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As filed with the Securities and Exchange Commission on July 6, 1998
Commission File 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
BRISTOL HOTELS & RESORTS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 75-2754805
(State of Incorporation) (I.R.S. Employer
Identification Number)
14295 MIDWAY ROAD
DALLAS, TEXAS 75244
(Address of Principal Executive Offices)
1998 BRISTOL HOTELS & RESORTS
STOCK PURCHASE PLAN
(Full Title of the Plan)
JOEL M. EASTMAN, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
BRISTOL HOTELS & RESORTS, INC.
14295 MIDWAY ROAD
DALLAS, TEXAS 75244
(972) 391-3910
(Name, Address and Telephone Number for Agent of Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Aggregate Registration
be Registered (1) Registered (1) Price per Share Offering Price Fee (2)
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Common Stock, par value $0.01 per share . . . . . 2,250,000 $6.38 $ 14,355,000 $4,234.73
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(1) Represents the aggregate shares available under the Bristol Hotels &
Resorts 1998 Stock Purchase Plan.
(2) The registration fee has been computed in accordance with paragraph
(h)(i) of Rule 457.
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EXPLANATORY NOTE
The information called for by Part I of Form S-8 is included in the
description of the Bristol Hotels & Resorts 1998 Stock Purchase Plan (the
"Plan") to be delivered to eligible participants under 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
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Bristol Hotels & Resorts, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement the Company's Registration Statement
on Form 10 (Commission File No. 1-14047) filed with the Securities and Exchange
Commission on June 18, 1998.
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 such 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that the personal
liability of directors of the Company to the Company is eliminated to the
maximum extent permitted by Delaware law. The Company's Certificate of
Incorporation and Bylaws provide for the indemnification of the directors,
officers, employees, and agents of the Company and its subsidiaries to the
fullest extent that may be permitted by Delaware law from time to time, and the
Bylaws provide for various procedures relating thereto. Section 145 of the
Delaware General Corporation Law (the "DGCL") permits the Company to indemnify
its directors and officers for liabilities, costs and expenses that such persons
may incur as a result of actions they may take in performing their duties as
officers and directors. In order to be indemnified under Delaware law, the
person must have acted in good faith and in a manner he believed was in, or not
opposed to, the best interests of the Company. In the case of any criminal
proceeding, the person must not have reasonable cause to believe that his
conduct was unlawful. In Delaware, if a person is found by a court to be liable
to the corporation, that court must approve any reimbursement of expenses to
such person. The foregoing limitations do not, however, apply to the indemnity
contracts to which officers and directors are parties with the Company. Any
amendment or repeal of the Company's Certificate of Incorporation may not
adversely affect the rights of any person entitled to indemnification for any
event occurring prior to such amendment or repeal.
Under Delaware law, directors, officers, employees, and other individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation -- a "derivative
action") if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable
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cause to believe their conduct was unlawful. A similar standard of care is
applicable in the case of a derivative action, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and Delaware law requires court approval
before there can be any indemnification of expenses where the person seeking
indemnification has been found liable to the Company.
As authorized by the Company's Certificate of Incorporation, the Company
intends to enter into indemnification agreements with each of its directors,
which provide for indemnification greater or otherwise different than that
provided for in the Certificate of Incorporation or by the DGCL. Notwithstanding
anything to the contrary in the Certificate of Incorporation, if the Company
enters into a contract with any director providing for indemnification of the
director, the provisions of the contract will exclusively govern the Company's
obligations in respect of indemnification for or advancement of fees or
disbursements of the director's counsel or any other professional engaged by the
director.
ITEM 7. EXEMPTION FROM REGISTERED CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation of the Company (*)
4.2 Amended and Restated Certificate of Incorporation of the Company
(*)
4.3 Bylaws (*)
4.4 Amended and Restated Bylaws of the Company (*)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Price Waterhouse LLP
99.1 1998 Bristol Hotels & Resorts Stock Purchase Plan
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(*) Incorporated by reference to the Company's Registration Statement
on Form 10 (Commission File No. 1-14047).
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 of 1933, as amended (the "Securities Act"), unless the
information required to be included in such post-effective amendment is
contained in periodic reports filed by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act and incorporated herein by
reference; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement unless the information required to
be included in such post-effective amendment is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act and incorporated herein by reference; (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;
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(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 that 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 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 Dallas, State of Texas, on July 1,1998.
BRISTOL HOTELS & RESORTS, INC.
By: /s/ J. Peter Kline
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J. Peter Kline
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 1, 1998.
Signature Title
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/s/ J. Peter Kline
- ---------------------------------------------- Chairman, Chief Executive Officer and Director
J. Peter Kline (Principal Executive Officer)
/s/ Jeffrey P. Mayer
- ---------------------------------------------- Senior Vice President and
Jeffrey P. Mayer Chief Financial Officer
(Principal Financial Officer)
/s/ John D. Bailey
- ---------------------------------------------- Vice President and Controller
John D. Bailey (Principal Accounting Officer)
/s/ John A. Beckert
- ---------------------------------------------- President, Chief Operating Officer and Director
John A. Beckert
/s/ Robert A. Whitman
- ---------------------------------------------- Director
Robert A. Whitman
/s/ Reginald K. Brack, Jr.
- ---------------------------------------------- Director
Reginald K. Brack, Jr.
/s/ James J. Pinto
- ---------------------------------------------- Director
James J. Pinto
/s/ David A. Dittman
- ---------------------------------------------- Director
David A. Dittman
/s/ Thomas R. Oliver
- ---------------------------------------------- Director
Thomas R. Oliver
/s/ Kurt C. Read
- ---------------------------------------------- Director
Kurt C. Read
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INDEX TO EXHIBITS
Exhibit
No. Exhibit Page
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4.1 Certificate of Incorporation of the Company (*)
4.2 Amended and Restated Certificate of Incorporation of the Company (*)
4.3 Bylaws (*)
4.4 Amended and Restated Bylaws of the Company (*)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Price Waterhouse LLP
99.1 1998 Bristol Hotels & Resorts Stock Purchase Plan
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(*) Incorporated by reference to the Company's Amended Registration
Statement on Form 10 (Commission File No. 1-14047).