-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gTEtc6daJJNX9kMjWWW3UZF/yZw6KKjdwnqGx7LJK7In4+1mYPpXU+IaE/K0pudH yhUt009s9LY9TiklZWgoBQ== 0000950112-95-001555.txt : 19950607 0000950112-95-001555.hdr.sgml : 19950607 ACCESSION NUMBER: 0000950112-95-001555 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950606 EFFECTIVENESS DATE: 19950625 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROMUS HOTEL CORP CENTRAL INDEX KEY: 0000944647 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 621596939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59967 FILM NUMBER: 95545134 BUSINESS ADDRESS: STREET 1: 6800 POPLAR AVENUE STREET 2: STE 200 CITY: MEMPHIS STATE: TN ZIP: 38138 MAIL ADDRESS: STREET 1: 6800 POPLAR AVENUE STREET 2: STE 200 CITY: MEMPHIS STATE: TN ZIP: 38138 S-8 1 PROMUS HOTEL CORPORATION As filed with the Securities and Exchange Commission on June 6, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ------------------ PROMUS HOTEL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 62-1596939 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 6800 Poplar Avenue, Suite 200 Memphis, Tennessee 38138 (Address of principal executive offices) (Zip Code) ------------------ PROMUS HOTEL CORPORATION 1995 RESTRICTED STOCK PLAN (Full Title of the Plan) ---------------------------------- Ralph B. Lake, Esq. Senior Vice President, Secretary and General Counsel Promus Hotel Corporation 6800 Poplar Avenue, Suite 200 Memphis, Tennessee 38138 (901) 758-3100 (Name, address, including zip code, and telephone number,including area code, of agent for service) ------------------ Calculation of Registration Fee
Proposed Amount Proposed Maximum of Shares Maximum Aggregate Amount of Title of Each Class of to be Offering Price Offering Registration Securities to be Registered Registered (1) Per Share (2) Price (2) Fee Common Stock $0.10 par value 400,000 $2.73 $1,092,000.00 $276.55
(1) The Promus Hotel Corporation 1995 Restricted Stock Plan, as amended, (the "Plan") authorizes the issuance of a maximum of 400,000 shares of Common Stock of Promus Hotel Corporation (the "Company"), plus reissuances of shares cancelled under the plan, and adjustments to shares to account for any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin- off, combination, repurchase, or exchange of Common Stock or other securities of the company, issuance of warrants to purchase Common Stock or other securities of the Company, or other similar transaction or event. (2) For purposes of computing the registration fee only, pursuant to Rule 457(h)(1), the Proposed Maximum Offering Price Per Share is based upon the pro forma book value of the shares as calculated on December 31, 1994. Page 1 of 9 pages. Exhibit Index appears on page 7. PART I Item 1. Plan Information Not required to be filed with this Registration Statement. Item 2. Registrant Information and Employee Plan Annual Information Not required to be filed with this Registration Statement. PART II Item 3. Incorporation of Documents by Reference The following documents are incorporated herein by reference: (a) The Company's Registration Statement on Form 10 filed pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) The description of the Company's Common Stock contained in the Company's Registration Statement filed on Form 10 dated April 28, 1995, filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not required to be filed with this registration statement. Item 5. Interests of Named Experts and Counsel The legality of the securities registered hereby has been passed upon by Ralph B. Lake, General Counsel of the Company. Upon the initial issuance of securities being registered hereby, Mr. Lake is expected to beneficially own 9,028 shares of Common Stock and to hold options for 45,208 shares of Common Stock. Item 6. Indemnification of Directors and Officers Section 145 of the General Corporation Law of Delaware empowers the Company to indemnify, subject to the standards set forth therein, any person who is a party in any action in connection with any action, suit or proceeding brought or threatened by reason of the fact that the person was a director, officer, employee or agent of the Company, or is or was serving as such with respect to another entity at the request of the Company. The General Corporation Law of Delaware also provides that the Company may purchase insurance on behalf of any such director, officer, employee or agent. Section 102(b)(7) of the General Corporation Law of Delaware enables a Delaware corporation to provide in its certificate of incorporation for the elimination or limitation of the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any such provision cannot eliminate or limit a director's liability (1) for any breach of the director's duty of loyalty to the corporation or its stockholders; (2) 2 for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) under Section 174 of the General Corporation Law of Delaware (which imposes liability on directors for unlawful payment of dividends or unlawful stock purchase or redemption); or (4) for any transaction from which the director derived an improper personal benefit. Article Thirteenth of the Certificate of Incorporation of the Company eliminates the liability of a director of the Company to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director to the full extent permitted by the General Corporation Law of Delaware. Article Tenth of the Certificate of Incorporation of the Company provides for indemnification of the officers and directors of the Company to the full extent permitted by the General Corporation Law of Delaware. The Company plans to enter into Indemnification Agreements with its directors, executive officers and certain other officers. Generally, the Indemnification Agreements would provide that the Company will indemnify such persons against any and all expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or amounts paid in settlement) of any Claim by reason of (or arising in part out of) an Indemnifiable Event. "Claim" is defined as any threatened, pending or completed action, suit or proceeding or any inquiry or investigation, whether conducted by the Company or any other party, that the indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other. "Indemnifiable Event" is defined as any event or occurrence related to the fact that indemnitee is or was a director, officer, employee, trustee, agent or fiduciary of the Company or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by indemnitee in any such capacity. Notwithstanding the foregoing, (i) the obligations of the Company shall be subject to the condition that the reviewing party (as defined) shall not have determined (in a written opinion, in any case in which special, independent counsel is involved) that indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an expense advance shall be subject to the condition that, if, when and to the extent that the reviewing party determines that indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by indemnitee (who has agreed to reimburse the Company) for all such amounts theretofore paid; provided, that if indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that indemnitee should be indemnified under applicable law, any determination made by the reviewing party that indemnitee would not be permitted to be indemnified under applicable law shall not be binding and indemnitee shall not be required to reimburse the Company for any expense advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits 4.1 Promus Hotel Corporation 1995 Restricted Stock Plan (attached as Annex III-B to the Company's Registration Statement on Form 10 filed with the Commission April 28, 1995 and incorporated herein by reference) 4.2 Amended and Restated Certificate of Incorporation of Promus Hotel Corporation (attached as Annex II-A to the Company's Registration Statement on Form 10 filed with the Commission April 28, 1995 and incorporated herein by reference) 4.3 Restated Bylaws of Promus Hotel Corporation (attached as Annex II-B to the Company's Registration Statement on Form 10 filed with the Commission April 28, 1995 and incorporated herein by reference) *5 Opinion of Ralph B. Lake as to the legality of the securities being registered hereby 3 *23.1 Consent of Ralph B. Lake (included as part of Exhibit 5) *23.2 Consent of Arthur Andersen LLP, independent certified public accountants *24 Power of Attorney (included on page 6) _______________________ * Filed herewith Item 9. Undertakings The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (c) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(a) and (1)(b) shall not apply to information contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court 4 of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Memphis, State of Tennessee, on this 6th day of June, 1995. PROMUS HOTEL CORPORATION By: RALPH B. LAKE ------------------------------ Ralph B. Lake Senior Vice President, Secretary and General Counsel POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Donald H. Dempsey, Ralph B. Lake, Raymond E. Schultz, and David C. Sullivan, each or any of them, his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in their capacities and on the dates indicated. Signature Title Date --------- ----- ---- DONALD H. DEMPSEY Senior Vice June 6, 1995 - -------------------------- President and Chief Donald H. Dempsey Financial Officer (Principal Financial Officer) JEFFERY M. JARVIS Vice President and June 6, 1995 - -------------------------- Controller Jeffery M. Jarvis (Principal Accounting Officer) BEN C. PETERNELL Director June 6, 1995 - -------------------------- Ben C. Peternell MICHAEL D. ROSE Director and June 6, 1995 - -------------------------- Chairman of Michael D. Rose the Board RAYMOND E. SCHULTZ Director, President June 6, 1995 - -------------------------- and Chief Executive Raymond E. Schultz Officer (Principal Executive Officer) DAVID C. SULLIVAN Executive Vice June 6, 1995 - ------------------------- President and Chief David C. Sullivan Operating Officer 6 INDEX TO EXHIBITS EXHIBIT PAGE - ------- ---- 4.1 Promus Hotel Corporation 1995 Restricted N/A Stock Plan (attached as Annex III-B to the Company's Registration Statement on Form 10 filed with the Commission April 28, 1995 and incorporated herein by reference) 4.2 Amended and Restated Certificate of N/A Incorporation of Promus Hotel Corporation (attached as Annex II-A to the Company's Registration Statement on Form 10 filed with the Commission April 28, 1995 and incorporated herein by reference) 4.3 Restated Bylaws of Promus Hotel N/A Corporation (attached as Annex II-B to the Company's Registration Statement on Form 10 filed with the Commission April 28, 1995 and incorporated herein by reference) *5 Opinion of Ralph B. Lake as to the 8 legality of the securities being registered hereby *23.1 Consent of Ralph B. Lake (included as part 8 of Exhibit 5) *23.2 Consent of Arthur Andersen LLP, 9 independent certified public accountants *24 Power of Attorney (included on page 6) 6 _______________________ * Filed herewith 7 EX-5 2 EXHIBIT 5 May 31, 1995 Promus Hotel Corporation 6800 Poplar Avenue, Suite 200 Memphis, TN 38138 Re: Common Stock, Par Value $0.10 Per Share of Promus Hotel Corporation (the "Company") ---------------------------------------- Ladies and Gentlemen: I am General Counsel of the Company. At your request, I have examined the Form S-8 Registration Statement (the "Registration Statement") which you intend to file with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 400,000 shares of Common Stock, par value $0.10 per share (the "Shares"), issuable pursuant to the Company's 1995 Restricted Stock Plan (the "Plan"). The Shares will be issued under the Plan in accordance with the terms of said Plan. I am familiar with the proceedings undertaken in connection with the authorization and issuance of the Shares under the Plan. Additionally, I have examined such questions of law and fact as I have considered necessary or appropriate for purposes of this opinion. Based upon the foregoing, I am of the opinion that the Shares have been duly authorized, and upon the issuance of Shares under the terms of the Plan and delivery and payment therefor of consideration set forth in the Delaware General Corporation Law at least equal to the aggregate par value of the Shares issued, such Shares will be validly issued, fully paid and nonassessable. I consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to my name in the Registration Statement under the heading "Interests of Named Experts and Counsel." Very truly yours, /s/ RALPH B. LAKE Ralph B. Lake Senior Vice President, Secretary and General Counsel 8 EX-23.2 3 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated March 2, 1995 included in the Promus Hotel Corporation Form 10, as amended, for the year ended December 31, 1994 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Memphis, Tennessee May 30, 1995 9 -----END PRIVACY-ENHANCED MESSAGE-----