-----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, O5ccP5ASGyw9ZHOZJ1E0PxTyUMnHuvpdjKCSjKVcRC5TL4muIDE12X9H9XXcDVww weuicE7mkcDGSTmCCyhsIg== 0000899140-03-000452.txt : 20030523 0000899140-03-000452.hdr.sgml : 20030523 20030523155333 ACCESSION NUMBER: 0000899140-03-000452 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030523 EFFECTIVENESS DATE: 20030523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIME HOSPITALITY CORP CENTRAL INDEX KEY: 0000080293 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 222640625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105534 FILM NUMBER: 03718268 BUSINESS ADDRESS: STREET 1: 700 RTE 46 E CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: 9738821010 MAIL ADDRESS: STREET 1: 700 RTE 46 EAST CITY: FAIRFIELD STATE: NJ ZIP: 07004 FORMER COMPANY: FORMER CONFORMED NAME: PRIME MOTOR INNS INC DATE OF NAME CHANGE: 19920609 FORMER COMPANY: FORMER CONFORMED NAME: PRIME EQUITIES INC DATE OF NAME CHANGE: 19731120 S-8 1 prh1180100a.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 23, 2003 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRIME HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 22-2640625 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 700 Route 46 East Fairfield, New Jersey 07004 (Address, including zip code, of principal executive offices) ------------------------------------------------ Prime Hospitality Corp. 1995 Non-Employee Director Stock Option Plan (Full title of the plan) ------------------------------------------------ Douglas W. Vicari Senior Vice President and Chief Financial Officer Prime Hospitality Corp. 700 Route 46 East Fairfield, New Jersey 07004, (973) 882-1010 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------------------------ Copies to William H. Gump, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 (212) 728-8000 ------------------------------------------------ CALCULATION OF REGISTRATION FEE ================================================================================ Proposed maximum Title of Proposed maximum aggregate Amount of securities to be Amount to be offering price offering registration registered registered (1) per share (2) price (2) fee - -------------------------------------------------------------------------------- Common Stock, $0.01 par value per share 250,000 $6.47 $1,617,500 $130.86 ================================================================================ (1) Represents an additional 250,000 shares of common stock of Prime Hospitality Corp. issuable pursuant to the Prime Hospitality Corp. 1995 Non-Employee Director Stock Option Plan (the "Plan"). In addition, this Registration Statement covers an indeterminable number of additional shares as may hereafter be offered or issued, pursuant to the Plan, to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration. (2) Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities Act"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, filed with the Securities and Exchange Commission (the "Commission") by Prime Hospitality Corp., a Delaware company (the "Company"), are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003, filed pursuant to the Exchange Act; (c) The Company's Registration Statements on Form S-8 (Nos. 333-03361 and 333-44287), filed on May 8, 1996 and January 15, 1998, respectively, pursuant to the Securities Act; and (d) The description of the common stock of the Company, $0.01 par value per share (the "Common Stock"), included in the Company's Application for Registration on Form 8-A, dated June 5, 1992, as amended by the Company's Amendments to Application or report on Form 8, dated July 9, 1992 and December 23, 1992, respectively, pursuant to the Exchange Act. In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents with the Commission. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. Item 8. EXHIBITS Exhibit No. - ----------- 5 Opinion of Willkie Farr & Gallagher as to the legality of the securities to be issued. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5). 24 Powers of Attorney (reference is made to the signature page herein). SIGNATURES Pursuant to the requirements of the Securities Act, the Company 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 Fairfield, State of New Jersey, on the 22nd day of May, 2003. PRIME HOSPITALITY CORP. By: /s/ A. F. Petrocelli -------------------------------- A. F. Petrocelli Chairman of the Board, President and Chief Executive Officer POWERS OF ATTORNEY The undersigned officers and directors of Prime Hospitality Corp. hereby severally constitute and appoint A. F. Petrocelli and Douglas W. Vicari, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this Registration Statement (including post-effective amendments) and to file the same with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact, and each of them, 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 and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ A. F. Petrocelli Chairman of the Board, President and May 22, 2003 - ------------------------- Chief Executive Officer (principal A. F. Petrocelli executive officer) /s/ Douglas W. Vicari Senior Vice President, Chief Financial May 22, 2003 - ------------------------- Officer and Director (principal Douglas W. Vicari financial officer and principal accounting officer) /s/ Lawrence M. Friedland Director May 22, 2003 - ------------------------- Lawrence M. Friedland /s/ Richard Reitman Director May 22, 2003 - ------------------------- Richard Reitman /s/ Howard M. Lorber Director May 22, 2003 - ------------------------- Howard M. Lorber /s/ Allen S. Kaplan Director May 22, 2003 - ------------------------- Allen S. Kaplan INDEX TO EXHIBITS Exhibit No. - ----------- 5 Opinion of Willkie Farr & Gallagher as to the legality of the securities to be issued. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5). 24 Powers of Attorney (included on signature page). EX-5 4 prh1180100b.txt OPINION OF WILLKIE FARR & GALLAGHER EXHIBIT 5 Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 May 23, 2003 Prime Hospitality Corp. 700 Route 46 East Fairfield, New Jersey 07004 Re: Registration Statement on Form S-8 ---------------------------------- Dear Sirs: We have acted as counsel for Prime Hospitality Corp., a Delaware corporation (the "Company"), in connection with the registration pursuant to the Securities Act of 1933, as amended (the "Act"), of 250,000 shares of common stock of the Company, par value $.01 per share (the "Common Stock"), to be issued pursuant to the terms of the Company's 1995 Non-Employee Director Stock Option Plan (the "Plan"). In connection therewith, we have participated in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") relating to the Common Stock to be filed with the Securities and Exchange Commission on or about May 23, 2003, and we are familiar with the corporate proceedings taken to date in connection with the authorization and issuance of the Common Stock. As counsel for the Company, we have examined, among other things, such federal and state laws and originals and/or copies (certified or otherwise identified to our satisfaction) of such documents, certificates and records as we have deemed necessary and appropriate for the purpose of preparing this opinion. Based on the foregoing, we are of the opinion that, with respect to the shares of Common Stock to be originally issued, such shares, when duly sold, issued and paid for in accordance with the terms of the Plan, will be duly authorized and validly issued and will be fully paid and nonassessable. No person or entity other than you may rely or claim reliance upon this opinion. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. This opinion is limited to the General Corporation Law of the State of Delaware and the federal laws of the United States of America. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ Willkie Farr & Gallagher EX-23.1 5 prh1180100c.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 EXHIBIT 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Prime Hospitality Corp (the "Company") 1995 Non-Employee Director Stock Option Plan, of our report dated February 11, 2003, except for Note 21, as to which the date is March 26, 2003, with respect to the consolidated financial statements of the Company included in it Annual Report (Form 10-K) for the year ended December 31, 2002 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP New York, New York May 20, 2003 -----END PRIVACY-ENHANCED MESSAGE-----