-----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, NeTH2RklDHavdt3rZIjtb3TY2LlCgD1YEFTcDxHuQM4vSUhl2/S5dMZcAH0Eixbz 4IYYhag3p2Ainz9A8sg0GA== 0000899140-98-000332.txt : 19980810 0000899140-98-000332.hdr.sgml : 19980810 ACCESSION NUMBER: 0000899140-98-000332 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980807 EFFECTIVENESS DATE: 19980807 SROS: NYSE 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: SEC FILE NUMBER: 333-60911 FILM NUMBER: 98679479 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 S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on August 7, 1998 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 (973) 882-1010 (Address, including zip code, and telephone number, including area code, of principal executive offices) ----------------------- Prime Hospitality Corp. 1995 Employee Stock Option Plan (Amended and Restated as of February 20, 1998) (Full title of the plan) ----------------------- Joseph Bernadino, Esq. Senior Vice President, Secretary and General Counsel 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, NY 10019 (212) 728-8000 ----------------------- CALCULATION OF REGISTRATION FEE ======================= ====================== ========================= ===================== ====================== Proposed maximum Proposed maximum Title of securities Amount to be offering price per aggregate offering Amount of to be registered registered share (1) price (1) registration fee - ----------------------- ---------------------- ------------------------- --------------------- ---------------------- Class A Common Stock, $0.01 par value per share 1,800,000 $13.3125 $23,962,500 $7,068.94 ======================= ====================== ========================= ===================== ======================
(1) Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities Act") based upon the average of the high and low sales prices of the Class A Common Stock as reported by the New York Stock Exchange on August 4, 1998. 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, 1997, 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 quarter ended March 31, 1998, filed pursuant to the Exchange Act; (c) The Company's Current Report on Form 8-K, filed on January 7, 1998, pursuant to the Exchange Act; (d) The Company's Registration Statements on Form S-8 (Nos. 333-03361 and 333-44287), filed on May 16, 1996 and January 15, 1998, respectively, pursuant to the Securities Act; and (e) 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. Item 8. EXHIBITS Exhibit No. - ----------- 5 Opinion of Willkie Farr & Gallagher as to the validity of the shares to be issued. 23.1 Consent of Arthur Andersen 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 24th day of July, 1998. PRIME HOSPITALITY CORP. By: /s/ David A. Simon -------------------------------- David A. Simon Chairman of the Board, President and Chief Executive Officer The undersigned officers and directors of Prime Hospitality Corp. hereby severally constitute and appoint David A. Simon and John M. Elwood, 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/ David A. Simon Chairman of the Board, July 24, 1998 - -------------------- President and Chief Executive David A. Simon Officer (principal executive officer) /s/ John M. Elwood Executive Vice President, July 24, 1998 - -------------------- Chief Financial Officer and John M. Elwood Director (principal financial officer and principal accounting officer) /s/ Herbert Lust, II Director July 27, 1998 - -------------------- Herbert Lust, II /s/ Jack H. Nusbaum Director August 3, 1998 - -------------------- Jack H. Nusbaum /s/ Howard M. Lorber Director July 27, 1998 - -------------------- Howard M. Lorber /s/ A.F. Petrocelli Director July 24, 1998 - -------------------- A.F. Petrocelli INDEX TO EXHIBITS Exhibit No. - ----------- 5 Opinion of Willkie Farr & Gallagher as to the validity of the shares to be issued. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5). 24 Powers of Attorney (included on signature page). EX-5 2 WILLKIE FARR & GALLAGHER LEGAL OPINION EXHIBIT 5 Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019-6099 August 6, 1998 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 1,800,000 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 Employee 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 August 6, 1998, 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. We call to your attention that we are not admitted to practice, do not purport to be experts in the laws of, and, accordingly, do not express an opinion as to matters arising under the laws of any jurisdiction other than the laws of the State of New York, the Delaware General Corporation Law and the federal laws of the United States. 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 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.1 ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 27, 1998, except with respect to the matter discussed in Note 12 as to which the date is March 12, 1998, included in the Company's Form 10-K for the year ended December 31, 1997 and to all references to our firm included in this registration statement. /s/ Arthur Andersen LLP Roseland, New Jersey August 7, 1998 EX-23.2 4 CONSENT OF WILLKIE FARR & GALLAGHER EXHIBIT 23.2 (Contained in Exhibit 5) EX-24 5 POWERS OF ATTORNEY EXHIBIT 24 (Reference is made to the signature page) -----END PRIVACY-ENHANCED MESSAGE-----