AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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LA QUINTA INNS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-1724417
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
WESTON CENTRE
112 E. PECAN STREET
P.O. BOX 2636
SAN ANTONIO, TEXAS 78299-2636
(Address of Principal Executive Offices) (Zip Code)
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1997 EQUITY PARTICIPATION PLAN OF LA QUINTA INNS, INC.
(Full title of the plan)
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JOHN F. SCHMUTZ
VICE PRESIDENT-GENERAL COUNSEL
LA QUINTA INNS, INC.
WESTON CENTRE
112 E. PECAN STREET
P. O. BOX 2636
SAN ANTONIO, TEXAS 78299-2636
(Name and address of agent for service)
(210) 302-6000
(Telephone Number, Including Area Code, of Agent For Service)
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Copies to:
JOHN M. NEWELL
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of to be Offering Price Offering Registration
Securities to be Registered Registered (1) Per Share (2) Price (2) Fee
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Common Stock 4,474,425 (1) $20.91 $93,560,227 $28,352
$.10 par value
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(1) The 1997 Equity Participation Plan of La Quinta Inns, Inc. (the "Plan")
authorizes the issuance of a maximum of 4,474,425 shares.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon the
high and low prices for the Company's Common Stock on the New York Stock
Exchange on July 30, 1997.
Page 1 of 8 pages
Exhibit Index appears on Page 8
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The registrant, La Quinta Inns, Inc., a Texas corporation (the "Company"),
hereby incorporates the following documents in this Registration Statement by
reference:
A. The Company's Annual Report on Form 10-K for the year ended December
31, 1996;
B. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997; and
C. Description of the Company's Common Stock contained in the
Registration Statement of the Company on Form 8-A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), dated March 13,
1979, and appearing on page 20 of the Prospectus, dated February 13,
1979, under the heading "Common Stock" included in the Registration
Statement on Form S-7 under the Securities Act of 1933, as amended
(the "Securities Act").
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, are incorporated by reference in this
Registration Statement and are a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Page 2 of 8 pages
Item 6. Indemnification of Directors and Officers
Article 2.02A(16) of the Texas Business Corporation Act, as amended (the
"TBCA"), empowers the Company to indemnify its directors, officers, employees
and agents in a variety of circumstances and to purchase and maintain liability
insurance for those persons, but only to the extent permitted by Article 2.02-1
of the TBCA.
Article 2.02-1 of the TBCA provides that a corporation may indemnify any
person who was, is or is threatened to be made a party to any suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative because the person is or was a director of the Company or is or
was serving at its request in the same or another capacity in another
corporation or business association against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred if it is determined: (i)
that the person conducted himself in good faith, (ii) that the person reasonably
believed his conduct, with respect to his official capacity, was in the best
interest of the Company, or, in all other cases, his conduct was at least not
opposed to the best interests of the Company, and (iii) in the case of any
criminal proceeding, that the person had no reasonable cause to believe his
conduct was unlawful.
Article Eleven of the Company's Restated Articles of Incorporation, as
amended (the "Articles"), and Article V of the Company's Amended and Restated
By-laws, as amended (the "By-Laws"), provide for indemnification of directors,
officers, employees and agents of the Company in a variety of circumstances.
Article V of the By-Laws provides that the Company shall indemnify any person
who was, is, or is threatened to be made a named party or who is called as a
witness in any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investigative, who is or
was a director or officer, to the fullest extent permitted by the TBCA, as now
existing or hereafter amended, including to the extent that any such action,
suit or proceeding may involve the negligence of a director or officer. In
addition, the Company has purchased and maintains insurance on behalf of
directors and officers of the Company against any liability asserted against
such persons and incurred by them in such capacity and arising out of their
status as directors or officers of the Company.
On November 15, 1990, the Board of Directors of the Company approved and
adopted the terms and provisions of two separate forms of indemnification
agreements (the "Agreements"), one for directors of the Company, including
subsidiaries, and the other for officers or key employees of the Company,
including its subsidiaries. The Agreements provide the Company's directors,
officers and key employees with a contractual right to indemnification for
actions taken by them in their respective roles or otherwise on behalf of the
Company. This contractual right insures that directors and officers will be
indemnified by the Company to the fullest extent permitted by Texas law even if
subsequent events result in a change in the control of the Company. There are
two forms of the Agreement because the TBCA limits a corporation's ability to
indemnify its directors under any circumstance, but allows a corporation to
expand the statutory limits as to indemnification of officers and employees.
The Agreements entered into between the Company and its directors beginning
in November 1990 and thereafter obligate the Company to indemnify a director who
was, is, or is threatened to be made a party or witness to any suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative, because the person is or was a director of the Company against
judgments, penalties, fines, settlements, and reasonable attorneys' fees and
expenses actually incurred if it is determined: (i) that the director conducted
himself in good faith, (ii) that the director reasonably believed (a) with
respect to activities in his official capacity that his conduct was in the best
interests of the Company, (b) with respect with all other cases that his conduct
was at least not opposed to the best interests of the Company, and (iii) in the
case of any criminal proceeding, that the director had no reasonable cause to
believe that his conduct was unlawful. The Agreements entered into between the
Company and its officers beginning in November 1990 and thereafter do not
contain the foregoing limitations.
The Agreements also mandate the indemnification of directors or officers
who serve as witnesses in any proceeding (subject to certain limitations) and
who have been wholly successful as a party on the merits or otherwise in the
defense of any proceeding.
Page 3 of 8 pages
As to directors, the Agreements also limit indemnification to reasonable
attorneys' fees and expenses actually incurred if a director is found in a
proceeding to be liable to the Company or is found liable on the basis that he
received an improper benefit, and further absolutely prohibit any
indemnification of a director who has been found liable in a proceeding for
willful or intentional misconduct in the performance of his duties to the
Company.
Provisions authorizing indemnification or advancement of expenses contained
in the Company's Articles, By-Laws or the Agreements are valid only to the
extent that such provisions are consistent with provisions of Article 2.02-1 of
the TBCA. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy expressed in the Act and is, therefore, unenforceable.
The Articles also contain a provision which eliminates certain potential
liability of directors of the Company for monetary damages to the full extent
permitted by the laws of the State of Texas as interpreted and applied by the
courts. The provision does not, however, eliminate the duty of care or the duty
of loyalty owed to the Company by its directors; instead, it only eliminates
monetary damage awards for actions or omissions by directors that breach the
duty of care owed to the Company and its shareholders. Moreover, this provision
does not in any way limit or eliminate the liability of directors of the Company
for (i) breaches of their duty of loyalty to the Company and its shareholders,
(ii) failing to act in good faith, intentional misconduct or knowing violations
of law, (iii) obtaining an improper personal benefit for themselves, (iv) any
liability expressly imposed by statute, or (v) an unlawful stock repurchase or
payment of dividends.
Furthermore, said limitation pertains solely to claims against a director
arising out of his role as a director and does not relieve a director, if he is
also an officer of the Company, from any liability arising from his role as an
officer. Finally, the provision does not apply to the responsibilities of
directors under any other law such as federal and state securities laws or
statues expressly providing for liability of directors of corporations.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Restated Articles of Incorporation of La Quinta Inns, Inc., dated as
of May 23, 1997.
4.2 Amended and Restated By-Laws of La Quinta Motor Inns, Inc. as in
effect on March 15, 1993, incorporated by reference to the Annual
Report on Form 10-K for the year ended December 31, 1991.
5.1 Opinion of John F. Schmutz.
Page 4 of 8 pages
15.1 Awareness Letter of KPMG Peat Marwick LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of John F. Schmutz (included in exhibit 5.1).
24.1 Powers of Attorney (included on signature page hereof).
Item 9. Undertakings
(a) La Quinta hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) To
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933 (the "Act"); (ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; (iii) To include any material information
with respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial BONA FIDE
offering thereof.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) La Quinta hereby undertakes that, for purposes of determining any
liability under the Act, each filing of La Quinta's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of La Quinta
pursuant to the foregoing provisions, or otherwise, La Quinta has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by La Quinta of expenses incurred or
paid by a director, officer or controlling person of La Quinta in the successful
defense of any action, suit or proceeding) is asserted by such
Page 5 of 8 pages
director, officer or controlling person in connection with the securities
being registered, La Quinta will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the
final adjudication of such issues.
Page 6 of 8 pages
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
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 San Antonio, State of Texas, on this 31st day of
July, 1997.
LA QUINTA INNS, INC.
By: /s/ William C. Hammett, Jr.
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William C. Hammett, Jr.
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Gary L.
Mead, Thomas M. Taylor and John F. Schmutz, and each or any of them, his true
and lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, 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 to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in their capacities and
on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Gary L. Mead President, Chief Executive July 31, 1997
- ------------------------------ Officer and Director
Gary L. Mead (Principal Executive
Officer)
/s/ William C. Hammett, Jr. Senior Vice President and July 31, 1997
- ------------------------------ Chief Financial Officer
William C. Hammett, Jr. (Principal Financial Officer
and Accounting Officer)
/s/ William H. Cunningham Director July 31, 1997
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William H. Cunningham
/s/ William Razzouk Director July 31, 1997
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William Razzouk
/s/ Peter Sterling Director July 31, 1997
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Peter Sterling
/s/ Kenneth T. Stevens Director July 31, 1997
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Kenneth T. Stevens
/s/ Thomas M. Taylor Director July 31, 1997
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Thomas M. Taylor
Page 7 of 8 pages
INDEX TO EXHIBITS
EXHIBIT PAGE
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* 4.1 Restated Articles of Incorporation of La Quinta Inns,
Inc., dated as of May 23, 1997.
4.2 Amended and Restated By-Laws of La Quinta Motor Inns,
Inc. as in effect on March 15, 1993, incorporated by
reference to the Annual Report on Form 10-K for the year
ended December 31, 1991.
* 5.1 Opinion of John F. Schmutz.
* 15.1 Awareness Letter of KPMG Peat Marwick LLP.
* 23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of John F. Schmutz (included in exhibit 5.1).
24.1 Powers of Attorney (included on signature page hereof).
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* Filed herewith
Page 8 of 8 pages