-----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, Dgge1zu1FM39rwDreb1D+WjInSfumK7+2JFQQryian7Bbsg7qLjOtH3vOh+vVEFP X279UOraO8xO+7RA8Ct5Ow== 0001362310-08-000466.txt : 20080205 0001362310-08-000466.hdr.sgml : 20080205 20080205172506 ACCESSION NUMBER: 0001362310-08-000466 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080131 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080205 DATE AS OF CHANGE: 20080205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Morgans Hotel Group Co. CENTRAL INDEX KEY: 0001342126 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 161736884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33738 FILM NUMBER: 08578064 BUSINESS ADDRESS: STREET 1: 475 TENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-277-4100 MAIL ADDRESS: STREET 1: 475 TENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 8-K 1 c72231e8vk.htm FORM 8-K Filed by Bowne Pure Compliance
 

 
 

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 (Date of earliest event reported): January 31, 2008

Morgans Hotel Group Co.
(Exact name of registrant as specified in its charter)
         
Delaware   000-51802   16-1736884
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
475 Tenth Avenue
New York, NY
  10018
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 277-4100
 
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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2008, the Board of Directors of Morgans Hotel Group Co. (the “Company”) announced the appointment of Michael D. Malone to its Board of Directors, effective January 31, 2008. In connection with this appointment, Mr. Malone has been appointed to serve on the Audit Committee and the Corporate Governance and Nominating Committee of the Board of Directors. There is no arrangement or understanding between Mr. Malone and any other persons pursuant to which he was selected as a director of the Company. In addition, there is no transaction between Mr. Malone and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.

The Company also announced that Lance Armstrong resigned from the Board of Directors of the Company on January 31, 2008.

A copy of the Company’s press release announcing the appointment of Mr. Malone to the Company’s Board of Directors and the resignation of Mr. Armstrong from the Company’s Board of Directors is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in Exhibit 99.1 shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

 

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Item 9.01. Financial Statements and Exhibits.

     
(a)
  Financial Statements of Business Acquired.
 
   
None.
 
   
(b)
  Pro Forma Financial Information.
 
   
None.
 
   
(c)
  Shelf Company Transaction.
 
   
None.
 
   
(d)
  Exhibits.
 
   
The following exhibits are filed as part of this report:
     
Exhibit Number   Description
 
   
99.1   Press release dated February 5, 2008

 

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SIGNATURES  

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 hereunto duly authorized.  

             
    MORGANS HOTEL GROUP CO.    
   
       
 
           
Date: February 5, 2008
  By:   /s/ Richard Szymanski    
 
           
 
      Richard Szymanski    
 
      Chief Financial Officer    


 

 

 

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EXHIBIT INDEX  

     
Exhibit Number   Description
 
   
99.1   Press release dated February 5, 2008

 

5

EX-99.1 2 c72231exv99w1.htm EXHIBIT 99.1 Filed by Bowne Pure Compliance
 

Exhibit 99.1

MORGANS HOTEL GROUP APPOINTS MICHAEL D. MALONE
TO BOARD OF DIRECTORS

Current Director Lance Armstrong Steps Down

New York, NY – February 5, 2008 – Morgans Hotel Group Co. (NASDAQ: MHGC) (“MHG”) today announced that Michael D. Malone has been appointed to its Board of Directors, effective immediately. Mr. Malone recently retired from Bank of America as Senior Executive Banker and Managing Director. For nearly 24 years at Bank of America, Mr. Malone worked in investment banking across a number of sectors including real estate, lodging, leisure and gaming.

“We are pleased to welcome Michael to our Board of Directors,” said David T. Hamamoto, Chairman of MHG. “His financial expertise and relevant background, particularly in lodging and leisure, will make him a great addition to the Board and a real asset to MHG. We also look forward to benefiting from Michael’s gaming experience as we prepare to assume management of casino operations at the Hard Rock Hotel & Casino in Las Vegas.”

“It’s an honor to join the Board of Directors of MHG,” said Mr. Malone. “I look forward to working with the Board and management team to continue the Company’s growth and profitability.”

MHG also announced that Lance Armstrong, currently a director on MHG’s Board, is resigning to devote additional time to the Lance Armstrong Foundation.

“On behalf of the entire Board, I’d like to thank Lance for his contributions to MHG over the past two years,” continued Mr. Hamamoto. “Lance is a remarkable person and we are grateful for his service to the Company. We wish him the very best in his future endeavors.”

ABOUT MORGANS HOTEL GROUP
Morgans Hotel Group Co. (NASDAQ: MHGC), which is widely credited with establishing and developing the rapidly expanding boutique hotel sector, operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and The Shore Club in Miami, Mondrian in Los Angeles and Scottsdale, Clift in San Francisco, and Sanderson and St Martins Lane in London. In February 2007, MHG and an equity partner acquired the Hard Rock Hotel & Casino in Las Vegas and related assets. MHG has other property transactions in various stages of completion including projects in Miami Beach, Florida, Chicago, Illinois, SoHo, New York and Las Vegas, Nevada, and continues to vigorously pursue its strategy of developing unique properties at various price points in international gateway cities and select resort destinations. For more information please visit www.morganshotelgroup.com.

Contacts
Jennifer Foley
Morgans Hotel Group
212.277.4166

Eric Brielmann / Andi Salas
Joele Frank, Wilkinson Brimmer Katcher
212.355.4449

 

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