UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                 to
 Commission file number: 0-26420
 AMBASSADORS INTERNATIONAL, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    91-1688605(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)2101 4th Avenue Suite 210Seattle, Washington
    
    98121(Address of Principal Executive Offices)
    
    (Zip Code)
 Registrants Telephone Number, Including Area Code: (206) 292-9606
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $.01 Par Value
    
    Nasdaq Global Market
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 Yes o No þ
 þ o
 o o
 þ
  Large accelerated filer oAccelerated filer oNon-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company þ o þ
   Class
    
    Outstanding at March 29, 2010Common Stock, $.01 par value per share
    
    26,517,557




---



##### 



Explanatory Note
  
 ii




---



##### 



TABLE OF CONTENTS
 PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    1Item 11.
    
    Executive Compensation
    
    4Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    7Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    8Item 14.
    
    Principal Accounting Fees and Services
    
    9PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    11SIGNATURES
    
    12EXHIBIT INDEX
    
    13
 iii




---



##### 



PART III
 Item 10. Directors, Executive Officers and Corporate Governance
  Director and Executive Officer Biographical Information
 Timothy J. Bernlohr
 Eugene I. Davis




---



##### 



Daniel J. Englander
 Stephen P. McCall
 Arthur A. Rodney
 Mark T. Detillion
 Tammy C. Smolkowski
  Other Key Officer Biographical Information
 Diane Moore
 2




---



##### 



Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Security Holder Nominations
  Audit Committee
  3




---



##### 



Item 11. Executive Compensation
 Summary Compensation Table
  Name and Principle Position
    
    Year
    
    Salary($)
    
    Bonus($)
    

StockAwards($) (1)
    

OptionAwards($) (1)
    
    Non-EquityIncentive PlanCompensation($)
    
    NonqualifiedDeferredCompensationEarnings($)
    

All
OtherCompensation($) (2)
    
    Total($)Arthur A. Rodney
    
    
    2009
    
    
    $
    59,748
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    59,748Director, President
    
    
    2008
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/Aand Chief Executive
    
    
    2007
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AOfficerMark Detillion
    
    
    2009
    
    
    $
    138,647
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    500
    
    
    $
    138,647Chief Financial
    
    
    2008
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AOfficer
    
    
    2007
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATammy Smolkowski
    
    
    2009
    
    
    $
    93,477
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    93,477Chief Accounting
    
    
    2008
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AOfficer
    
    
    2007
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AJoseph J. Ueberroth
    
    
    2009
    
    
    $
    127,926
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    127,926Former Chairman,
    
    
    2008
    
    
    $
    375,000
    
    
    $
    0
    
    
    $
    197,500
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    90
    
    
    $
    1,575,919President and Chief
    
    
    2007
    
    
    $
    375,000
    
    
    $
    0
    
    
    $
    743,000
    
    
    $
    799,200
    
    
    $
    0
    
    
    $
    0
    
    
    $
    26,300
    
    
    $
    1,261,238Executive Officer
  (1)
    
    Refer to Notes to Consolidated Financial
StatementsStock Plans included in our Annual Report on
Form 10-K filed on March 31, 2010 for the relevant assumptions used
to determine the valuation of our stock and option awards.(2)
    
    Includes amounts received for 401(k) matching
contributions.
  Employment Agreements and Severance Agreements
   4




---



##### 



Equity-Based Compensation Plans
   Director Compensation
  5




---



##### 



Director Compensation Table-2009
  NonqualifiedFees earned
    
    
    
    
    
    
    
    
    
    Non-equity
    
    deferredor paid in
    
    
    
    
    
    
    
    
    
    incentive plan
    
    compensation
    
    All otherName
    
    cash ($)
    

Stock
awards ($) (5)
    
    Option awards ($)
    
    compensation
    
    earnings ($)
    
    compensation
    
    Total ($)Eugene I. Davis,
Chairman(1)
    
    $
    12,500
    
    
    $
    157,393
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    169,893Daniel J. Englander
    
    $
    21,500
    
    
    $
    26,232
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    47,732Stephen P.
McCall(1)
    
    $
    6,250
    
    
    $
    26,232
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    32,482John G.
Bianco,
III(1)(4)
    
    $
    6,250
    
    
    $
    26,232
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    32,482Brigitte M.
Bren(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0James L.
Easton(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0J. Hale Hoak(3)
    
    $
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    15,000Rafer L.
Johnson(3)
    
    $
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    20,000Robert P.
Mosier(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0J. Fife Symington,
IV(2)
    
    $
    5,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,000
 
 (1)
    
    Appointed to the board of directors effective November 17, 2009.(2)
    
    Resigned from the board of directors effective March 18, 2009.(3)
    
    Resigned from the board of directors effective November 17, 2009.(4)
    
    Resigned from the board of directors effective February 15, 2010.(5)
    
    The aggregate number of shares subject to stock awards as of
December 31, 2009 was 321,211,53,535 and 53,535 for each of Messrs
Davis, Englander and McCall, respectively. Mr. Bianco resigned on
February 15, 2010 and his stock award relating to 53,535 shares
terminated.   6




---



##### 



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
   Amount and Nature of
    
    Percent of ClassBeneficial Ownership
    
    of CommonName of Beneficial Owner
    
    of Common Stock(1)
    
    StockWhippoorwill Associates, Inc.
    
    
    5,836,060
    (2)
    
    
    22.2
    %Highbridge International LLC
    
    
    4,031,589
    (3)
    
    
    15.3
    %Polygon Global Opportunities Master Fund
    
    
    3,801,213
    (4)
    
    
    14.5
    %FMR LLC
    
    
    1,843,012
    (5)
    
    
    7.01
    %Eugene I. Davis
    
    
    321,211
    (6)
    
    
    1.2
    %Timothy J. Bernlohr
    
    
    53,535
    (7)
    
    
    *Daniel J. Englander
    
    
    276,779
    (8)
    
    
    1.0
    %Stephen P. McCall
    
    
    53,535
    (9)
    
    
    *Arthur A. Rodney
    
    
    800
    (10)
    
    
    *Mark Detillion
    
    
    
    (11)
    
    
    Tammy Smolkowski
    
    
    
    (12)
    
    
    *All current executive officers and directors as a group
    
    
    705,860
    
    
    
    2.7
    %
 
 (1)
    
    Beneficial ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities. Shares of our common stock which
are purchasable under options which are currently exercisable or which will become exercisable no
later than June 22, 2010 which are indicated in the footnotes, are deemed
outstanding for computing the percentage of shares held by the person holding such options but are
not deemed outstanding for computing the percentage of shares held by any other person. Except as
indicated by footnote and subject to community property laws where applicable, the persons named in
the table have sole voting and investment power with respect to all shares of our common stock
shown as beneficially owned by them. Each of the named executive officers shares owned includes
shares of restricted stock, as indicated in footnotes. The holders of our restricted stock are
entitled to vote and receive dividends, if declared, on the shares of our common stock covered by
the restricted stock grant.(2)
    
    This information is based upon a Schedule 13D/A filed with the SEC dated March 26, 2010
made by Whippoorwill Associates Incorporated. Shelly F. Greenhaus, as president and principal of
Whippoorwill Associates Incorporated, and Steven K. Gendal, as principal of Whippoorwill Associates
Incorporated, may also be deemed to beneficially owns such shares. The address for Whippoorwill
Associates Incorporated is 11 Martine Avenue, White Plains, New York 10606. 7




---



##### 



(3)
    
    This information is based upon a Schedule 13G filed with the SEC dated November 13, 2009
made by Highbridge International LLC setting forth information as of such date. Highbridge Capital
Management, LLC, the trading manager of Highbridge International LLC and Glenn Dubin, the chief
executive officer of Highbridge Capital Management LLC, may also be deemed to beneficially own such
shares. The address for Highbridge International LLC is c/o Harmonic Fund Services, The Cayman
Corporate Centre, 4th Floor, 27 Hospital Road, Grand Cayman, Cayman Islands, British West Indies.(4)
    
    This information is based upon a Schedule 13G filed with the SEC dated November 13, 2009
made by Polygon Global Opportunities Master Fund setting forth information as of such date.
Polygon Investments Ltd., as investment manager, Polygon Investment Management Limited, Polygon
Investment Partners LLP, as investment manager, Polygon Investment Partners LP, as investment
manager, Polygon Investment Partners GP, LLC and Reade E. Griffith and Patrick G.G. Dear may also
be deemed to beneficially own these shares as a group. The address for Polygon Global
Opportunities Master Fund is c/o Polygon Investment Partners, LLP, 4 Sloane Terrace, London,
SW1X9DQ, United Kingdom.(5)
    
    This information is based upon a Schedule 13G filed with the SEC dated February 16, 2010
made by FMR LLC setting forth information as of December 31, 2009. According to such filing,
wholly-owned subsidiaries or affiliates of FMR LLC, or the Fidelity Funds, including a registered
investment advisor, own these shares. FMR LLC does not have the power to vote or direct the voting
of shares owned by Fidelity Funds, which power resides with Fidelity Funds Board of Trustees. The
address for FMR LLC is 82 Devonshire Street, Boston, Massachusetts 02109.(6)
    
    Eugene I. Davis is the chairman of our board of directors. All of his shares beneficially
owned represent restricted stock.(7)
    
    Timothy J. Bernlohr is a director. All of his shares beneficially owned represent
restricted stock.(8)
    
    Daniel J. Englander is a director. Includes 217,244 shares held indirectly with Ursula
Capital Partners; Mr. Englander is the Managing Partner of Ursula Capital Investors. Also includes
53,535 shares of restricted stock.(9)
    
    Stephen P. McCall is a director. All of his shares beneficially owned represent
restricted stock.(10)
    
    Arthur A. Rodney is our president, chief executive officer and a director.(11)
    
    Mark Detillion is our chief financial officer.(12)
    
    Tammy Smolkowski is our chief accounting officer. Item 13. Certain Relationships and Related Transactions, and Director Independence
 Certain Relationships and Related Transactions
   8




---



##### 



Determination of Independence of Directors
    Item 14. Principal Accounting Fees and Services
  Fees Paid to the Independent Registered Public Accountants
  Audit Fees
  Audit Related Fees
  9




---



##### 



Tax and All Other Fees
     10




---



##### 



PART IV
 Item 15. Exhibits, Financial Statement Schedules
  (a)(3) Exhibits:
  11




---



##### 



Signatures
  AMBASSADORS INTERNATIONAL, INC.
(Registrant)By:
    /s/ Mark T. DetillionMark T. Detillion,Chief Financial Officer   Signature
    
    Title
    
    Date*

Arthur A. Rodney
    
    President, Chief Executive Officer and 
Director
(Principal Executive Officer)
    
    April 26, 2010/s/  Mark T. Detillion

Mark T. Detillion
    
    Chief Financial Officer
(Chief Financial Officer)
    
    April 26, 2010*

Tammy C. Smolkowski
    
    Principal Accounting Officer
(Principal Accounting Officer
    
    April 26, 2010*

Eugene I. Davis
    
    Chairman Board of Directors
    
    April 26, 2010*

Timothy J. Bernlohr
    
    Director
    
    April 26, 2010*

Daniel J. Englander
    
    Director
    
    April 26, 2010*

Stephen P. McCall
    
    Director
    
    April 26, 2010
 *By:
    /s/ Mark T. DetillionMark T. DetillionAttorney-in-Fact




---



##### 



EXHIBIT INDEX
 ExhibitNo.31.1*
    
    Certification of Principal Executive Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 200231.2*
    
    Certification of Principal Financial Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 200232.1*
    
    Certification of Principal Executive Officer Required by 18
U.S.C. Section 350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2*
    
    Certification of Principal Financial Officer Required by 18
U.S.C. Section 350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith