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As filed with the Securities and Exchange Commission on October 8, 1997
Registration 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
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DOUBLETREE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 86-0762415
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
____________________
410 North 44th Street, Suite 700
Phoenix, Arizona 85008
(602) 2220-6666
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
____________________
The Amended and Restated Equity Participation Plan of Doubletree Corporation
(Full title of Plan)
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Copy to:
DAVID L. STIVERS KIMBERLY L. WILKINSON
Senior Vice President, Latham & Watkins
General Counsel and Secretary 505 Montgomery Street, Suite 1900
Doubletree Corporation San Francisco, California 94111
410 North 44th Street, Suite 700 (415) 391-0600
Phoenix, Arizona 85008
(602) 220-6666
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) FEE
Common Stock, $.01 par value . . . 1,200,000 Shares $46.772 $56,126,400 $17,008
(1) The Amended and Restated Equity Participation Plan (the "Plan") authorizes
the issuance of a maximum of 4,500,000 shares of Common Stock, $.01 par
value (the "Common Stock") of Doubletree Corporation (the "Company") upon
the exercise of options, stock appreciation rights and other awards,
1,200,000 of which are being registered hereunder. Of the remaining
3,300,000 shares, 2,000,000 shares were registered on a Registration
Statement on Form S-8 filed on May 15, 1995 (File No. 33-92354) with the
Securities and Exchange Commission (the "Commission") and 1,300,000 shares
were registered on a Registration Statement on Form S-8 filed on December
19, 1996 (File No. 333-18219) with the Commission. Options and other
awards have been granted with respect to 240,478 shares of the 1,200,000
shares being registered hereunder.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) of the Securities Act of 1933, as amended (the "Act"). The
Proposed Maximum Offering Price Per Share is the per share exercise price
($40.75) of the options and other awards granted with respect to the
240,478 shares, plus the average of the high and low prices of the Common
Stock as listed on the Nasdaq National Market on October 6, 1997 (which
were $48.8125 and $47.75, respectively) with respect to the remaining
shares of Common Stock available for issuance.
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Proposed sale to take place as soon after the effective date of the
Registration Statement as options granted under the Plan are exercised.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF PRIOR REGISTRATION STATEMENTS
By Registration Statement on Form S-8 filed with the Commission on May 15, 1995
(File No. 33-92354) and Registration Statement on Form S-8 filed with the
Commission on December 19, 1996 (File No. 333-18219) (the "Prior Registration
Statements"), Doubletree Corporation, a Delaware corporation (the "Company"),
previously registered 3,300,000 shares of Common Stock of the Company which
have been reserved for issuance. The contents of the Prior Registration
Statements are incorporated herein by reference to the extent not modified or
superseded hereby or by any subsequently filed document which is incorporated
by reference herein.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission by
Company are hereby incorporated by reference in this Registration Statement:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 which contains audited financial statements for the
Company's fiscal year ended December 31, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1997 and June 30, 1997;
3. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since
the end of the fiscal year covered by the audited financial statements
contained in the registration document referred to in 1 above; and
4. The description of the Company's Common Stock contained in the Form
8-A Registration Statement used to register the Common Stock and filed
with the Commission (File No. 0-24392), which was declared effective by
the Commission on July 1, 1994, including any subsequently filed
amendments and reports updating such description.
In addition to the foregoing documents, all documents filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and 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 shall be deemed to be incorporated by
reference herein and to be a part hereof from the respective dates 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are included as part of this Registration
Statement:
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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5 Opinion of Latham & Watkins.
10(a)* The 1994 Equity Participation Plan of Doubletree Corporation.
10(b)* First Amendment to The 1994 Equity Participation Plan of
Doubletree Corporation.
10(c)** Second Amendment to The 1994 Equity Participation Plan of
Doubletree Corporation.
10(d)*** Amended and Restated Equity Participation Plan of Doubletree
Corporation.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Latham & Watkins (included in Exhibit 5).
24 Powers of Attorney.
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* Incorporated by reference to the Company's Registration on Form S-8 (File
No. 33-92354), filed with the Commission on May 15, 1995.
** Incorporated by reference to the Company's Registration on Form S-8 (File
No. 333-18219), filed with the Commission on December 19, 1996.
*** Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1997.
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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 Phoenix, State of Arizona, on this 8th day of
October 1997.
DOUBLETREE CORPORATION,
a Delaware corporation
By: /s/ Richard M. Kelleher
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Richard M. Kelleher
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in the
capacities indicated on October 8, 1997.
SIGNATURE TITLE
--------- -----
* Co-Chairman of the Board
- ---------------------------------- and Director
Richard J. Ferris
* Co-Chairman of the Board and
- ---------------------------------- Director
Peter V. Ueberroth
/s/ Richard M. Kelleher President, Chief Executive
- ---------------------------------- Officer and Director
Richard M. Kelleher (Principal Executive Officer)
/s/ William L. Perocchi Executive Vice President, Chief
- ---------------------------------- Financial Officer and Director
William L. Perocchi (Principal Financial and
Accounting Officer)
* Director
- ----------------------------------
William R. Fatt
* Director
- ----------------------------------
Priscilla B. Florence
* Director
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Dale F. Frey
* Director
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Ronald K. Gamey
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SIGNATURE TITLE
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* Director
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Edward A. Gilhuly
* Director
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Norman B. Leventhal
* Director
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Michael W. Michelson
* Director
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John H. Myers
* BY: /s/ David L. Stivers
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David L. Stivers
As Attorney-in-fact
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INDEX TO EXHIBITS
EXHIBIT
5 Opinion of Latham & Watkins.
10(a)* The 1994 Equity Participation Plan of Doubletree Corporation.
10(b)* First Amendment to The 1994 Equity Participation Plan of Doubletree
Corporation.
10(c)** Second Amendment to The 1994 Equity Participation Plan of
Doubletree Corporation.
10(d)*** Amended and Restated Equity Participation Plan of Doubletree
Corporation.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Latham & Watkins (included in Exhibit 5).
24 Powers of Attorney.
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* Incorporated by reference to the Company's Registration on Form S-8
(File No. 33-92354), filed with the Commission on May 15, 1995.
** Incorporated by reference to the Company's Registration on Form S-8
(File No. 333-18219), filed with the Commission on December 19,
1996.
*** Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 1997.