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 (earliest event reported): June 15, 2007
ORIENT-EXPRESS HOTELS LTD.
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(Exact name of registrant as specified in its charter)
Bermuda
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(State or other jurisdiction of incorporation)
001-16017 98-0223493
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(Commission file number) (I.R.S. Employer
Identification No.
22 Victoria Street
Hamilton HM 12, Bermuda
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(Address of principal executive offices) (Zip Code)
441-295-2244
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(Registrant's telephone number, including area code)
Not Applicable
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(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.):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02(e). Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
2004 Stock Option Plan, As Amended
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On June 15, 2007, at the Registrant's 2007 annual general meeting of
shareholders (the "2007 Annual Meeting"), the shareholders of the Registrant
approved amendments to the 2004 stock option plan (the "Option Plan"). In
particular, the Option Plan was amended
o to increase from 500,000 to 1,000,000 the aggregate number of the
Registrant's class A common shares which may be issued upon
exercise of options to be granted under the Option Plan, and
o to delete all references in the Option Plan to the Registrant's
class B common shares.
In general, holders of class A common shares and class B common shares
vote together as a single class on all matters submitted to a vote of the
Registrant's shareholders, with holders of class B common shares having one vote
per share and holders of class A common shares having one-tenth of one vote per
share.
When the Option Plan was first adopted, it provided for the award of
options to purchase either class A common shares or class B common shares of the
Registrant. However, no options on class B shares have ever been awarded under
the Option Plan or the 2000 stock option plan. Furthermore, the outstanding
class A shares are listed for trading on the New York Stock Exchange and are
publicly owned, while all of the outstanding class B shares are owned by
Orient-Express Holdings 1 Ltd., a wholly-owned subsidiary of the Registrant, and
are not publicly traded. Because the Registrant's board has no intention of
granting options to purchase class B shares, the board has amended the Option
Plan to delete all references to them. Accordingly, options granted in the
future under the Option Plan will only cover class A shares.
The following summary of the material terms of the Option Plan is
qualified in its entirety by reference to the complete text of the Option Plan,
which is Exhibit 10.1 to this report.
Administration and Eligibility
The Option Plan will be administered, and options will be granted, by
the Registrant's board of directors or a committee thereof from time to time
constituted pursuant to the bye-laws of the Registrant.
Options under the Option Plan may be granted in the discretion of the
compensation committee or the board
o to any director, officer or employee of the Registrant or any of
its subsidiaries who, in the opinion of the committee or the
board, has contributed significantly to the growth and progress
of the Registrant or any subsidiary, or
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o to any person who, in the opinion of the committee of the
board, holds promise of so contributing and who can be
attracted to directorship, officership or employment through
the grant of options under the Option Plan.
Terms of the Plan
Options may be granted for up to, but not exceeding in the aggregate,
1,000,000 class A common shares of the Registrant, subject to adjustment in
certain events. The purchase price of the shares under each option will be not
less than the fair market value of the shares at the time the option is granted,
as determined by the compensation committee or the board, and is subject to
adjustment in certain events.
In general, no option granted pursuant to the Option Plan may be
exercised during the three years following the grant. Each option will expire
upon the first to occur of
o ten years from the date of grant,
o one year after the optionee dies,
o three months after the optionee ceases to be a director, officer
or employee for reasons not involving misconduct, impropriety or
inefficiency, or
o the termination of the optionee's directorship, officership or
employment for reasons involving misconduct, impropriety or
inefficiency.
However, if the optionee dies less than one year prior to the date the option
would otherwise expire, his or her representative may generally exercise the
option within one year following the date of death regardless of the expiration
of the ten-year term. Also, if an optionee's directorship, officership or
employment terminates due to normal or early retirement, injury, disability,
dismissal for redundancy or (with the committee's or board's concurrence) sale
or other disposition by the Registrant of the relevant subsidiary or operating
division of the Registrant, then the option held by the optionee will continue
to be exercisable for three months following termination although the three-year
period commencing on the date of grant has not expired. If an optionee dies
while holding an option, the optionee's representative may exercise the option
although the three-year period has not expired.
At the time of exercise, the optionee must pay to the Registrant the
full option price of the shares as to which the option is exercised. With the
permission of the compensation committee or the board, exercising optionees
(other than directors or officers of the Registrant) may defer payment of all or
part of the option price due upon exercise for up to five years from the date of
exercise, provided that the deferral is in compliance with United States
regulations and the underlying shares are held by the Registrant as collateral
for the deferred portion of the purchase price. Optionees electing to defer
payment are required to pay interest at the rate of not less than four percent
per year on the amount deferred. They will have the right to withdraw part or
all of the option shares held by the Registrant upon payment of a corresponding
portion of the deferred option price and will be entitled, from the date of
exercise, to the rights of a shareholder as to the shares covered by the
exercised option, including the right to vote the shares and to receive
dividends.
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No option may be transferred by the optionee except by will or the laws
of descent and distribution.
Termination and Amendment of the Plan
The Option Plan will terminate on the earliest to occur of
o the date of any corporate amalgamation, merger, consolidation or
similar transaction involving the Registrant if the Option Plan
is not continued pursuant to that transaction,
o the date of a resolution of the board of directors terminating
the Option Plan, and
o February 9, 2014.
Any option outstanding at the time the Option Plan terminates will remain in
effect until the option is exercised or expires.
The board of directors may modify the Option Plan without further
shareholder action under Bermuda law, although no amendment may alter or impair
the rights of any optionee, without his consent, under any option granted prior
to the amendment.
2007 Performance Share Plan
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Also at the 2007 Annual Meeting, the shareholders of the Registrant
approved a new 2007 Performance Share Plan (the "Performance Plan"), under which
500,000 shares of the Registrant's class A common shares are reserved for
issuance to eligible directors, officers and employees of the Registrant and its
subsidiaries. No awards have been made under the Performance Plan to date.
The following summary of the material terms of the Performance Plan is
qualified in its entirety by reference to the complete text of the Performance
Plan, which is Exhibit 10.2 to this report.
Administration of the Plan
The Performance Plan will be administered, and awards will be granted,
by the board of directors of the Registrant or, in the discretion of the board,
its compensation committee. References below to the board's administrative
authority may be generally construed to be references to the compensation
committee unless otherwise specified in the Performance Plan.
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The board of directors may establish terms and conditions, if any,
including performance goals to be satisfied as a condition to the vesting of
awards ("performance criteria"), applicable to the awards, which may differ with
respect to each grantee. The authority of the board will include the authority
o to determine the extent to which any performance criteria have
been satisfied,
o to determine whether, to what extent and under what circumstances
an award may be settled, canceled, forfeited or accelerated,
o to make adjustments in the terms and conditions of any award in
accordance with the Performance Plan,
o to construe or interpret the Performance Plan and awards, and
o to determine grantees' rights under the Performance Plan.
Eligible Grantees
Awards may be granted
o to any director, officer or employee of the Registrant or any
subsidiary who, in the opinion of the board of directors, has
contributed significantly to the growth and progress of the
Registrant or any subsidiary, or
o to any person who, in the opinion of the board, holds promise
of contributing to the growth and progress of the Registrant
or any subsidiary, and who can be attracted to directorship,
officership or employment through the grant of awards under
the Performance Plan.
At the present time, the board intends to make initial awards subject
to performance criteria only to executive officers of the Registrant.
Neither an award nor any rights under the award may be transferred by a
grantee, other than by will or the laws of descent and distribution, and it is
exercisable during a grantee's lifetime only by the grantee.
Grants of Awards and Performance Criteria
Awards may be granted at any time and from time to time on or before
the expiration of ten years from May 7, 2007, the date on which the Performance
Plan was adopted by the board of directors. If prior to the expiration of ten
years from the date on which the Performance Plan is adopted, an award or any
portion of an award expires or otherwise lapses without having vested, the
shares underlying the award will become available for making awards to other
eligible directors, officers and employees.
The performance criteria, if any, may be established by the board based
on objective performance goals over the performance period to be determined by
the board. These goals may be based on one or more business criteria that apply
to the grantee, a business unit of the
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Registrant, or the Registrant as a whole, including, but not limited to, share
price, market share, sales, earning per share, earnings before tax, return on
equity, total shareholder return, or costs.
Vesting of Awards
Generally, an award will not vest until three years after the date of
the award. At the time of vesting,
o the grantee must be a director, officer or employee of the
Registrant or a subsidiary,
o the board must have certified the satisfaction of any performance
criteria upon which vesting is conditioned, and
o the class A common shares covered by the award must be listed on
the New York Stock Exchange (or other U.S. national securities
exchange) and their issuance must be registered with the
U.S. Securities and Exchange Commission.
An award may vest sooner than three years after the award date if
o the grantee ceases to be a director, officer or employee due
to retirement, injury or disability, dismissal for redundancy,
death or (on concurrence of the board in its discretion) the
sale of the grantee's subsidiary or operating division of the
Registrant.
o a "change in control" of the Registrant occurs. A change in
control generally means the acquisition of more than 40% of
the voting shares in the Registrant by any person or group
(other than by a subsidiary of the Registrant), the current
directors of the Registrant ceasing to constitute at least a
majority of the board, or a merger, sale of substantially all
assets or similar transaction involving the Registrant without
approval of the Registrant's directors at least a majority of
whom is the current directors.
Payment of Awards
As soon as practicable after an award vests, but in any event not later
than the 15th day of the third month of the calendar year following the calendar
year in which the award vests, the Registrant will (i) cause a certificate or
certificates for the number of shares in respect of which the award vests to be
registered in the name of the grantee, in such denominations as the grantee may
direct, and shall deliver the certificate or certificates to or upon the order
of the grantee, and (ii) pay to the grantee an amount in cash equal to the value
of the dividends (as determined by the board), if any, and without interest,
that would have been paid on the acquired shares in respect of dividend record
dates occurring during the period between the date of granted award and the date
of vesting of such award unless otherwise determined by the board (the "Dividend
Equivalent").
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To the extent permitted under applicable law, the board, in its sole
discretion, may pay the grantee a cash amount in lieu of the delivery of shares
and the Dividend Equivalent in the preceding paragraph, and in full satisfaction
thereof.
The grantee will be entitled, from the date shares are registered in
the grantee's name, to all the rights of a shareholder as to the vested shares
covered by an award, including the right to vote the shares and to receive and
retain all dividends paid thereon.
Plan Amendments and Termination
The Performance Plan may be amended from time to time by the board. No
amendment can alter or impair any of the rights or obligations of any person,
without his or her consent, under any award granted before the amendment.
The Performance Plan will terminate upon the first to occur of the
following:
o the Registrant amalgamates, merges, consolidates with or
participates in another similar transaction, and no provision
is made at the time of the transaction to continue the
Performance Plan, except that no amendment will alter or
impair any of the rights or obligations of any person, without
his or her consent, under any award granted under the
Performance Plan;
o the board terminates the Performance Plan; or
o May 7, 2017.
If the Performance Plan terminates, its provisions will continue in
full force and effect as regards any awards made prior to the termination.
Item 5.03(a). Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
At the Registrant's 2007 Annual Meeting, the Registrant's shareholders
confirmed and approved amendments to the Registrant's bye-laws:
o to eliminate all references to Sea Containers Ltd., the
Registrant's former parent company;
o to permit (i) the delivery of notices, proxy materials,
financial statements and any other shareholder communications
through an internet website or by email and (ii) shareholders
to appoint a proxy or submit a voting instruction by
electronic means, such as an internet website;
o to eliminate the requirement that there be at least two officers
of the Registrant who are also directors; and
o to provide that deeds and other instruments of the Registrant
which previously
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had to be executed under the Registrant's seal may be executed
by the signature of an authorized person without the seal.
The Registrant's amended bye-laws are filed herewith as Exhibit 3.2 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description of Exhibit
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3.2 Bye-Laws, as adopted by the board of directors
on May 7, 2007 and confirmed by shareholders
on June 15, 2007.
10.1 Orient-Express Hotels Ltd. 2004 Stock Option
Plan, as amended effective June 15, 2007.
10.2 Orient-Express Hotels Ltd. 2007 Performance
Share Plan.
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SIGNATURE
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 thereunto duly authorized.
ORIENT-EXPRESS HOTELS LTD.
Date: June 21, 2007 By: /s/ Edwin S. Hetherington
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Edwin S. Hetherington
Vice President, General Counsel and Secretary
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EXHIBIT INDEX
Exhibit Number Description
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3.2 Bye-Laws, as adopted by the board of directors on
May 7, 2007 and confirmed by shareholders on
June 15, 2007.
10.1 Orient-Express Hotels Ltd. 2004 Stock Option
Plan, as amended effective June 15, 2007.
10.2 Orient-Express Hotels Ltd. 2007 Performance Share
Plan.