8-K 1 item501502greenthalresigna.htm 8-K Item 5.01/5.02 Greenthal Resignation



UNITED STATES
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

Date of Report (Date of Earliest Event Reported): April 12, 2013

ORBITZ WORLDWIDE, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

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
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)


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. below):

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 5.01
Changes in Control of Registrant.

On April 15, 2013, following consummation of the Travelport Limited comprehensive refinancing plan, (the “Refinancing”) Orbitz Worldwide, Inc. is no longer a “controlled company” as defined in Section 303A of the New York Stock Exchange listing rules. Because of the Refinancing, The Blackstone Group, L.P. no longer beneficially owns, directly or indirectly through voting control of its affiliates (including Travelport), in excess of 50% of our outstanding common stock.


Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors or Certain Officers

On April 12, 2013, Jill Greenthal notified us of her intent to resign as a member of the Orbitz Worldwide, Inc. Board of Directors effective May 10, 2013.
 








SIGNATURES
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.
 
 
 
 
 
 
 
Dated:
April 18, 2013
By:
/s/ James F. Rogers
 
 
 
 
Name:
James F. Rogers
 
 
 
 
Title:
Senior Vice President,
Secretary and General Counsel