-----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, LRztqLbO8fujXNdxwUMcVVIhap/JaiQds+gGUvI9IJvGfyHumvfXcXvFWpxS/VfI J+RZyIPAbGbrHfjDh9KbFg== 0000910662-07-000310.txt : 20070709 0000910662-07-000310.hdr.sgml : 20070709 20070709155238 ACCESSION NUMBER: 0000910662-07-000310 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070709 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070709 DATE AS OF CHANGE: 20070709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORIENT EXPRESS HOTELS LTD CENTRAL INDEX KEY: 0001115836 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 980223493 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16017 FILM NUMBER: 07969596 BUSINESS ADDRESS: STREET 1: 41 CEDAR AVE STREET 2: PO BOX HM 1179 CITY: HAMILTON HM EX BERMU STATE: D0 ZIP: 00000 BUSINESS PHONE: 2127323200 MAIL ADDRESS: STREET 1: SEA CONTAINERS HOUSE STREET 2: 20 UPPER GROUND LONDON UK SEL 9PF 8-K 1 july98k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (earliest event reported): July 9, 2007 ORIENT-EXPRESS HOTELS LTD. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Bermuda ---------------------------------------------- (State or other jurisdiction of incorporation) 001-16017 98-0223493 ------------------------ ------------------- (Commission file number) (I.R.S. Employer Identification No.) 22 Victoria Street Hamilton HM 12, Bermuda --------------------------------------------------- (Address of principal executive offices) (Zip Code) 441-295-2244 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.03(a). Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On July 9, 2007, the Registrant filed with the Bermuda Registrar of Companies an amended version of its memorandum of association (its principal charter document), which amendment became effective upon its filing. This amendment had been confirmed and approved by the Registrant's shareholders at the 2007 annual general meeting of shareholders on June 15, 2007. Until recently, Bermuda law required that the Registrant's objects and powers be set out in detail in its memorandum of association. Recent amendments to the Bermuda Companies Act, 1981 permit a Bermuda company such as the Registrant to eliminate all its enumerated objects and powers from its memorandum of association and to replace them with a brief comprehensive powers provision. The Registrant's amended memorandum of association is being filed as Exhibit 3.1 to this report. Clause 7 of the Registrant's amended memorandum of association o simplifies its memorandum of association consistent with present day corporate practice, o confirms the Registrant's right to engage in any business in which Bermuda companies may lawfully engage, and o reduces the risk of the Registrant's conducting its business ultra vires, that is, beyond the power conferred on the Registrant by Bermuda law or the Registrant's charter documents. Although the board of directors has no present plan for the Registrant to engage in any new line of business, management believes that the Registrant's rights should not be limited in any way by an outmoded provision of corporate law, and that the Registrant should have the full measure of rights authorized by the recent amendments to the Bermuda Companies Act, 1981 to engage in any lawful business. Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description of Exhibit -------------- ---------------------- 3.1 Memorandum of Association and Certificate of Incorporation of Orient-Express Hotels Ltd., as amended effective July 9, 2007. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ORIENT-EXPRESS HOTELS LTD. Date: July 9, 2007 By: /s/ Edwin S. Hetherington -------------------------- Edwin S. Hetherington Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit Number Description of Exhibit -------------- ---------------------- 3.1 Memorandum of Association and Certificate of Incorporation of Orient-Express Hotels Ltd., as amended effective July 9, 2007. EX-3.1 2 ex3_1.txt EXHIBIT 3.1 FORM NO. 6 [GRAPHIC] BERMUDA CERTIFICATE OF INCORPORATION I hereby in accordance with the provisions of section 14 of the Companies Act, 1981, issue this Certificate of Incorporation and do certify that on the 16th day of October 1987 SEALINK BRITISH FERRIES LTD. was registered by me in the Register maintained by me under the provisions of the said section and that the status of the said company is that of an exempted company. Given under my hand this 16th day of October 1987. [SEAL] [SIGNATURE] for Registrar of Companies FORM NO. 3a [GRAPHIC] BERMUDA CERTIFICATE OF INCORPORATION ON CHANGE OF NAME I hereby certify that SEALINK BRITISH FERRIES LTD. having by resolution and with the approval of the Registrar of Companies changed its name, is now registered under the name of SeaCo Ltd. Given under my hand the 31st day of August 1990. [SEAL] [SIGNATURE] for Registrar of Companies FORM NO. 3a [GRAPHIC] BERMUDA CERTIFICATE OF INCORPORATION ON CHANGE OF NAME I hereby certify that SeaCo Ltd. having by resolution and with the approval of the Registrar of Companies changed its name, is now registered under the name of Orient-Express Hotels Ltd. Given under my hand the 25th day of July 1994. [SEAL] [SIGNATURE] for Registrar of Companies FORM NO. 7a REGISTRATION NO. 13215 [LOGO] BERMUDA CERTIFICATE OF DEPOSIT OF MEMORANDUM OF INCREASE OF SHARE CAPITAL THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital of ORIENT-EXPRESS HOTELS LTD. was delivered to the Registrar of Companies on the 19TH day of MAY, 2000 in accordance with section 45(3) of THE COMPANIES ACT 1981 ("the Act"). [SEAL] Given under my hand and Seal of the REGISTRAR OF COMPANIES this 26TH day of MAY, 2000. [Signature] for REGISTRAR OF COMPANIES Capital prior to increase: US$ 12,000.00 Amount of increase: US$ 2,688,000.00 Present Capital: US$ 2,700,000.00 FORM NO. 16a REGISTRATION NO. 13215 [LOGO] BERMUDA CERTIFICATE OF REGISTRATION OF ALTERATION OF DENOMINATION OF CAPITAL THIS IS TO CERTIFY that an Alteration of Denomination of Share Capital of ORIENT-EXPRESS HOTELS LTD. was delivered to the Registrar of Companies on the 26TH day of MAY, 2000 in accordance with THE COMPANIES ACT 1981 ("the Act"). [SEAL] Given under my hand and Seal of the REGISTRAR OF COMPANIES this 26TH day of MAY, 2000. [Signature] for REGISTRAR OF COMPANIES Capital before Conversion: UK(pound) 8,000.00 Capital after Conversion: US$ 12,000.00 FORM NO. 2 [GRAPHIC] BERMUDA THE COMPANIES ACT 1981 MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES (SECTION 7(1) AND (2)) SECOND ALTERATION MEMORANDUM OF ASSOCIATION OF SEALINK BRITISH FERRIES LTD. ----------------------------------------------------- (hereinafter referred to as "the Company") 1. The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them. 2. We, the undersigned, namely, NAME/ADDRESS BERMUDIAN NATIONALITY NUMBER OF STATUS SHARES (Yes/No) SUBSCRIBED Ian Hilton Yes British 1 Thirty Cedar Avenue, Hamilton HM 09, Bermuda Ruby L. Rawlins Yes British 1 Thirty Cedar Avenue, Hamilton HM 09, Bermuda Marcia De Couto Yes British 1 Thirty Cedar Avenue, Hamilton HM 09, Bermuda Sheila Moran Yes British 1 Thirty Cedar Avenue, Hamilton HM 09, Bermuda do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively. 3. The Company is to be an exempted Company as defined by the Companies Act 1981. 4. The Company has power to hold land situated in Bermuda not exceeding in all, including the following parcels-- Not Applicable 5. The Company does not propose* to carry on business in Bermuda. 6. The authorised share capital of the Company is (pound)8,000.00 divided into shares of U.K. one pound each. The minimum subscribed share capital of the Company is (pound)8,000.00 in United Kingdom currency. 7. Subject to any provision of law, including a provision of the Companies Act, 1981 or any other act, or any other provision in this memorandum: (a) the objects and powers of the Company are unrestricted; and (b) the Company has the capacity, rights, powers and privileges of a natural person. *Delete as applicable. Signed by each subscriber in the presence of at least one witness attesting the signature thereof-- [SIGNATURES] /s/ Ian Hilton /s/ Maria Place - ----------------------------- ------------------------------ /s/ Ruby L. Rawlins /s/ Maria Place - ----------------------------- ------------------------------ /s/ Marcia DeCouto /s/ Maria Place - ----------------------------- ------------------------------ /s/ Sheila Moran /s/ Maria Place - ----------------------------- ------------------------------ (Subscribers) (Witnesses) SUBSCRIBED this 9th day of October 1987. -----END PRIVACY-ENHANCED MESSAGE-----