As filed with the Securities and Exchange Commission on August 7, 1998
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
(973) 882-1010
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
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Prime Hospitality Corp. 1995 Employee Stock Option Plan
(Amended and Restated as of February 20, 1998)
(Full title of the plan)
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Joseph Bernadino, Esq.
Senior Vice President, Secretary and General Counsel
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, NY 10019
(212) 728-8000
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
- ----------------------- ---------------------- ------------------------- --------------------- ----------------------
Class A Common Stock,
$0.01 par value per
share 1,800,000 $13.3125 $23,962,500 $7,068.94
======================= ====================== ========================= ===================== ======================
(1) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities Act")
based upon the average of the high and low sales prices of the Class A Common
Stock as reported by the New York Stock Exchange on August 4, 1998.
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, 1997, 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 quarter ended
March 31, 1998, filed pursuant to the Exchange Act;
(c) The Company's Current Report on Form 8-K, filed on January 7, 1998,
pursuant to the Exchange Act;
(d) The Company's Registration Statements on Form S-8 (Nos. 333-03361
and 333-44287), filed on May 16, 1996 and January 15, 1998, respectively,
pursuant to the Securities Act; and
(e) 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.
Item 8. EXHIBITS
Exhibit No.
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5 Opinion of Willkie Farr & Gallagher as to the validity of the
shares to be issued.
23.1 Consent of Arthur Andersen 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 24th day of July, 1998.
PRIME HOSPITALITY CORP.
By: /s/ David A. Simon
--------------------------------
David A. Simon
Chairman of the Board, President
and Chief Executive Officer
The undersigned officers and directors of Prime Hospitality Corp. hereby
severally constitute and appoint David A. Simon and John M. Elwood, 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/ David A. Simon Chairman of the Board, July 24, 1998
- -------------------- President and Chief Executive
David A. Simon Officer (principal executive officer)
/s/ John M. Elwood Executive Vice President, July 24, 1998
- -------------------- Chief Financial Officer and
John M. Elwood Director (principal financial
officer and principal accounting
officer)
/s/ Herbert Lust, II Director July 27, 1998
- --------------------
Herbert Lust, II
/s/ Jack H. Nusbaum Director August 3, 1998
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Jack H. Nusbaum
/s/ Howard M. Lorber Director July 27, 1998
- --------------------
Howard M. Lorber
/s/ A.F. Petrocelli Director July 24, 1998
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A.F. Petrocelli
INDEX TO EXHIBITS
Exhibit No.
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5 Opinion of Willkie Farr & Gallagher as to the validity of the
shares to be issued.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Powers of Attorney (included on signature page).