SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
|
November 1, 2010 | |
Orbitz Worldwide, Inc.
Delaware
1-33599 | 20-5337455 | |
(Commission File Number) | (I.R.S. Employer Identification No.) |
500 W. Madison Street, Suite 1000, Chicago, Illinois | 60661 | |
(Address of Principal Executive Offices) | (Zip Code) |
(312) 894-5000
Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.02. | Termination of Material Definitive Agreement. |
On November 1, 2010, American Airlines, Inc. (AA) notified Orbitz Worldwide, LLC, a
wholly-owned subsidiary of Orbitz Worldwide, Inc. (the Company) and direct parent of Orbitz, LLC
(Orbitz), of its election to terminate the Second Amended and Restated Airline Charter Associate
Agreement, dated December 19, 2003, by and between AA and Orbitz (the Agreement). The
termination will be effective as of December 1, 2010.
The Agreement sets forth the terms under which Orbitz can offer air travel on behalf of AA to
consumers and requires AA to provide the Company with agreed upon transaction payments when
consumers book this travel. The Agreement also provides Orbitz with nondiscriminatory access to
seat availability for published fares as well as marketing and promotional support. In exchange
for this information and support, the Company pays AA a portion of the global distribution system
(GDS) fees that the Company receives from the GDS for AA transactions booked on the Orbitz.com
and Orbitz for Business websites. The Agreement was scheduled to otherwise expire on December 31,
2013. The foregoing description of the Agreement is qualified in its entirety by reference to the
form of the airline charter associate agreement entered into with AA and certain other airlines, a
copy of which is filed as Exhibit 10.1 to the Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2009 (the Annual Report).
In the notice, AA also exercised its right to terminate the Supplier Link Agreement that it
entered into with Orbitz in February 2004. The Supplier Link Agreement establishes a direct link
between Orbitz.com and AAs internal reservation systems and requires that Orbitz book certain
airline tickets through that direct link rather than through a GDS. In return, AA pays Orbitz a
per ticket fee. The termination of the Supplier Link Agreement will also be effective as of
December 1, 2010. A copy of the form of Supplier Link Agreement entered into with AA and certain
other airlines is filed as Exhibit 10.3 to the Annual Report.
Additionally, AA has informed the Company that it will terminate the Companys authority to
ticket AA flights on its Orbitz.com and Orbitz for Business websites, to take effect as of December
1, 2010.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ORBITZ WORLDWIDE, INC. |
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November 4, 2010 | By: | /s/ James P. Shaughnessy | ||
Name: | James P. Shaughnessy | |||
Title: | Senior Vice President, Chief Administrative Officer and General Counsel | |||
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