AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 1999.
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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PROMUS HOTEL CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 67-1716020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
755 CROSSOVER LANE
MEMPHIS, TENNESSEE 38117
(901) 374-5000
(Address, including zip code, and telephone number, of registrant's principal
executive offices)
STOCK OPTIONS GRANTED TO NORMAN P. BLAKE, JR. IN CONNECTION WITH HIS EMPLOYMENT
(Full title of the plan)
RALPH B. LAKE COPY TO:
SECRETARY AND GENERAL COUNSEL LAURA G. THATCHER
PROMUS HOTEL CORPORATION ALSTON & BIRD LLP
755 CROSSOVER LANE 1201 WEST PEACHTREE STREET, N.W.
MEMPHIS, TENNESSEE 38117 ATLANTA, GEORGIA 30309-3424
(901) 374-5000 (404) 881-7546
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) FEE
100,000 shares
Common Stock, $.01 par value (3) $50.00 $5,000,000 $1,390.00
(1) This registration statement also covers any additional share that may
hereafter be granted as a result of the adjustment and anti-dilution
provisions of the options.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h), based on the exercise prices of the outstanding
options.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(a) The documents constituting Part I of this registration statement will be
sent or given to the optionholder as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended.
(b) Upon written or oral request, the registrant will provide, without
charge, the documents incorporated by reference in Item 3 of Part II of this
registration statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The registrant will also provide, without charge, upon
written or oral request, other documents required to be delivered to employees
pursuant to Rule 428(b). Requests for the above mentioned information should be
directed to Ralph B. Lake, Secretary and General Counsel, at (901) 374-5000.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this registration
statement and are deemed to be a part hereof from the date of the filing of such
documents:
(1) The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.
(2) The registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, June 30, and September 30, 1998, and all other
reports filed by the registrant pursuant to Section 13(a) or 15(d) of the
Exchange Act, since December 31, 1997.
(3) The description of common stock contained in the registrant's
registration statement on Form 8-A filed with the Securities and Exchange
Commission under Section 12 of the Exchange Act, including all amendments or
reports filed for the purpose of updating such description.
All other documents filed by the registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act 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, are incorporated by reference
herein and are a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this registration statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference 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
The validity of the securities registered hereby has been passed upon for
the registrant by Ralph B. Lake. Mr. Lake is the Secretary and General Counsel
of the registrant and receives remuneration from the registrant in that
capacity.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Tenth of the registrant's Certificate of Incorporation provides, in
detail, for the indemnification of directors, officers and employees of the
registrant to the fullest extent permitted under Section 145 of the Delaware
General Corporation Law ("DGCL").
Subsection (a) of Section 145 of the DGCL empowers a corporation to
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 (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against 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
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he
acted in any of the capacities set forth above, against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted under similar
standards, except that no indemnification may be made in respect to any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnification for
such expenses which the Court of Chancery or such other court shall deem proper.
Section 145 of the DGCL further provides that, to the extent that a director
or officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in the defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; and that indemnification
provided by, or granted pursuant to, Section 145 shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled.
Section 145 further empowers the corporation to purchase and maintain insurance
on behalf of any person who is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, 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 status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145 of the DGCL.
Section 102(b)(7) of the DGCL enables a Delaware corporation to provide in
its certificate of incorporation for the elimination or limitation of the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any such provision
cannot eliminate or limit a director's liability (1) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (2) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) under Section 174 of the DGCL (which imposes
liability on directors for unlawful payment of dividends or unlawful stock
purchase or redemption); or (4) for any transaction from which the director
derived an improper personal benefit. Article Thirteenth of the Certificate of
Incorporation of Promus eliminates the liability of a director of Promus to
Promus or its stockholders for monetary damages for breach of fiduciary duty as
a director to the full extent permitted by the DGCL.
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Under the Agreement and Plan of Merger, dated as of September 1, 1997, as
amended October 1, 1997, by and among the registrant, Doubletree Corporation and
certain affiliates of registrant (the "Merger Agreement"), for a period of six
years after the Effective Time (as defined in the Merger Agreement), the
registrant is required to maintain in effect directors' and officers' liability
insurance covering its directors and officers. The registrant carries policies
of insurance which cover the individual directors and officers of the registrant
for legal liability and which would pay on behalf of the registrant for expenses
of indemnification of directors and officers in accordance with the Certificate
of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits listed in the Exhibit Index are included as part of this
registration statement.
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 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
the registration statement;
(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;
(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 being 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 Section 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 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 of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the registrant's articles of incorporation, bylaws,
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 Securities Act of 1933 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
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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
Securities Act of 1933 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 Memphis, State of Tennessee, on January 15, 1999.
PROMUS HOTEL CORPORATION
By:
/s/ NORMAN P. BLAKE, JR.
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Norman P. Blake, Jr.
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Ralph B. Lake, Jr. and Norman P. Blake, Jr., and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other 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, as
fully and to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
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 indicated on the dates indicated.
NAME CAPACITY DATE
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President, Chief Executive
/s/ NORMAN P. BLAKE, JR. Officer and Chairman of
- ------------------------------ the Board (Principal January 15, 1999
Norman P. Blake, Jr. Executive Officer)
/s/ DAN L. HALE Chief Financial Officer
- ------------------------------ (Principal Financial and January 15, 1999
Dan L. Hale Accounting Officer)
Director
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Priscilla Florence
/s/ DALE F. FREY Director
- ------------------------------ January 15, 1999
Dale F. Frey
/s/ CHRISTOPHER W. HART Director
- ------------------------------ January 15, 1999
Christopher W. Hart
/s/ MICHAEL W. MICHELSON Director
- ------------------------------ January 15, 1999
Michael W. Michelson
/s/ JOHN H. MYERS Director
- ------------------------------ January 15, 1999
John H. Myers
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NAME CAPACITY DATE
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/s/ C. WARREN NEEL Director
- ------------------------------ January 15, 1999
C. Warren Neel
/s/ MICHAEL I. ROTH Director
- ------------------------------ January 15, 1999
Michael I. Roth
/s/ JAY STEIN Director
- ------------------------------ January 15, 1999
Jay Stein
/s/ RONALD TERRY Director
- ------------------------------ January 15, 1999
Ronald Terry
/s/ PETER V. UEBERROTH Director
- ------------------------------ January 15, 1999
Peter V. Ueberroth
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT NUMBER DESCRIPTION
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4.1 Restated Certificate of Incorporation of the registrant (previously filed and incorporated herein
by reference to the registrant's registration statement on Form S-4, filed on November 11, 1997
(File No. 40253).
4.2 Amended and Restated Bylaws of the registrant.
4.3 Rights Agreement between the registrant and First Union National Bank (previously filed and
incorporated herein by reference to the registrant's Form 8-A, filed December 17, 1997).
5 Opinion of Counsel as to the legality of the securities being registered.
23.1 Consent of Counsel (contained in the opinion filed as Exhibit 5 hereof).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of KPMG LLP.
24 Power of Attorney pursuant to which amendments to this registration statement may be filed
(included on the signature page contained in Part II hereof).