-----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, L2U8qhRUi/nV4rPeK097xNKpzQlyqLu8aU6caI1vQmoYXk/kvLM8Ih0H+3ieEHdJ tDHpb2tjfkMEQrMeBasJjg== 0000950142-99-000867.txt : 19991206 0000950142-99-000867.hdr.sgml : 19991206 ACCESSION NUMBER: 0000950142-99-000867 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991203 EFFECTIVENESS DATE: 19991203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERISTAR HOTELS & RESORTS INC CENTRAL INDEX KEY: 0001059341 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 510379982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-92109 FILM NUMBER: 99768906 BUSINESS ADDRESS: STREET 1: 1010 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 2029654455 MAIL ADDRESS: STREET 1: 1010 WISCONSIN AVE N W CITY: WASHINGTON STATE: DC ZIP: 20007 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on December 3, 1999 Registration No. 333- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 Registration Statement Under THE SECURITIES ACT OF 1933 --------------------------- MERISTAR HOTELS & RESORTS, INC. (Exact name of registrant as specified in its charter) Delaware 51-0379982 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1010 Wisconsin Avenue, N.W. Washington, D.C. 20007 (Address, including zip code, of Principal Executive Offices) MERISTAR HOTELS & RESORTS, INC. INCENTIVE PLAN (Full title of the plan) Paul W. Whetsell Chairman of the Board and Chief Executive Officer MeriStar Hotels & Resorts, Inc. 1010 Wisconsin Avenue, N.W. Washington, D.C. 20007 (Name and address of agent for service) --------------------------- (202) 295-1000 (Telephone number, including area code, of agent for service) --------------------------- Copy to: Richard S. Borisoff, Esq. Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 (212) 373-3000 --------------------------- CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Title of Each Class of Amount to be Offering Price Aggregate Offering Amount of Securities to be Registered Registered Per Share(1) Price(1) Registration Fee =========================================== ================== ================== ===================== ====================== Common Stock, $0.01 par value.............. 2,000,000(2) $3.25 $6,500,000 $1,716 =========================================== ================== ================== ===================== ======================
(1) An estimate, based on the average of the high and low prices on November 26, 1999 on the New York Stock Exchange Composite Transaction Tape, as determined in accordance with Rule 457(c) and (h) under the Securities Act of 1933, has been made solely for the purpose of calculating the registration fee relating to the 2,000,000 shares of Common Stock to be registered hereunder and subsequently offered at prices computed upon the basis of fluctuating market prices. (2) Represents 2,000,000 shares of Common Stock issuable pursuant to the MeriStar Hotels & Resorts, Inc. Incentive Plan. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also relates to such indeterminate number of additional shares of Common Stock of MeriStar Hotels & Resorts, Inc. as may be issuable as a result of stock splits, stock dividends or additional similar transactions. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan information The information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the "Commission"). Item 2. Registrant Information and Employee Plan Annual Information This Registration Statement covers 2,000,000 additional shares of common stock, par value $0.01 per share, of MeriStar Hotels & Resorts, Inc. (the "Company") reserved for issuance under the MeriStar Hotels & Resorts, Inc. Incentive Plan, as amended (the "Plan"). The Company previously filed with the Commission a Registration Statement on Form S-8 (No. 333-60539) (the "Prior Registration Statement") covering an aggregate of 4,000,000 shares issuable under the Plan. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document which is incorporated by reference herein or therein. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits A list of exhibits included as part of this Registration Statement is set forth in the Exhibit Index which immediately precedes such exhibits and is hereby incorporated by reference herein. 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 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; (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 2 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; and (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 (the "Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the registrant's Restated Certificate of Incorporation, by contract, 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 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. 3 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 Washington, District of Columbia, on December 3, 1999. MERISTAR HOTELS & RESORTS, INC. By: /s/ Paul W. Whetsell ------------------------ Name: Paul W. Whetsell Title: Chairman of the Board and Chief Executive Officer Each person whose signature appears below hereby constitutes and appoints Paul W. Whetsell and James A. Calder and each or either of them, his true and lawful attorney-in-fact 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 (including post-effective amendments) to this registration statement (or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933) and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or either of them, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 4 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on December 3, 1999. Signatures Title ---------- ----- /s/ Paul W. Whetsell Chairman of the Board and -------------------- Chief Executive Officer Paul W. Whetsell (Principal Executive Officer) /s/ James A. Calder Chief Financial Officer (Principal ------------------- Financial and Accounting Officer) James A. Calder /s/ David E. McCaslin President and Director --------------------- David E. McCaslin /s/ Steven D. Jorns Vice Chairman of the Board ------------------- Steven D. Jorns /s/ Daniel L. Doctoroff Director ----------------------- Daniel L. Doctoroff /s/ Kent R. Hance Director ----------------- Kent R. Hance /s/ Joseph McCarthy Director ------------------- Joseph McCarthy /s/ James B. McCurry Director -------------------- James B. McCurry /s/ James R. Worms Director ------------------ James R. Worms /s/ S. Kirk Kinsell Director ------------------- S. Kirk Kinsell 5 EXHIBIT INDEX Sequential Page Exhibits Number - -------- ------ 5.1 -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the legality of shares of Common Stock being registered. 23.1 -- Consent of KPMG LLP. 23.2 -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in Exhibit 5.1). 24.1 -- Power of Attorney (included on signature page hereto). 6 EX-5.1 2 EXHIBIT 5.1 Exhibit 5.1 [Letterhead of Paul, Weiss, Rifkind, Wharton & Garrison] December 3, 1999 MeriStar Hotels & Resorts, Inc. 1010 Wisconsin Avenue, N.W. Washington, D.C. 20007 MeriStar Hotels & Resorts, Inc. Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: In connection with the referenced Registration Statement on Form S-8 (the "Registration Statement") filed by MeriStar Hotels & Resorts, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), and the rules and regulations under it (the "Rules"), we have been requested to render our opinion as to the legality of the shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Company to be registered under the Registration Statement. The shares to be registered under the Registration Statement consist of 2,000,000 shares (the "Shares") of Common Stock to be issued under the MeriStar Hotels & Resorts, Inc. Incentive Plan, as amended (the "Plan"). In connection with this opinion, we have examined (i) an original, photocopy or conformed copy of the Registration Statement (including the exhibits to the Registration Statement), (ii) an original, photocopy or conformed copy of the Plan, (iii) the Restated Certificate of Incorporation and By-laws of the Company, each as amended to date, and (iv) records of certain of the Company's corporate proceedings. In addition, we have made those other examinations of law and fact as we have considered necessary in order to form a basis for our opinion. In our examination of documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic, reproduced or conformed copies, the authenticity of all the latter documents and the legal capacity of all individuals who have executed any of the documents. As to certain matters of fact, we have relied on representations, statements or certificates of officers of the Company. Based on the above, we are of the opinion that the Shares have been duly authorized for issuance and that the Shares, when issued and delivered by the Company and paid for in accordance with the terms and provisions of the Plan, will be validly issued, fully paid and nonassessable. 7 Our opinion is limited to the federal laws of the United States and the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws and the rules, regulations and orders under them, which are currently in effect. Please be advised that no member of this firm is admitted to practice in the State of Delaware. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required by the Act or the Rules. Very truly yours, /s/ Paul, Weiss, Rifkind, Wharton & Garrison -------------------------------------------- PAUL, WEISS, RIFKIND, WHARTON & GARRISON 8 EX-23.1 3 EXHIBIT 23.1 Exhibit 23.1 ACCOUNTANTS' CONSENT We consent to the use of our report on the consolidated financial statements of MeriStar Hotels & Resorts, Inc. as of December 31, 1998 and 1997 and for each of the years in the three-year period ended December 31, 1998, which report appears in the December 31, 1998, Annual Report on Form 10-K of MeriStar Hotels & Resorts, Inc. incorporated by reference on Form S-8 of MeriStar Hotels & Resorts, Inc. /s/ KPMG LLP ------------ KPMG LLP Washington, D.C. December 3, 1999 9 -----END PRIVACY-ENHANCED MESSAGE-----