0001104659-05-024147.txt : 20050517 0001104659-05-024147.hdr.sgml : 20050517 20050517170339 ACCESSION NUMBER: 0001104659-05-024147 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050517 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050517 DATE AS OF CHANGE: 20050517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SONESTA INTERNATIONAL HOTELS CORP CENTRAL INDEX KEY: 0000091741 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 135648107 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09032 FILM NUMBER: 05839453 BUSINESS ADDRESS: STREET 1: 116 HUNTINGTON AVENUE, FLOOR 9 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174215400 MAIL ADDRESS: STREET 1: 116 HUNTINGTON AVENUE, FLOOR 9 CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: HOTEL CORP OF AMERICA DATE OF NAME CHANGE: 19700622 FORMER COMPANY: FORMER CONFORMED NAME: CHILDS CO DATE OF NAME CHANGE: 19681121 8-K 1 a05-9587_18k.htm 8-K

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: May 17, 2005

Commission file number: 0-9032

SONESTA INTERNATIONAL HOTELS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York

(State or Other Jurisdiction)

13-5648107

(I.R.S. Employer Identification No.)

116 Huntington Avenue, Boston, MA 02116

(Address of principal Executive Offices)

(Registrant’s Telephone Number, Including Area Code): 617-421-5400

Not Applicable

(Former name, 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))

ITEM 1.01: ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

I. On May 16, 2005, the Board of Directors of Sonesta International Hotels Corporation (“Sonesta”), on the recommendation of its Compensation Committee, voted to change the compensation paid to outside Directors, as follows:

A. Outside Directors shall receive $25,000 per year, payable in quarterly installments.

B. In addition to other Director compensation, the Chairman of the Audit Committee shall receive $5,000 per year.

For many years, Sonesta had paid outside Directors $12,000 per year, payable in quarterly installments, plus $600 per meeting. Outside Directors shall no longer receive separate compensation for attending meetings.

II. On May 16, 2005, Sonesta’s Board of Directors, upon the recommendation of the Compensation Committee, voted to amend the Restated Employment Agreements between Sonesta and each of Roger P. Sonnabend, Paul Sonnabend and Stephen Sonnabend, each of which has been in effect since January 1, 1992, which were amended and updated in November 1995 (Paul) and March 1996 (Roger, Stephen). The amendments of Roger’s and Paul’s Restated Employment Agreements update the references to their current positions with Sonesta, which are Executive Chairman of the Board and Executive Vice President, respectively. In the case of all three (3) Restated Employment Agreements the “Notices” provision was also updated.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

NUMBER		DESCRIPTION

10.1		Amendment to Restated Employment Agreement, dated May 16, 2005, between Sonesta International Hotels Corporation and Paul Sonnabend.

10.2		Amendment to Restated Employment Agreement, dated May 16, 2005, between Sonesta International Hotels Corporation and Roger P. Sonnabend.

10.3		Amendment to Restated Employment Agreement, dated May 16, 2005, between Sonesta International Hotels Corporation and Stephen Sonnabend.

10.4		Summary of Director compensation.

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.

	SONESTA INTERNATIONAL HOTELS CORPORATION

	By:	/S/ Peter J. Sonnabend
		Peter J. Sonnabend
		Chief Executive Officer and Vice Chairman

May 17, 2005

EX-10.1 2 a05-9587_1ex10d1.htm EX-10.1

EXHIBIT 10.1

AMENDMENT

RESTATED EMPLOYMENT AGREEMENT

Reference is made to that certain Restated Employment Agreement (the “Agreement”), dated as of November 21, 1995, between Sonesta International Hotels Corporation (the “Company”) and Paul Sonnabend (the “Executive”). This shall constitute an Amendment to the Agreement.

1. Section 3 is deleted and replaced with the following:

3. Duties. The Executive shall be employed by the Company as Executive Vice President of the Company, as the same may be expanded or reduced from time to time, subject always to the direction of the Board of Directors of the Company.

2. Section 11 is deleted and replaced with the following:

11. Notices. All notices under this Agreement shall be in writing and delivered by hand or addressed and mailed by registered or certified mail, return receipt requested, if to the Company:

	Sonesta International Hotels Corporation
	116 Huntington Avenue, Floor 9
	Boston, MA 02116
	Attn: Office of Treasurer

with a copy to:

	Norman Spector, Esq.
	Burns & Levinson
	125 Summer Street
	Boston, MA 02110

and if to the Executive

	Mr. Paul Sonnabend
	5 Dear Path Lane
	Weston, MA 02493

or to such other address for notice as may be specified by any party hereto by notice given in the manner herein provided.

3. In all other respects the Agreement remains unchanged and in effect as of this May 16, 2005.

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the day and year written above.

	SONESTA INTERNATIONAL HOTELS
	CORPORATION


	By:	/S/ Boy van Riel

	Its:	Vice President & Treasurer


	/S/ Paul Sonnabend
	Paul Sonnabend

EX-10.2 3 a05-9587_1ex10d2.htm EX-10.2

EXHIBIT 10.2

AMENDMENT

RESTATED EMPLOYMENT AGREEMENT

Reference is made to that certain Restated Employment Agreement (the “Agreement”), dated as of November 21, 1995, between Sonesta International Hotels Corporation (the “Company”) and Roger P. Sonnabend (the “Executive”). This shall constitute an Amendment to the Agreement.

1. Section 3 is deleted and replaced with the following:

3. Duties. The Executive shall be employed by the Company as Executive Chairman of the Board, as the same may be expanded or reduced from time to time, subject always to the direction of the Board of Directors of the Company.

2. Section 11 is deleted and replaced with the following:

11. Notices. All notices under this Agreement shall be in writing and delivered by hand or addressed and mailed by registered or certified mail, return receipt requested, if to the Company:

	Sonesta International Hotels Corporation
	116 Huntington Avenue, Floor 9
	Boston, MA 02116
	Attn: Office of Treasurer

with a copy to:

	Norman Spector, Esq.
	Burns & Levinson
	125 Summer Street
	Boston, MA 02110

and if to the Executive

	Mr. Roger P. Sonnabend
	72 Mt. Vernon Street
	Boston, MA 02108

or to such other address for notice as may be specified by any party hereto by notice given in the manner herein provided.

3. In all other respects the Agreement remains unchanged and in effect as of this May 16, 2005.

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the day and year written above.

	SONESTA INTERNATIONAL HOTELS
	CORPORATION


	By:	/S/ Boy van Riel


	Its:	Vice President & Treasurer


	/S/ Roger P. Sonnabend
	Roger P. Sonnabend

EX-10.3 4 a05-9587_1ex10d3.htm EX-10.3

EXHIBIT 10.3

AMENDMENT

RESTATED EMPLOYMENT AGREEMENT

Reference is made to that certain Restated Employment Agreement (the “Agreement”), dated as of November 21, 1995, between Sonesta International Hotels Corporation (the “Company”) and Stephen Sonnabend (the “Executive”). This shall constitute an Amendment to the Agreement.

1. Section 11 is deleted and replaced with the following:

11. Notices. All notices under this Agreement shall be in writing and delivered by hand or addressed and mailed by registered or certified mail, return receipt requested, if to the Company:

	Sonesta International Hotels Corporation
	116 Huntington Avenue, Floor 9
	Boston, MA 02116
	Attn: Office of Treasurer

with a copy to:

	Norman Spector, Esq.
	Burns & Levinson
	125 Summer Street
	Boston, MA 02110

and if to the Executive

	Mr. Stephen Sonnabend
	350 Coconut Lane
	Key Biscayne, Fl 33149

or to such other address for notice as may be specified by any party hereto by notice given in the manner herein provided.

2. In all other respects the Agreement remains unchanged and in effect as of this May 16, 2005

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the day and year written above.

	SONESTA INTERNATIONAL HOTELS
	CORPORATION


	By:	/S/ Boy van Riel

	Its:	Vice President and Treasurer


	/S/ Stephen Sonnabend
	Stephen Sonnabend

EX-10.4 5 a05-9587_1ex10d4.htm EX-10.4

EXHIBIT 10.4

SONESTA INTERNATIONAL HOTELS CORPORATION

Summary of Director Compensation

The following is a summary of the currently effective compensation of the directors of Sonesta International Hotels Corporation (the “Company”) for services as directors, which is subject to modification at any time by the Board of Directors.

I. Outside Directors shall receive $25,000 per year, payable in quarterly installments.

II. In addition to other Director compensation, the Chairman of the Audit Committee shall receive $5,000 per year.