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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 1997
REGISTRATION NO. 333
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RENAISSANCE HOTEL GROUP N.V.
(Exact name of registrant as specified in its charter)
THE NETHERLANDS NOT APPLICABLE
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
17TH FLOOR, NEW WORLD TOWER II
18 QUEEN'S ROAD, CENTRAL
HONG KONG
(852) 2526-2233
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1995 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
ROBERT W. OLESEN
RENAISSANCE HOTELS INTERNATIONAL
29800 BAINBRIDGE ROAD
CLEVELAND, OHIO 44139
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(216) 498-9090
(TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be registered Proposed maximum Proposed maximum Amount of
to be registered offering price per aggregate offering price registration fee
share(1)
Common Stock NLG.01 2,250,000 shares(2) $24.4375 $54,984,375 $16,661.94
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) on the basis of the average of the high and low price for a
share of the common stock of the Registrant as reported on the New York
Stock Exchange on January 10, 1997.
(2) There are also being registered hereunder such additional shares as may be
issued pursuant to the anti-dilution provisions of the plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The documents containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Act").
Such documents need not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule
424 under the Act. These documents and the documents incorporated by
reference in the Registration Statement pursuant to Item 3 of Part II
of this Form S-8, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act. See Rule 428(a)(1) under
the Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by Renaissance Hotel
Group N.V., a Netherlands company (the "Registrant"), are incorporated as of
their respective dates in this Registration Statement by reference:
(i) The Registrant's annual report on Form 20-F for the fiscal
year ended June 30, 1996;
(ii) The Registrant's report on Form 6-K for the period ended
September 30, 1996;
(iii) The Registrant's report on Form 6-K dated January 7,
1997; and
(iv) the description of the Registrant's common stock
contained in the Registrant's Registration Statement on Form 8-A (File
No. 1-13976) for registration of common stock under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement 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 part hereof
from the date of filing of 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 statements. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation provide that the Registrant
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, by
reason of the fact that he is or was a managing director, officer or agent of
the Registrant or was serving at the request of the Registrant as a supervisory
director, managing director, officer or agent of another company, partnership,
joint venture, trust or other enterprise. Such indemnification shall cover
expenses (including attorneys' fees) judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding 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
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful or out of his mandate.
The Registrant's Articles of Incorporation also provide that the
Registrant 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, by reason of the fact that he is or was a managing director, officer
or agent of the Registrant or was serving at the request of the Registrant as a
supervisory director, managing director, officer or agent of another company,
partnership, joint venture, trust or other enterprise. Such indemnification
shall cover expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
proceeding 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 Registrant. No such
indemnification will be made in respect of any claim issue or matter as to which
such person shall have been adjudged to be liable for gross negligence or
willful misconduct in the performance of his duty to the Registrant.
To the extent that a managing director, officer or agent of the Registrant
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above or in defense of any claim, issue or matter
therein, the Registrant shall indemnify him against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
The Registrant may also purchase and maintain insurance policies on behalf
of any person who is or was a managing director, officer or agent of the
Registrant or is or was serving at the request of the Registrant as a
supervisory director, managing director, officer or agent of another company,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity or arising out of
his capacity as such, whether or not the Registrant would have the power to
indemnify him against such liability under the Registrant's Articles of
Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits.
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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 Act;
(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 hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding in 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 and 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 20 percent 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 this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (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 registrant pursuant to Section 13 or 15(d) of the Exchange Act
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 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 Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit 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 Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or
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otherwise, the Registrant has been advised that in the opinion of the 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, as
amended, 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 Cleveland, State of Ohio, on the 25th day of
September, 1996.
RENAISSANCE HOTEL GROUP N.V.
By: /s/ Robert W. Olesen
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Name: Robert W. Olesen
Title: Executive Vice President and
Chief Financial Officer
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POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Thomas G. Stauffer and Robert W. Olesen, and each of
them acting individually, with full power of substitution, to file one or more
amendments, including Post-Effective Amendments, to this Registration Statement,
which Amendments may make such changes as any of them deems appropriate, and
each person whose signature appears below, individually and in each capacity
stated below, hereby appoints Thomas G. Stauffer and Robert W. Olesen, and each
of them acting individually, with full power of substitution, as
Attorney-in-Fact to execute his name and on his behalf to file any such
Amendments to this Registration Statement.
Signature Title Date
- --------- ----- ----
/s/ Henry Cheng Kar-Shun Chairman and Director September 25, 1996
- ----------------------------
Henry Cheng Kar-Shun
/s/ Richard Agon President and Chief Executive
- ---------------------------- Officer September 25, 1996
Richard Agon
/s/ William W.H. Doo Vice Chairman and Director September 25, 1996
- ----------------------------
William W.H. Doo
/s/ James K.C. Choi Executive Director
- ---------------------------- and Vice Chairman September 25, 1996
James K.C. Choi
/s/ Robert W. Olesen Executive Director, Executive Vice
- ---------------------------- President and Chief Financial
Officer September 25, 1996
Robert W. Olesen
/s/ Erwin J. Rieck Executive Director, President
- ---------------------------- Europe September 25, 1996
Erwin J. Rieck
/s/ Thomas G. Stauffer Executive Director, President
- ---------------------------- Americas September 25, 1996
Thomas G. Stauffer
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Signature Title Date
- --------- ----- ----
/s/ Andrew Wong Kwok Kin Executive Director, President
- ---------------------------- Asia/Pacific September 25, 1996
Andrew Wong Kwok Kin
/s/ J. Carter Beese, Jr. Director September 25, 1996
- ----------------------------
J. Carter Beese, Jr.
/s/ W. Grant Gregory Director September 25, 1996
- ----------------------------
W. Grant Gregory
/s/ Thomas Hsieh Director September 25, 1996
- ----------------------------
Thomas Hsieh
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EXHIBIT INDEX
Exhibit Number Description of Document Page Number
- -------------- ----------------------- -----------
4 Renaissance Hotel Group N.V. 1995
Stock Option Plan
5 Opinion of Stroock & Stroock & Lavan as to the legality
of the securities registered hereby
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of Stroock & Stroock & Lavan (included in
Exhibit 5)
24 Power of Attorney, which appears on page II-5 of this
Registration Statement