As filed with the Securities and Exchange Commission on May 23, 2003
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PRIME HOSPITALITY CORP.
(Exact name of registrant as specified in its charter)
Delaware 22-2640625
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
700 Route 46 East
Fairfield, New Jersey 07004
(Address, including zip code, of principal executive offices)
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Prime Hospitality Corp.
1995 Non-Employee Director Stock Option Plan
(Full title of the plan)
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Douglas W. Vicari
Senior Vice President and Chief Financial Officer
Prime Hospitality Corp.
700 Route 46 East
Fairfield, New Jersey 07004, (973) 882-1010
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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Copies to
William H. Gump, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York
10019
(212) 728-8000
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CALCULATION OF REGISTRATION FEE
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Proposed
maximum
Title of Proposed maximum aggregate Amount of
securities to be Amount to be offering price offering registration
registered registered (1) per share (2) price (2) fee
- --------------------------------------------------------------------------------
Common Stock,
$0.01 par value
per share 250,000 $6.47 $1,617,500 $130.86
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(1) Represents an additional 250,000 shares of common stock of Prime
Hospitality Corp. issuable pursuant to the Prime Hospitality Corp. 1995
Non-Employee Director Stock Option Plan (the "Plan"). In addition, this
Registration Statement covers an indeterminable number of additional shares
as may hereafter be offered or issued, pursuant to the Plan, to prevent
dilution resulting from stock splits, stock dividends or similar
transactions effected without the receipt of consideration.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities
Act").
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Prime Hospitality Corp., a Delaware company (the
"Company"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, filed pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2003, filed pursuant to the Exchange Act;
(c) The Company's Registration Statements on Form S-8 (Nos. 333-03361
and 333-44287), filed on May 8, 1996 and January 15, 1998, respectively,
pursuant to the Securities Act; and
(d) The description of the common stock of the Company, $0.01 par
value per share (the "Common Stock"), included in the Company's Application
for Registration on Form 8-A, dated June 5, 1992, as amended by the
Company's Amendments to Application or report on Form 8, dated July 9, 1992
and December 23, 1992, respectively, pursuant to the Exchange Act.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
Item 8. EXHIBITS
Exhibit No.
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5 Opinion of Willkie Farr & Gallagher as to the legality of the
securities to be issued.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Powers of Attorney (reference is made to the signature page
herein).
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 Fairfield, State of New Jersey, on the 22nd day of May, 2003.
PRIME HOSPITALITY CORP.
By: /s/ A. F. Petrocelli
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A. F. Petrocelli
Chairman of the Board, President
and Chief Executive Officer
POWERS OF ATTORNEY
The undersigned officers and directors of Prime Hospitality Corp. hereby
severally constitute and appoint A. F. Petrocelli and Douglas W. Vicari, and
each of them, attorneys-in-fact for the undersigned, in any and all capacities,
with the power of substitution, to sign any amendments to this Registration
Statement (including post-effective amendments) and to file the same with
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each said attorney-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ A. F. Petrocelli Chairman of the Board, President and May 22, 2003
- ------------------------- Chief Executive Officer (principal
A. F. Petrocelli executive officer)
/s/ Douglas W. Vicari Senior Vice President, Chief Financial May 22, 2003
- ------------------------- Officer and Director (principal
Douglas W. Vicari financial officer and principal
accounting officer)
/s/ Lawrence M. Friedland Director May 22, 2003
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Lawrence M. Friedland
/s/ Richard Reitman Director May 22, 2003
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Richard Reitman
/s/ Howard M. Lorber Director May 22, 2003
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Howard M. Lorber
/s/ Allen S. Kaplan Director May 22, 2003
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Allen S. Kaplan
INDEX TO EXHIBITS
Exhibit No.
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5 Opinion of Willkie Farr & Gallagher as to the legality of the
securities to be issued.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Powers of Attorney (included on signature page).