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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JOHN Q. HAMMONS HOTELS, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1695093
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
300 John Q. Hammons Parkway, Ste. 900, Springfield, Missouri 65806
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(Address of Principal Executive Offices) (Zip Code)
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JOHN Q. HAMMONS HOTELS, INC.
1994 EMPLOYEE STOCK OPTION PLAN
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(Full title of the plan)
DEBRA MALLONEE SHANTZ
CORPORATE COUNSEL
300 JOHN Q. HAMMONS PARKWAY, STE. 900
SPRINGFIELD, MISSOURI 65806
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(Name and address of agent of service)
(417) 864-4300
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(Telephone number, including area code, of agent for service)
Copy to:
MARY ANNE O'CONNELL
HUSCH & EPPENBERGER, LLC
190 CARONDELET PLAZA, SUITE 600
ST. LOUIS, MISSOURI 63105
ATTN: MARY ANNE O'CONNELL
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(314) 480-1715
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share(1) aggregate offering price(1) registration fee(1)
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Common Stock, par 2,416,800 $6.55 $15,830,040 $1,456
value $.01 per share shares (2)
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(1) Computed solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(c) and (h), based on the average
of the high and low prices reported for the Common Stock on the
American Stock Exchange consolidated reporting system on May 31, 2002.
(2) Plus such additional shares as may be issued pursuant to antidilution
provisions.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
registration statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 28, 2001;
(b) Registrant's Proxy Statement on Schedule 14A filed as of March
28, 2002;
(c) Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 29, 2002;
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
document referred to in (1) above; and
(e) The description of registrant's Class A Common Stock as set forth
in the Company's Registration Statement on Form 8-A filed with
the Commission pursuant to Section 12 of the Securities Exchange
Act on November 14, 1994.
All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicate that all securities
offered hereunder have been sold, or which deregister all securities then
remaining unsold under this registration statement, 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the newly issued shares of Common Stock of the Company
will be passed upon by Debra Mallonee Shantz, Corporate Counsel. Ms. Shantz owns
shares of the Company directly and has exercisable options to purchase shares,
aggregating approximately 60,000 shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to and to the extent permitted by Section 145 of The Delaware
General Corporation Law and Section 6 of the Company's Restated Certificate of
Incorporation, and subject to the procedures and limitations stated therein, the
Company shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
person is or as a director or officer of the Company or is or was serving at the
request of the Company as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorneys' fees), judgment, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibits to this Registration Statement are listed in the Exhibit
Index to this Registration Statement, which index is incorporated herein by
reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant 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;
(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; provided that, 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
percent 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 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) of this
section do not
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apply if the Registration Statement is on Form S-3, Form S-8 or Form
F-3, and 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 Registrant 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
of 1933, 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 a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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 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
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 Springfield, State of Missouri, on the 5th day of
June, 2002.
JOHN Q. HAMMONS HOTELS, INC.
By: /s/ John Q. Hammons
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Title: Chairman and CEO
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Paul E. Muellner and Debra Mallonee
Shantz, and each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution, 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 any other documents and
instruments incidental thereto, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
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, thereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ John Q. Hammons Founder, Chairman and CEO (Principal June 5, 2002
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John Q. Hammons
/s/ Paul E. Muellner Chief Financial Officer (Principal June 5, 2002
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Paul E. Muellner
/s/ Jacqueline A. Dowdy Director, Secretary June 5, 2002
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Jacqueline A. Dowdy
/s/ William J. Hart Director June 5, 2002
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William J. Hart
/s/ Daniel L. Earley Director June 5, 2002
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Daniel L. Earley
/s/ James F. Moore Director June 5, 2002
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James F. Moore
/s/ John E. Lopez-Ona Director June 5, 2002
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John E. Lopez-Ona
/s/ David C. Sullivan Director June 5, 2002
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David C. Sullivan
/s/ Donald H. Dempsey Director June 5, 2002
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Donald H. Dempsey
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EXHIBIT INDEX
Exhibit
Number Description of Documents
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4.1 The Restated Certificate of Incorporation of the Company
filed as Exhibit 3.1 to the Company's Registration Statement
on Form S-1, No. 33-84570.*
4.2 The Bylaws of the Company filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-1, No. 33-84570.*
5.1 Opinion of Counsel.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (contained on signature pages).
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* Incorporated by reference.
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