanabe
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 Registrant's
definitive 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