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As filed with the Securities and Exchange Commission on January 6, 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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INTERSTATE HOTELS COMPANY
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 25-1788101
(State of Incorporation) (I.R.S. Employer
Identification Number)
FOSTER PLAZA 10
680 ANDERSEN DRIVE
PITTSBURGH, PENNSYLVANIA 15220
(412) 937-0600
(Address of Principal Executive Offices)
INTERSTATE HOTELS COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
MARVIN I. DROZ, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FOSTER PLAZA 10
680 ANDERSEN DRIVE
PITTSBURGH, PENNSYLVANIA 15220
(412) 937-0600
(Name, Address and Telephone Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price per Offering Registration
be Registered Registered (1) Share Price Fee (2)
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Common stock, par value $0.01 per share 500,000 $27.00 $13,500,000 $4,091
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(1) Pursuant to Rule 416, there are also registered hereunder an indeterminate
amount of interests in the Interstate Hotels Company Employee Stock
Purchase Plan (the "Plan") and such indeterminate number of additional
shares as may become subject to the Plan as a result of the antidilution
provisions contained therein.
(2) The registration fee has been computed in accordance with paragraphs (c)
and (h) of Rule 457, based upon the average of the reported high and low
sale prices of shares of the Common Stock on the Composite Tape of the New
York Stock Exchange, Inc. on December 27, 1996.
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EXPLANATORY NOTE
The information called for by Part I of Form S-8 is included in the
description of the Interstate Hotels Company Employee Stock Purchase Plan (the
"Plan") to be delivered to persons purchasing shares pursuant to the Plan.
Pursuant to the Note to Part I of Form S-8, this information is not being filed
with or included in this Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Interstate Hotels Company (the
"Company"), are incorporated by reference, as of their respective dates, in
this Registration Statement:
(a) The Company's Prospectus dated December 10, 1996 filed
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the Company's
common stock, par value $0.01 per share ("Common Stock");
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 30, 1996 and September 30, 1996; and
(c) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A (File No.
1-11731), filed May 17, 1996.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for all purposes of this
Registration Statement to the extent that a statement contained herein or
therein or in any other subsequently filed document that 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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), contain
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers and other personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation has the
power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with an action or proceeding, whether civil, criminal, administrative or
investigative (other than derivative actions), to which any of them is a party
or is threatened to be made a party by reason of his being a representative of
the corporation or serving at the request of the corporation as a
representative of another corporation, partnership, joint venture, trust or
other enterprise, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful.
Section 1742 permits indemnification in derivative actions if the
appropriate standard of conduct is met, except in respect of any claim, issue
or matter as to which the person has been adjudged to be liable to the
corporation unless and only to the extent that the proper court determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for the expenses that the court deems proper.
Under Section 1743, indemnification is mandatory to the extent that the
officer or director has been successful on the merits or otherwise in defense
of any action or proceeding referred to in Section 1741 or 1742.
Section 1744 provides that, unless ordered by a court, any indemnification
under Section 1741 or 1742 shall be made by the corporation only as authorized
in the specific case upon a determination that the representative met the
applicable standard of conduct and that such determination will be made (i) by
the board of directors by a majority vote of a quorum of directors not parties
to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.
Section 1745 provides that expenses incurred by an officer or director in
defending an action or proceeding may be paid by the corporation in advance of
the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determining that he is not entitled to be indemnified by the
corporation.
Section 1746 provides generally that the indemnification and advancement
of expenses provided by Subchapter 17D of the BCL (i) will not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding that
office, and (ii) may not be made in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred
by him in his capacity as officer or director, whether or not the corporation
would have the power to indemnify him against that liability under Subchapter
17D of BCL.
Sections 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Subchapter 17D of the BCL to successor
corporations in fundamental corporate changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of expenses
provided by, or granted pursuant to, Subchapter 17D of the BCL shall, unless
otherwise provided when authorized or ratified, continue
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as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs and personal representative of such
person.
The Company's Bylaws provide in general that the Company shall indemnify
its officers and directors to the fullest extent permitted by law. The Bylaws
further provide that any alteration, amendment, or repeal of the
indemnification provisions, if not approved by 80% of the total number of
directors of the Company, requires the affirmative vote of shareholders owning
at least 80% of the outstanding shares entitled to vote.
As authorized by the Company's Articles of Incorporation, the Company
entered into indemnification agreements with each of its directors. These
indemnification agreements provide for, among other things, (i) the
indemnification by the Company of the indemnitees thereunder to the extent
described above, (ii) the advancement of attorney's fees and other expenses,
and (iii) the establishment, upon approval by the Board, of trusts or other
funding mechanisms to fund the Company's indemnification obligations
thereunder.
ITEM 8. EXHIBITS
4.1 Amended and Restated Articles of Incorporation of the Company
(previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1996
and incorporated herein by reference).
4.2 Fifth Amended and Restated Bylaws of the Company (previously
filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 1996 and
incorporated herein by reference).
5.1 Opinion of Jones, Day, Reavis & Pogue.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Pannell Kerr Forster.
23.3 Consent of Jones, Day, Reavis & Pogue (included in
Exhibit 5.1).
24.1 Powers of Attorney.
99.1 Employee Stock Purchase Plan, as amended through January 1,
1997.
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ITEM 9. UNDERTAKINGS
A. The Company 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;
(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 a 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; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities 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; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each filing
of the Plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this 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.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Company 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 whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Pittsburgh, Commonwealth of Pennsylvania, on
December 31, 1996.
INTERSTATE HOTELS COMPANY
By: /S/ W. THOMAS PARRINGTON, JR.
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W. Thomas Parrington, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on December 31, 1996.
SIGNATURES TITLE
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/S/ W. THOMAS PARRINGTON,JR. President and Chief Executive Officer; Director
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W. Thomas Parrington, Jr.
* Executive Vice President and Chief Financial Officer
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J. William Richardson
* Director
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Milton Fine
* Director
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David J. Fine
* Director
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Michael J. Aranson
* Director
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R. Michael McCullough
* Director
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Thomas J. Saylak
* Director
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Steven J. Smith
*By: /S/ W. THOMAS PARRINGTON, JR.
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W. Thomas Parrington, Jr.
Pursuant to Powers of Attorney
filed herewith with the
Securities and Exchange Commission
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Amended and Restated Articles of Incorporation of the Company (previously filed as
an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1996 and incorporated herein by reference).
4.2 Fifth Amended and Restated Bylaws of the Company (previously filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1996 and incorporated herein by reference).
5.1 Opinion of Jones, Day, Reavis & Pogue.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Pannell Kerr Forster.
23.3 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
24.1 Powers of Attorney.
99.1 Employee Stock Purchase Plan, as amended through January 1, 1997.