Registration No. 333-_____.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
under the Securities Act of 1933
travelbyus, Inc.
(Exact Name of Issuer as specified in its charter)
Texas 75-2631373
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
700 North Pearl Street, Suite 2170
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
Consulting Agreement dated April 20, 2001
between travelbyus, Inc. and Steven Antebi
(Full Title of Plan)
Richard L. Morgan
Executive Vice President
travelbyus, Inc.
700 North Pearl Street, Suite 2170
Dallas, Texas 75201
(Name and address of agent for service)
(214) 922-8100
(Telephone number, including area code, of agent for service)
Copy to:
David G. Edwards
Doepken Keevican & Weiss
58th Floor, USX Tower, 600 Grant Street
Pittsburgh, Pennsylvania 15219
CALCULATION OF REGISTRATION FEE
----------------------------
Proposed Proposed
Offering Maximum Maximum
Title of Securities Amount to be Price Aggregate Amount of
to be Registered Registered per Share Offering Price Registration Fee
---------------- ---------- --------- ------------- ----------------
Common Stock, $0.01 4,200,000 $0.78 (1) $3,276,000 (1) $819 (1)
par value per share
--------------------------------------
(1) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(c) of the rules of the Securities and Exchange Commission.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant has incorporated by reference in this Registration
Statement the documents listed below. These documents have been filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934.
1. The Registrant's Annual Report on Form 10-KSB for the year ended June
30, 2000.
2. The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2000.
3. The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 2000.
4. The Registrant's Amended Quarterly Report on Form 10-QSB/A for the
quarter ended December 31, 2000.
5. The description of the Registrant's Common Stock included in the
Registration Statement on Form 8-A filed June 12, 1997, including any
subsequent amendment or any report filed for the purpose of updating such
description.
6. The Registrant's Current Report on Form 8-K filed on February 8, 2001.
7. The Registrant's Amended Current Report on Form 8-K/A filed on April 13,
2001.
8. The Registrant's Current Report on Form 8-K filed on April 23, 2001.
9. The Registrant's Current Report on Form 8-K filed on May 2, 2001.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby 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 respective dates of
filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Articles of Incorporation of the Registrant generally limit the
liability of the Registrant's directors and officers to the Registrant and the
shareholders for money damages to the fullest extent permitted from time to time
by the laws of the State of Texas. The Articles of Incorporation also provide
generally for the indemnification of directors and officers, among others,
against judgments, settlements, penalties, fines, and reasonable expenses
actually incurred by them in connection with any proceeding to which they may be
made a party by reason of their service in those or other capacities except in
connection with a proceeding by or in the rights of the Registrant in which the
director was adjudged liable to the Registrant or in connection with any other
proceeding, whether or not involving action in his official capacity, in which
he was adjudged liable on the basis that personal benefit was improperly
received by him. The Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, any indemnification for liabilities arising
under the Securities Act of 1933 is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable.
The Registrant may purchase director and officer liability insurance
for the purpose of providing a source of funds to pay any indemnification
described above.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.
Item 9. Undertakings.
The 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 which,
individually or in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) To include any material information on the
plan of distribution.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment is
incorporated by reference from periodic reports filed by the Registrant under
the Securities Exchange Act of 1934.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be treated as
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 file a post-effective amendment to remove from registration
any of the securities being registered which remain unsold at the end of
the offering.
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 registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Dallas, State of Texas, on May 11, 2001.
travelbyus, Inc.
(Registrant)
By: /s/ William Kerby
---------------------
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, William Kerby and
Richard L. Morgan or any of them, with full power to act alone, his true and
lawful attorney-in-fact, with full power substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) 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 attorneys-in-fact 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 he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or any of them 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 and on the dates indicated.
Signature Title Date
/s/ William Kerby President, Chief Executive Officer and Director May 11, 2001
-----------------
William Kerby (principal executive officer)
/s/ Greg Miller Chief Financial Officer May 11, 2001
---------------
Greg Miller (principal financial and accounting officer)
/s/ John Craig Director May 11, 2001
--------------
John Craig
/s/ William Curtis Director May 11, 2001
------------------
William Curtis
/s/ Alan Thompson Director May 11, 2001
-----------------
Alan Thompson
Index to Exhibits
-----------------
4.1 Consulting Agreement dated as of April 20, 2001 between travelbyus,
Inc. and Steven Antebi.
5.1 Opinion of Doepken Keevican & Weiss.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Hein + Associates LLP
23.3 Consent of Ernst & Young LLP
24.1 Powers of Attorney (included on signature page)
Exhibit 5.1
May 11, 2001
travelbyus, Inc.
700 North Pearl Street, Suite 2170
Dallas, Texas 75201
RE: travelbyus, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for travelbyus, Inc., a Texas corporation (the
"Company"), in connection with the registration with the Securities and Exchange
Commission (the "SEC") by the Company of 4,200,000 shares of the Company's
common stock ("Common Stock") issuable in accordance with the terms of the
Consulting Agreement dated as of April 20, 2001 between the Company and Steven
Antebi (the "Agreement"), pursuant to the Securities Act of 1933, as amended
(the "Act").
In connection with the registration, we have examined the following:
(a) the Certificate of Incorporation and By-laws of the Company, each
as amended to date;
(b) the Registration Statement on Form S-8 (the "Registration
Statement") relating to the Common Stock, as filed with the SEC;
(c) the Agreement; and
(d) such other documents, records, opinions, certificates and papers
as we have deemed necessary or appropriate in order to give the
opinions hereinafter set forth.
The opinions hereinafter expressed are subject to the following
qualifications and assumptions:
(i) In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals and the conformity of all documents submitted to us as
copies to the originals thereof.
(ii) As to the accuracy of certain factual matters, we have relied on
the certificates of officers of the Company and certificates, letters,
telegrams or statements of public officials.
Based upon and subject to the foregoing, we are pleased to advise you
that it is our opinion that the shares of Common Stock proposed to be issued in
accordance with the Agreement have been duly authorized for issuance and, when
issued in accordance with the terms of the Agreement, will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Doepken Keevican & Weiss
-----------------------------
DOEPKEN KEEVICAN & WEISS
PROFESSIONAL CORPORATION
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 26, 2001, except
as to note 23, which is as at April 1, 2001, relating to the consolidated
financial statements of travelbyus.com, ltd., which appears in the Amended
Current Report on Form 8-K/A of travelbyus, Inc. filed with the Securities and
Exchange Commission on April 13, 2001.
/s/ PricewaterhouseCoopers LLP
------------------------------
Chartered Accountants
Vancouver, Canada
May 8, 2001
Exhibit 23.2
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 11, 2000 accompanying the
consolidated financial statements of travelbyus, Inc. (then named Aviation
Group, Inc.) contained in the Annual Report on Form 10-KSB of travelbyus, Inc.
for the year ended June 30, 2000.
/s/ Hein + Associates LLP
--------------------------
Hein + Associates LLP Certified Public Accountants
May 11, 2001
Dallas, Texas
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of travelbyus, Inc. of our audit report dated April 21,
1999 with respect to the consolidated financial statements of travelbyus.com,
ltd. [formerly LatinGold Inc.], which report appears in the Amended Current
Report on Form 8-K/A of travelbyus, Inc. filed with the Securities and Exchange
Commission on April 13, 2001.
/s/ ERNST & YOUNG LLP
---------------------
May 8, 2001 Ernst & Young LLP
Toronto, Canada Chartered Accountants