-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S4uCDEsBnrn36Dg5GZ7EFIl7efcJQQX1JBcRyAPqA2jc7/nmbsz+EDNpB9CyFNK7 krPmAbJYgerLt5O2MLitCw== /in/edgar/work/20000630/0000950144-00-008469/0000950144-00-008469.txt : 20000920 0000950144-00-008469.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950144-00-008469 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000630 EFFECTIVENESS DATE: 20000630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GAYLORD ENTERTAINMENT CO /DE CENTRAL INDEX KEY: 0001040829 STANDARD INDUSTRIAL CLASSIFICATION: [4833 ] IRS NUMBER: 730664379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40676 FILM NUMBER: 666785 BUSINESS ADDRESS: STREET 1: ONE GAYLORD DR CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 6153166000 FORMER COMPANY: FORMER CONFORMED NAME: NEW GAYLORD ENTERTAINMENT CO DATE OF NAME CHANGE: 19970611 S-8 1 s-8.txt GAYLORD ENTERTAINMENT COMPANY 1 As filed with the Securities and Exchange Commission on June 30, 2000 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GAYLORD ENTERTAINMENT COMPANY (Exact Name of Registrant as Specified in Its Charter) DELAWARE 73-0664379 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) ONE GAYLORD DRIVE, NASHVILLE, TENNESSEE 37214 (Address of Principal Executive Offices) (Zip Code) GAYLORD ENTERTAINMENT COMPANY 1997 OMNIBUS STOCK OPTION AND INCENTIVE PLAN (Full Title of the Plan) THOMAS J. SHERRARD SHERRARD & ROE PLC 424 CHURCH STREET, SUITE 2000 NASHVILLE, TENNESSEE 37219 (Name and Address of Agent for Service) (615) 742-4200 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------- Title of Each Proposed Proposed Class of Maximum Maximum Securities Amount Offering Aggregate Amount Of To Be To Be Price Offering Registration Registered Registered Per Share(*) Price Fee - ----------------------------------------------------------------------------------- Common Stock 1,200,000 shares $20.40625 $24,487,500 $6,465 - -----------------------------------------------------------------------------------
* The offering price is estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) and 457(h) under the Securities Act and is based on the average of the high and low price per share of the Registrant's common stock as reported on The New York Stock Exchange on June 27, 2000. 2 This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of common stock, par value $.01 per share, of Gaylord Entertainment Company, a Delaware corporation (the "Registrant"), issuable pursuant to the Gaylord Entertainment Company 1997 Omnibus Stock Option and Incentive Plan. The Registrant's previously filed Registration Statement on Form S-8 (No. 333-37053), as filed with the Securities and Exchange Commission on October 2, 1997, is hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents previously filed by the Registrant with the Commission are hereby incorporated by reference: (1) Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as filed with the Commission on March 30, 2000; (2) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; (3) Current Report on Form 8-K filed on May 23, 2000; (4) The description of the Registrant's common stock contained in the effective Registration Statement on Form 10 filed by the Registrant to register the common stock under the Exchange Act, including all amendments and reports filed for the purpose of updating such description prior to the termination of the offering of the common stock offered hereby. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date hereof 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 herein and to be a part hereof from the date of filing of such documents. Any statements contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or replaced for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or replaces such statement. Any statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part hereof. 2 3 ITEM 8. EXHIBITS Exhibit Number Description ------ ----------- 5 Opinion of Sherrard & Roe PLC 23.1 Consent of Sherrard & Roe PLC (included in Exhibit 5) 23.2 Consent of Arthur Andersen LLP 24 Power of Attorney (included on Pages 4-5) 3 4 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 Nashville, State of Tennessee, on June 29, 2000. GAYLORD ENTERTAINMENT COMPANY By: /s/ Terry E. London ---------------------------------------- Terry E. London President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints E. K. Gaylord II and Terry E. London, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 dates indicated.
Signature Title Date --------- ----- ---- /s/ E.K. Gaylord II Chairman of the Board June 29, 2000 - ----------------------------------- E. K. Gaylord II /s/ Terry E. London Director, President and Chief June 29, 2000 - ----------------------------------- Executive Officer (Principal Terry E. London Executive Officer) /s/ Denise Wilder Warren Senior Vice President and June 29, 2000 - ----------------------------------- Chief Financial Officer Denise Wilder Warren (Principal Accounting and Financial Officer) /s/ Martin C. Dickinson Director June 29, 2000 - ----------------------------------- Martin C. Dickinson
4 5 /s/ Christine Gaylord Everest Director June 29, 2000 - ----------------------------------- Christine Gaylord Everest /s/ Edward L. Gaylord Chairman Emeritus June 29, 2000 - ----------------------------------- Edward L. Gaylord /s/ Craig L. Leipold Director June 29, 2000 - ----------------------------------- Craig L. Leipold Director June , 2000 - ----------------------------------- Joe M. Rodgers /s/ Mary Wilderotter Director June 29, 2000 - ----------------------------------- Mary Agnes Wilderotter /s/ Howard Wood Director June 29, 2000 - ----------------------------------- Howard L. Wood
5 6 EXHIBIT INDEX
Exhibit Number Description Page - ------ ----------- ---- 5 Opinion of Sherrard & Roe PLC E-1 23.1 Consent of Sherrard & Roe PLC (included in Exhibit 5) 23.2 Consent of Arthur Andersen LLP E-2 24 Power of Attorney (included on Pages 4-5)
6 EX-5 2 ex5.txt OPINION OF SHERRARD & ROE PLC 1 EXHIBIT 5 SHERRARD & ROE, PLC ATTORNEYS AT LAW SUITE 2000 424 CHURCH STREET NASHVILLE, TENNESSEE 37219 (615) 742-4200 FACSIMILE (615) 742-4539/4555 June 29, 2000 Gaylord Entertainment Company One Gaylord Drive Nashville, Tennessee 37214 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as your counsel in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") relating to the Company's 1997 Omnibus Stock Option and Incentive Plan (the "Plan") filed by you with the Securities and Exchange Commission covering 1,200,000 additional shares of the Company's common stock (the "Common Stock") issuable pursuant to the Plan. In so acting, we have examined and relied upon such records, documents, and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the original documents of all documents submitted to us as certified or photostatic copies. Based upon the foregoing, we are of the opinion that the Common Stock, when issued pursuant to and in accordance with the Plan, will be duly and validly issued, fully paid, and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, Sherrard & Roe PLC E-1 EX-23.2 3 ex23-2.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of Gaylord Entertainment Company of our reports dated February 9, 2000 relating to the consolidated financial statements and the supplemental schedule of Gaylord Entertainment Company included in Gaylord Entertainment Company's Form 10-K for the year ended December 31, 1999 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Nashville, Tennessee June 26, 2000 E-2 -----END PRIVACY-ENHANCED MESSAGE-----