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Share Name | Share Symbol | Market | Type |
---|---|---|---|
(MM) | NASDAQ:EPAX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.89 | 0 | 01:00:00 |
Delaware
|
91-1957010
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
|
incorporation
or organization)
|
||
Dwight
D. Eisenhower Building
2001
South Flint Road
Spokane,
WA
(Address
of Principal Executive Offices)
|
99224
(Zip
Code)
|
Large accelerated filer
|
¨
|
|
Accelerated filer
|
x
|
||
Non-accelerated
filer
|
¨
|
|
Smaller reporting company
|
¨
|
Title
of securities
|
Amount
to be
|
Proposed
maximum
|
Proposed
maximum
|
Amount
of
|
||||||||||||
to
be registered
|
Registered(1)
|
offering
price per share(2)
|
aggregate
offering price(2)
|
registration
fee
|
||||||||||||
|
|
|
|
|
||||||||||||
Common
Stock, $0.01 par value
|
1,404,458
|
$
|
12.69
|
$
|
17,822,572.02
|
$
|
994.50
|
(1)
|
In
the event of a stock split, stock dividend, or similar transaction
involving the registrant’s common stock, the number of shares registered
hereby shall automatically be increased to cover the additional shares in
accordance with Rule 416(a) under the Securities Act of 1933, as amended
(the “Securities Act”).
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act, and represents the average of the
high and low sales prices of the common stock, as reported on the Nasdaq
Stock Market on June 1, 2009 as to 1,404,458 shares available for
future grant under the plan.
|
(a)
|
the
registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2008, as filed with the Commission on March 12,
2009;
|
(b)
|
the
registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2009, as filed with the Commission on May 8,
2009;
|
(c)
|
the
registrant’s Current Reports on Form 8-K as filed with the Commission on
January 9, 2009, February 27, 2009 and May 13, 2009;
and
|
(d)
|
The
description of registrant’s common stock contained in its Registration
Statement on Form 10 (File No. 0-33347), including any amendment
or report filed for the purpose of updating such
description.
|
Opinion
of Loeb & Loeb LLP
|
||
10.1
|
2009
Equity Participation Plan incorporated by reference to Appendix A to the
registrant’s Definitive Proxy Statement on Schedule 14A, filed with the
Commission on April 6, 2009.
|
|
23.1
|
Consent
of Loeb & Loeb LLP (included in Exhibit 5.1)
|
|
23.2
|
Consent
of BDO Seidman, LLP
|
|
24.1
|
Power
of Attorney (included on signature page
hereto)
|
(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;
|
(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 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 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 this registration statement 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.
|
(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 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 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.
|
AMBASSADORS
GROUP, INC
|
||||
By:
|
/s/
Jeffrey D. Thomas
Jeffrey
D. Thomas
President
and Chief Executive Officer
|
|
|
Title
|
Date
|
|||
/s/
JEFFREY D. THOMAS
|
President,
Chief Executive
Officer
and Director
(Principal
Executive Officer)
|
June
4, 2009
|
|||
Jeffrey
D. Thomas
|
|||||
/s/
JOHN A. UEBERROTH
|
Chairman
of the Board of Directors
|
June
4, 2009
|
|||
John
A. Ueberroth
|
|||||
/s/
CHADWICK J. BYRD
|
Chief
Financial Officer and Secretary
|
June
4, 2009
|
|||
Chadwick
J. Byrd
|
(Principal Financial
and Accounting Officer)
|
||||
/s/
BRIGITTE M. BREN
|
Director
|
June
4, 2009
|
|||
Brigitte
M. Bren
|
|||||
/s/
DANIEL G. BYRNE
|
Director
|
June
4, 2009
|
|||
Daniel
G. Byrne
|
|||||
/s/
RAFER L. JOHNSON
|
Director
|
June
4, 2009
|
|||
Rafer
L. Johnson
|
|||||
/s/
JAMES M. KALUSTIAN
|
Director
|
June
4, 2009
|
|||
James
M. Kalustian
|
/s/
JOSEPH J. UEBERROTH
|
Director
|
June
4, 2009
|
|||
Joseph J. Ueberroth | |||||
/s/
RICARDO L. VALENCIA
|
Director
|
June
4, 2009
|
|||
Ricardo
L. Valencia
|
|||||
/s/RICHARD
D. C. WHILDEN
|
Director
|
June
4, 2009
|
|||
Richard
D. C. Whilden
|
Exhibit
|
||
Number
|
Exhibit
Description
|
|
|
|
|
5.1
|
Opinion
of Loeb & Loeb LLP
|
|
10.1
|
2009
Equity Participation Plan incorporated by reference to Appendix A to the
Registrant’s Definitive Proxy Statement on Schedule 14A filed with the
Commission on April 6, 2009.
|
|
23.1
|
Consent
of Loeb & Loeb LLP (included in Exhibit 5.1)
|
|
23.2
|
Consent
of BDO Seidman, LLP
|
|
24.1
|
Power
of Attorney (included on signature page
hereto)
|
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