Me thinks they jumped the gun on this filing. But boy were they locked and loaded. Confirm anything more to you or is your head still in the sand? 01/06/99 18:13:26
3,321,800 REDEEMABLE COMMON STOCK PURCHASE WARRANTS
(and 3,321,800 shares of Common Stock Issuable under the Warrants)
Of the securities offered hereby 3,105,000 Redeemable Common Stock
Purchase Warrants (the "Warrants") were sold (along with 1,350,000 shares of the
Company's Common Stock, par value $.01 per share (the "Common Stock")), by 800
Travel Systems, Inc., a Delaware corporation (the "Company") in its initial
public offering which closed on January 21, 1998 and January 23, 1998 (the
"IPO"). The Common Stock and the Warrants (collectively, the "Securities") were
offered and sold separately and not as units, and each is separately
transferable. Prior to the IPO, there was no public market for the Common Stock
and the Warrants. The initial public offering price was $5.00 per share of
Common Stock and $.125 per Warrant.
The Company hereby offers 3,321,800 shares of Common Stock issuable upon
exercise of the Warrants, including the 3,105,000 Warrants sold in the IPO. Each
Warrant entitles the holder to purchase one share of Common Stock at a price of
$6.25 per share during the five-year period commencing January 21, 1998. The
Warrants are redeemable by the Company for $.05 per Warrant on not less than 30
nor more than 60 days written notice if the closing price for the Common Stock
for seven trading days during a 10 consecutive trading day period ending not
more than 15 days prior to the date that the notice of redemption is mailed
equals or exceeds $10.00 per share, subject to adjustment under certain
circumstances and provided there is then a current effective registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the issuance and sale of Common Stock upon the exercise of the
Warrants. Any redemption of the Warrants until January 13, 1999 will require the
written consent of First London Securities Corporation, one of the
representatives of the underwriters of the IPO (collectively, along with First
Liberty Investment Group, Inc., the "Representatives"). The Company has agreed
to pay a solicitation fee (the "Solicitation Fee") in connection with the
exercise of the Warrants equal to 5% of the exercise price. See "Description of
Securities."
The initial public offering prices of the Common Stock and Warrants and
the exercise price and other terms of the Warrants were determined through
negotiations between the Company and the Representatives and are not related to
the Company's assets, book value, financial condition or other recognized
criteria of value. Although the Common Stock and Warrants are listed on the
Boston Stock Exchange under the symbols "IFL" and "IFLW", respectively, and on
the Nasdaq SmallCap Market under the symbols "IFLY" and "IFLYW," respectively,
there can be no assurance that an active trading market in the Company's
securities will be sustained. On December 31, 1998, the closing bid prices of
the Common Stock and Warrants were $12 1/4 and $6 1/8, respectively.
The Registration Statement relating to this Prospectus also covers the
offering by selling securityholders (the "Selling Securityholders") of 478,284
shares of Common Stock (the "Registered Shares") and 250,000 warrants (the
"Registered Warrants") identical to the Warrants (and 250,000 shares of Common
Stock issuable thereunder) (collectively, the "Registered Securities"), which
were not underwritten but which may be sold from time to time pursuant to
arrangements made by the Selling Securityholders. Sales of the Registered
Securities and other shares previsously subject to lock-up agreements or the
potential of such sales at any time, may have an adverse effect on the market
prices of the securities offered under this Prospectus. See "Shares Eligible for
Future Sale." The Company will not receive any of the proceeds from the sale of
the securities by the Selling Securityholders. The Company will bear all
expenses incurred by the Selling Securityholders, other than brokerage fees and
commissions and fees of independent counsel, if any.
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THESE ARE SPECULATIVE SECURITIES, AND AN INVESTMENT IN THE SECURITIES OFFERED
UNDER THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL
DILUTION FROM THE PUBLIC OFFERING PRICE OF THE COMMON STOCK AND SHOULD BE
CONSIDERED ONLY BY INVESTORS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 AND "DILUTION."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is January ___, 1999
AVAILABLE INFORMATION
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