S-8

As filed with the Securities and Exchange Commission on January 17, 2014

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Choice Hotels International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	52-1209792
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
1 Choice Hotels Circle, Suite 400, Rockville, Maryland	20850
(Address of principal executive offices)	(Zip code)

Choice Hotels International, Inc. 2006 Long-Term Incentive Plan

(Full title of the plan)

Simone Wu

Senior Vice President, General Counsel,

Secretary and Chief Compliance Officer

Choice Hotels International, Inc.

1 Choice Hotels Circle, Suite 400

Rockville, Maryland 20850

(Name and address of agent for service)

(301) 592-5000

(Telephone number, including area code, of agent for service)

Copies to:

John B. Beckman

C. Alex Bahn

Hogan Lovells US LLP

555 Thirteenth Street, N.W.

Washington, D.C. 20004-1109

(202) 637-5600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Maximum Proposed Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, $0.01 par value per share	3,000,000	$49.195	$147,585,000	$19,009

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of the common stock that may become issuable under the plan referenced above by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to 457(c) and 457(h) of the Securities Act, and based upon the average of the high and low prices of Choice Hotels International, Inc. common stock as reported on the New York Stock Exchange on January 13, 2014.

EXPLANATORY NOTE

Choice Hotels International, Inc. (the “Company”) is hereby registering 3,000,000 additional shares of common stock, par value, $0.01 per share, for issuance under the Choice Hotels International, Inc. 2006 Long-Term Incentive Plan, as amended (the “Plan”). As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statements on Form S-8 filed by the Company on May 7, 2007 (Registration No. 333-142676) and September 10, 2010 (Registration No. 333-169308), except to the extent supplemented, amended or superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

See the Exhibit Index.

SIGNATURES

The Registrant. 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 Rockville, State of Maryland, on the 17^th day of January, 2014.

Choice Hotels International, Inc.
By:	/s/ Stephen P. Joyce
	Name:     Stephen P. Joyce Title:       President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 17^th day of January, 2014.

Signature	Title
/s/ Stephen P. Joyce Stephen P. Joyce	President and Chief Executive Officer (principal executive officer)
/s/ David L. White David L. White	Senior Vice President, Chief Financial Officer & Treasurer (principal financial officer)
/s/ Scott E. Oaksmith Scott E. Oaksmith	Controller (principal accounting officer)

A majority of the Board of Directors:

Barbara T. Alexander, Stewart Bainum, Jr., William L. Jews, Scott A. Renschler, John T. Schwieters, Ervin R. Shames, Gordon A. Smith and John P. Tague.

By:	/s/ Simone Wu	January 17, 2014
	Simone Wu Attorney-in-Fact

INDEX TO EXHIBITS

Exhibit Number	Description
5.1	Opinion of the General Counsel as to the legality of the securities being registered
10.1	Choice Hotels International, Inc. 2006 Long-Term Incentive Plan, as amended (incorporated by reference from Appendices A and B to the Company’s Definitive Proxy Statement, filed on March 26, 2013)
23.1	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
23.2	Consent of the General Counsel (included in Exhibit 5.1)
24.1	Power of Attorney

EX-5.1

Exhibit 5.1

January 14, 2014

Board of Directors

Choice Hotels International, Inc.

1 Choice Hotels Circle, Suite 400

Rockville, Maryland 20850

Ladies and Gentlemen:

I am Senior Vice President, General Counsel, Secretary and Chief Compliance Officer of Choice Hotels International, Inc., a Delaware corporation (the “Company”), and have acted for the Company in connection with its registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) relating to the proposed offering of up to 3,000,000 additional shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”), all of which are issuable pursuant to the Choice Hotels International, Inc. 2006 Long-Term Incentive Plan, as amended (the “2006 Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, I have examined copies of such agreements, instruments and documents as I have deemed an appropriate basis on which to render the opinions hereinafter expressed. In my examination of the aforesaid documents, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to me, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to me as copies (including telecopies). As to all matters of fact, I have relied on the representations and statements of fact made in the documents so reviewed, and I have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the General Corporation Laws of the State of Delaware, as amended. I express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.

Based upon, subject to and limited by the foregoing, I am of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Common Stock pursuant to the terms of the 2006 Plan and the award agreements thereunder, and (iii) receipt by the Company of the consideration for the Common Stock as may be specified in applicable resolutions of the Board of Directors or a duly authorized committee thereof and in the 2006 Plan and in the award agreements thereunder, the Common Stock that constitutes original issuances by the Company will be validly issued, fully paid and nonassessable.

This opinion letter has been prepared for use in connection with the Registration Statement. I assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.

I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not thereby admit that I am an “expert” within the meaning of the Securities Act.

Very truly yours,

/s/ Simone Wu

Simone Wu

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Choice Hotels International Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012.

/s/ PricewaterhouseCoopers LLP

McLean, Virginia

January 17, 2014

EX-24.1

Exhibit 24.1

Choice Hotels International, Inc.

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of Choice Hotels International, Inc., a Delaware corporation with offices at 1 Choice Hotels Circle, Suite 400, Rockville, Maryland 20850 (the “Company”), hereby constitute and appoint Stephen P. Joyce, David L. White and Simone Wu, jointly and severally, each in his own capacity, his or her true and lawful attorneys-in-fact, with full power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 registering shares of Common Stock of the Company for issuance pursuant to the Choice Hotels International, Inc. 2006 Long-Term Incentive Plan, as amended, any and all amendments to this Registration Statement, or any Registration Statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, 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 with full power and authority to do so 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, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ Stephen P. Joyce Stephen P. Joyce	President and Chief Executive Officer and Director	January 17, 2014
/s/ David L. White David L. White	Senior Vice President, Chief Financial Officer & Treasurer	January 17, 2014
/s/ Scott E. Oaksmith Scott E. Oaksmith	Controller	January 17, 2014
/s/ Barbara T. Alexander Barbara T. Alexander	Director	January 17, 2014
/s/ Stewart Bainum, Jr. Stewart Bainum, Jr.	Chairman and Director	January 17, 2014
/s/ William L. Jews William L. Jews	Director	January 17, 2014
/s/ Scott A. Renschler Scott A. Renschler	Director	January 17, 2014
/s/ John T. Schwieters John T. Schwieters	Director	January 17, 2014

/s/ Ervin R. Shames Ervin R. Shames	Director	January 17, 2014
/s/ Gordon A. Smith Gordon A. Smith	Director	January 17, 2014
/s/ John P. Tague John P. Tague	Director	January 17, 2014