AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 2002
REGISTRATION NO. 333-______
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------
SABRE HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2662240
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3150 SABRE DRIVE
SOUTHLAKE, TEXAS 76092
(Address of principal executive offices) (Zip Code)
TRAVELOCITY HOLDINGS, INC. AMENDED 1999 LONG-TERM INCENTIVE PLAN
TRAVELOCITY.COM LP SECOND AMENDED 1999 LONG-TERM INCENTIVE PLAN
TRAVELOCITY HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN
TRAVELOCITY.COM LP EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
---------------------------
James Brashear
Corporate Secretary
Sabre Holdings Corporation
3150 Sabre Drive
Southlake, Texas 76092
(682) 605-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
James D.C. Barrall
Latham & Watkins
633 West Fifth Street
Suite 4000
Los Angeles, CA 90071
(213) 485-1234
(213) 891-8763 (fax)
CALCULATION OF REGISTRATION FEE
============================== ===================== ===================== ====================== ==================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount of Shares to Offering Price Per Aggregate Offering Amount of
Registered(1) be Registered (2) Share(3) Price(4) Registration Fee
============================== ===================== ===================== ====================== ==================
Class A Common Stock,
par value $.01 per share
("Shares") 1,444,580 Shares $42.6808 $ 61,655,858.08 $ 5,672.34
2,200,640 Shares $39.3587 $ 86,614,419.12 $ 7,968.53
1,108,430 Shares $47.9450 $ 53,143,682.13 $ 4,889.22
22,959 Shares $47.9450 $ 1,100,764.00 $ 101.27
54,754 Shares $47.9450 $ 2,625,196.00 $ 241.83
========= =============== ==========
Total 4,831,363 Shares $205,139,919.32 $18,873.18
(1) In addition, pursuant to Rule 416(c) of the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement covers an
indeterminate amount of interests to be offered pursuant to the Plans.
(2) 4,831,363 shares of Class A Commons Stock, par value $.01 per share
(the "Shares") issuable pursuant to various equity plans of Travelocity
Holdings, Inc. and Travelocity.com LP, which plans are being assumed by
Sabre Holdings Corporation, a Delaware corporation (the "Company") in
connection with the merger of Travelocity Holdings Sub Inc. with and
into Travelocity.com Inc, a wholly owned subsidiary of the Company (the
"Merger") are being newly registered hereunder. The number of newly
registered shares issuable pursuant to such plans has been calculated
pursuant to the exchange ratio utilized in connection with the Merger.
The newly registered shares are comprised of: (A) 1,444,580 Shares
issuable pursuant to outstanding grants under the Travelocity Holdings,
Inc. Second 1999 Long-Term Incentive Plan; (B) 2,200,640 Shares
issuable pursuant to outstanding grants under the Travelocity.com LP
Second Amended 1999 Long-Term Incentive Plan; (C) 1,108,430 Shares
authorized but unissued under the Travelocity.com LP Second Amended
1999 Long-Term Incentive Plan; (D) 22,959 Shares issuable pursuant to
the Travelocity Holdings, Inc. Employee Stock Purchase Plan; and (E)
54,754 Shares issuable pursuant to the Travelocity.com LP Employee
Stock Purchase Plan. Pursuant to Rule 416 under the Securities Act, the
amount registered hereunder includes an indeterminate number of shares
of common stock that may be issued in accordance with the provisions of
such plans in connection with any anti-dilution provisions or in the
event of any change in the outstanding shares of common stock,
including a stock dividend or stock split.
(3) Pursuant to Rule 457 of the Securities Act, the Proposed Maximum
Offering Price Per Share is based upon: (A) the weighed average
exercise price per share ($42.4589) of outstanding options for
1,444,580 Shares under the Travelocity Holdings, Inc. Amended 1999
Long-Term Incentive Plan; (B) the weighed average exercise price
per share ($39.2861) of outstanding options for 2,200,646 shares under
the Travelocity.com LP Second Amended 1999 Long-Term Incentive Plan;
(C) the average of the high and low prices of the Company's Shares as
reported on the New York Stock Exchange on April 11, 2002 ($47.9450)
for 1,108,430 Shares authorized but unissued pursuant to the
Travelocity.com LP Second Amended 1999 Long-Term Incentive Plan; (D)
the average of the high and low prices of the Company's Shares as
reported on the New York Stock Exchange on April 11, 2002 ($47.9450)
for 22,959 Shares issuable pursuant to the Travelocity Holdings, Inc.
Employee Stock Purchase Plan; and (E) the average of the high and low
prices of the Company's Shares as reported on the New York Stock
Exchange on April 11, 2002 ($47.9450) for 54,754 Shares issuable
pursuant to the Travelocity.com LP Employee Stock Purchase Plan. In all
cases, the weighted average exercise price per share has been
calculated in accordance with the exchange ratio utilized in the
Merger.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act.
2
PART I
This Registration Statement on Form S-8 is filed by the
Company, relating to 4,831,363 Shares to be made available pursuant to the
terms of the Travelocity.com LP Second Amended 1999 Long-Term Incentive Plan,
Travelocity Holdings, Inc. Amended 1999 Long-Term Incentive Plan,
Travelocity.com LP Employee Stock Purchase Plan and Travelocity Holdings, Inc.
Employee Stock Purchase Plan (collectively, the "Plans").
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registration Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company, are incorporated as of their
respective dates in this Registration Statement by reference:
A. The Company's Annual Report on Form 10-K filed
February 28, 2002 (File No. 001-12175), for the
fiscal year ended December 31, 2001.
B. All reports filed by the Company with the Commission
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to in (a)
above.
C. The description of the Shares contained in the
Registrant's Registration Statement on Form 8-A, as
filed with the Commission on September 16, 1996,
which incorporated by reference the section titled
"Description of Capital Stock" contained in the
Prospectus filed as part of the Registrant's
Registration Statement on Form S-1 (File No.
333-09747).
All documents filed by the Company or by the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents.
Any statement contained in a document incorporated or deemed
to be 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 is
also or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such
3
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 General Corporation Law of the State of
Delaware (the "DGCL") provides that a Delaware corporation may indemnify
directors and officers and certain other individuals against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by any such person in connection with any threatened,
pending or completed action, suit or proceeding (other than an action by or in
the right of the corporation) in which such person is involved because such
person is a director or officer of the corporation, if such person acted in good
faith and in a manner that such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. No indemnification shall be made to an officer or
director or other qualified individual if such person shall have been adjudged
to be liable to the corporation unless such person acted in good faith and in a
manner that such person reasonably believed to be in or not opposed to the best
interest of the corporation and only to the extent the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought,
determines that despite the adjudication of liability such person is fairly and
reasonably entitled to such indemnification. If such person is successful on the
merits or otherwise in defense of any action, then Section 145 provides that
such person shall be indemnified against expenses including attorneys' fees
actually and reasonably incurred by that person in connection therewith. Section
102(b)(7) of the DGCL provides that the liability of a director may not be
limited or eliminated for the breach of such director's duty of loyalty to the
corporation or its stockholders, for such director's intentional acts or
omissions not in good faith, for such director's concurrence in or vote for an
unlawful payment of a dividend or unlawful stock purchase or redemption or for
any improper personal benefit derived by the director from any transaction.
The Bylaws of the Company provide that the Company will
indemnify any person who was or is a party (or is threatened to be made a party)
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was or has agreed to serve at the request of the Company as a
director or officer of the Company, or is or was serving or has agreed to serve
at the request of the Company as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity. The Company's
Bylaws further provide that the Company may indemnify any person who was or is a
party (or is threatened to be made a party) to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was or has agreed to
become an employee or agent of the Company, or is or was serving or has agreed
to serve at the request of the Company as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in such capacity.
The indemnification referred to in the preceding paragraph
will be from and against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and
4
reasonably incurred by the indemnitee or on his or her behalf in connection with
such action, suit or proceeding and any appeal therefrom. However, such
indemnification will only be provided if the indemnitee acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action, suit or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Notwithstanding the preceding two sentences, in the case of an action or suit by
or in the right of the Company to procure a judgment in its favor (a) the
indemnification referred to in this paragraph will be limited to expenses
(including attorneys' fees) actually and reasonably incurred by such person in
the defense or settlement of such action or suit, and (b) no indemnification
will be made in respect of any claim, issue or matter as to which such person
will have been adjudged to be liable to the Company unless, and only to the
extent that, the Delaware Court of Chancery (or the court in which such action
or suit was brought) determines upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Delaware
Court of Chancery (or such other court) deems proper. To the extent that a
director, officer, employee or agent of the Company has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to
above or in defense of any claim, issue or matter therein, he or she will be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith. Expenses incurred by a director
or officer in defending a civil or criminal action, suit or proceeding will be
paid by the Company in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it will ultimately be determined that he or she
is not entitled to be indemnified by the Company. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Company's Board of Directors deems appropriate.
The indemnification described in the preceding two paragraphs
will not be deemed exclusive of any other rights to which those indemnified may
be entitled under any Bylaw of the Company, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, will
continue as to a person who has ceased to be a director, officer, employee or
agent and will inure to the benefit of the heirs, executors and administrators
of such a person. The Company will purchase and maintain insurance on behalf of
any person who is or was or has agreed to serve at the request of the Company as
a director or officer of the Company, or is or was serving at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against, and
incurred by, him or her or on his or her behalf in any such capacity, or arising
out of his or her status as such, whether or not the Company would have the
power to indemnify him or her against such liability under the provisions of the
Company's Bylaws; provided, however, such insurance must be available on
acceptable terms, which determination shall be made by a vote of a majority of
the Company's Board of Directors.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
A list of exhibits included as part of this Registration
Statement is set forth on the Exhibit Index appearing elsewhere herein and is
incorporated herein by reference.
5
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
this 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;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply to information contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability
under the Act, each such post-effective amendment
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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered that 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 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
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
6
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 of 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.
7
SIGNATURES
Pursuant to the requirements of the Securities Act 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Southlake, State of Texas, on April 16, 2002.
SABRE HOLDINGS CORPORATION
By: /s/ James F. Brashear
-----------------------------------
James F. Brashear
Corporate Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
James Brashear his true and lawful attorney-in-fact and agent, with full power
of substitution and reimbursement, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments or supplements to this
Registration Statement and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing necessary or appropriate to be done
with respect to this Registration Statement or any amendments or supplements
hereto in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons on
behalf of the registrant and in the capacities indicated as of April 12, 2002.
Signature Title
--------- -----
/s/ William J. Hannigan Chairman of the Board of Directors,
---------------------------------- President and Chief Executive
William J. Hannigan Officer (Principal Executive Officer)
/s/ Jeffery M. Jackson Executive Vice President,
---------------------------------- Chief Financial Officer and Treasurer
Jeffery M. Jackson (Principal Financial Officer and Principal
Accounting Officer)
/s/ Paul C. Ely, Jr. Director
----------------------------------
Paul C. Ely, Jr.
Signature Title
--------- -----
/s/ Bob L. Martin Director
----------------------------------
Bob L. Martin
Director
----------------------------------
Glenn W. Marschel, Jr.
/s/ Mary Alice Taylor Director
----------------------------------
Mary Alice Taylor
Director
----------------------------------
Richard L. Thomas
/s/ David Dorman Director
----------------------------------
David Dorman
/s/ Royce S. Caldwell Director
----------------------------------
Royce S. Caldwell
/s/ Pamela Strobel Director
----------------------------------
Pamela Strobel
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Plans, as applicable, have duly caused this Registration
Statement to be signed on such Plans behalf by the undersigned, thereunto
duly authorized, in the City of Southlake, State of Texas, on April 15, 2002.
TRAVELOCITY HOLDINGS, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: The Compensation/Nomination Committee of the
Board of Directors of Sabre Holdings
Corporation, acting as Plan Administrator,
/s/ Royce S. Caldwell
--------------------------------------------
Royce S. Caldwell
/s/ David Dorman
--------------------------------------------
David Dorman
/s/ Paul Ely
--------------------------------------------
Paul Ely
--------------------------------------------
Glenn W. Marschel, Jr.
/s/ Bob L. Martin
--------------------------------------------
Bob L. Martin, Chairman
/s/ Pamela Strobel
--------------------------------------------
Pamela Strobel
/s/ Mary Alice Taylor
--------------------------------------------
Mary Alice Taylor
--------------------------------------------
Richard L. Thomas
TRAVELOCITY.COM LP EMPLOYEE
STOCK PURCHASE PLAN
By: The Compensation/Nomination Committee of the
Board of Directors of Sabre Holdings
Corporation, acting as Plan Administrator,
/s/ Royce S. Caldwell
--------------------------------------------
Royce S. Caldwell
/s/ David Dorman
--------------------------------------------
David Dorman
/s/ Paul Ely
--------------------------------------------
Paul Ely
--------------------------------------------
Glenn W. Marschel, Jr.
/s/ Bob L. Martin
--------------------------------------------
Bob L. Martin, Chairman
/s/ Pamela Strobel
--------------------------------------------
Pamela Strobel
/s/ Mary Alice Taylor
--------------------------------------------
Mary Alice Taylor
--------------------------------------------
Richard L. Thomas
EXHIBIT INDEX
4.1 Second Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000)
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2001)
4.3 Specimen Certificate representing Class A Common Stock (incorporated by
reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000)
4.4 Travelocity Holdings, Inc. Amended 1999 Long-Term Incentive Plan and
the first amendment thereto, effective April 10, 2002
4.5 Travelocity.com LP Second Amended 1999 Long-Term Incentive Plan and the
first amendment thereto, effective April 11, 2002
4.6 Travelocity Holdings, Inc. Employee Stock Purchase Plan and the first
amendment thereto, effective April 10, 2002
4.7 Travelocity.com LP Employee Stock Purchase Plan, the amendment
thereto, effective July 17, 2001 and the first amendment thereto,
effective April 11, 2002
5.1 Legal Opinion of Latham & Watkins
23.1 Consent of Latham & Watkins (1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (2)
(1) Included in Exhibit 5.1.
(2) Included on the signature page