<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 1997
REGISTRATION NO. 333
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RENAISSANCE HOTEL GROUP N.V.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
THE NETHERLANDS NOT APPLICABLE
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
</TABLE>
17TH FLOOR, NEW WORLD TOWER II
18 QUEEN'S ROAD, CENTRAL
HONG KONG
(852) 2526-2233
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1995 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
ROBERT W. OLESEN
RENAISSANCE HOTELS INTERNATIONAL
29800 BAINBRIDGE ROAD
CLEVELAND, OHIO 44139
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(216) 498-9090
(TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be registered Proposed maximum Proposed maximum Amount of
to be registered offering price per aggregate offering price registration fee
share(1)
<S> <C> <C> <C> <C>
Common Stock NLG.01 2,250,000 shares(2) $24.4375 $54,984,375 $16,661.94
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) on the basis of the average of the high and low price for a
share of the common stock of the Registrant as reported on the New York
Stock Exchange on January 10, 1997.
(2) There are also being registered hereunder such additional shares as may be
issued pursuant to the anti-dilution provisions of the plan.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The documents containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Act").
Such documents need not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule
424 under the Act. These documents and the documents incorporated by
reference in the Registration Statement pursuant to Item 3 of Part II
of this Form S-8, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act. See Rule 428(a)(1) under
the Act.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by Renaissance Hotel
Group N.V., a Netherlands company (the "Registrant"), are incorporated as of
their respective dates in this Registration Statement by reference:
(i) The Registrant's annual report on Form 20-F for the fiscal
year ended June 30, 1996;
(ii) The Registrant's report on Form 6-K for the period ended
September 30, 1996;
(iii) The Registrant's report on Form 6-K dated January 7,
1997; and
(iv) the description of the Registrant's common stock
contained in the Registrant's Registration Statement on Form 8-A (File
No. 1-13976) for registration of common stock under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of 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 statements. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation provide that the Registrant
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, by
reason of the fact that he is or was a managing director, officer or agent of
the Registrant or was serving at the request of the Registrant as a supervisory
director, managing director, officer or agent of another company, partnership,
joint venture, trust or other enterprise. Such indemnification shall cover
expenses (including attorneys' fees) judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful or out of his mandate.
The Registrant's Articles of Incorporation also provide that the
Registrant shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, by reason of the fact that he is or was a managing director, officer
or agent of the Registrant or was serving at the request of the Registrant as a
supervisory director, managing director, officer or agent of another company,
partnership, joint venture, trust or other enterprise. Such indemnification
shall cover expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Registrant. No such
indemnification will be made in respect of any claim issue or matter as to which
such person shall have been adjudged to be liable for gross negligence or
willful misconduct in the performance of his duty to the Registrant.
To the extent that a managing director, officer or agent of the Registrant
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above or in defense of any claim, issue or matter
therein, the Registrant shall indemnify him against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
The Registrant may also purchase and maintain insurance policies on behalf
of any person who is or was a managing director, officer or agent of the
Registrant or is or was serving at the request of the Registrant as a
supervisory director, managing director, officer or agent of another company,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity or arising out of
his capacity as such, whether or not the Registrant would have the power to
indemnify him against such liability under the Registrant's Articles of
Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits.
II-2
<PAGE> 5
ITEM 9. UNDERTAKINGS.
(a) 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;
(i) To include any prospectus required by Section 10(a)(3) of the Act;
(ii) 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 hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding in the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or
II-3
<PAGE> 6
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Act 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 of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Cleveland, State of Ohio, on the 25th day of
September, 1996.
RENAISSANCE HOTEL GROUP N.V.
By: /s/ Robert W. Olesen
---------------------------------------
Name: Robert W. Olesen
Title: Executive Vice President and
Chief Financial Officer
II-5
<PAGE> 8
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Thomas G. Stauffer and Robert W. Olesen, and each of
them acting individually, with full power of substitution, to file one or more
amendments, including Post-Effective Amendments, to this Registration Statement,
which Amendments may make such changes as any of them deems appropriate, and
each person whose signature appears below, individually and in each capacity
stated below, hereby appoints Thomas G. Stauffer and Robert W. Olesen, and each
of them acting individually, with full power of substitution, as
Attorney-in-Fact to execute his name and on his behalf to file any such
Amendments to this Registration Statement.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Henry Cheng Kar-Shun Chairman and Director September 25, 1996
- ----------------------------
Henry Cheng Kar-Shun
/s/ Richard Agon President and Chief Executive
- ---------------------------- Officer September 25, 1996
Richard Agon
/s/ William W.H. Doo Vice Chairman and Director September 25, 1996
- ----------------------------
William W.H. Doo
/s/ James K.C. Choi Executive Director
- ---------------------------- and Vice Chairman September 25, 1996
James K.C. Choi
/s/ Robert W. Olesen Executive Director, Executive Vice
- ---------------------------- President and Chief Financial
Officer September 25, 1996
Robert W. Olesen
/s/ Erwin J. Rieck Executive Director, President
- ---------------------------- Europe September 25, 1996
Erwin J. Rieck
/s/ Thomas G. Stauffer Executive Director, President
- ---------------------------- Americas September 25, 1996
Thomas G. Stauffer
</TABLE>
II-6
<PAGE> 9
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Andrew Wong Kwok Kin Executive Director, President
- ---------------------------- Asia/Pacific September 25, 1996
Andrew Wong Kwok Kin
/s/ J. Carter Beese, Jr. Director September 25, 1996
- ----------------------------
J. Carter Beese, Jr.
/s/ W. Grant Gregory Director September 25, 1996
- ----------------------------
W. Grant Gregory
/s/ Thomas Hsieh Director September 25, 1996
- ----------------------------
Thomas Hsieh
</TABLE>
II-7
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description of Document Page Number
- -------------- ----------------------- -----------
<S> <C> <C>
4 Renaissance Hotel Group N.V. 1995
Stock Option Plan
5 Opinion of Stroock & Stroock & Lavan as to the legality
of the securities registered hereby
23.1 Consent of Coopers & Lybrand LLP
23.2 Consent of Stroock & Stroock & Lavan (included in
Exhibit 5)
24 Power of Attorney, which appears on page II-5 of this
Registration Statement
</TABLE>
<PAGE> 1
Exhibit 4
RENAISSANCE HOTEL GROUP N.V.
AMENDED AND RESTATED 1995 STOCK OPTION PLAN
1. PURPOSE; DEFINITIONS.
(a) PURPOSE. The purpose of the Renaissance Hotel Group N.V. 1995
Stock Option Plan (the "Plan") is to attract, retain and motivate officers, key
employees, consultants and directors of Renaissance Hotel Group N.V. (the
"Company"), or a Subsidiary, by giving them the opportunity to acquire Stock
ownership in the Company. Options granted under the Plan will be either
Incentive Stock Options or Nonqualified Stock Options.
(b) DEFINITIONS. For purposes of the Plan, the following terms have
the following meanings:
(i) "Administrator" means the committee referred to in
Section 4 or the Board in its capacity as administrator of the Plan in
accordance with Section 4.
(ii) "Board" means the Board of managing Directors of the
Company.
(iii) "Cause" means (A) the conviction of a felony involving
moral turpitude; or (B) willful gross neglect or willful gross misconduct
resulting in serious economic harm to the Company or its Subsidiaries.
(iv) "Code" means the United States Internal Revenue Code of
1986, as amended from time to time, and any successor statute.
(v) "Commission" means the United States Securities and
Exchange Commission, and any successor agency.
(vi) "Independent Director" has the meaning set forth in the
Company's initial public offering prospectus.
(vii) "Effective Date" has the meaning set forth in Section
2.
(viii) "Exchange Act" means the United States Securities
Exchange Act of 1934, as amended from time to time, and any successor
statute.
(ix) "Grant Date" means the date of grant of any Option.
(x) "Incentive Stock Option" means any Option intended to be
and designated as an "incentive stock option" within the meaning of
Section 422 of the
<PAGE> 2
Code.
(xi) "Nonqualified Stock Option" means any Option which is
not an Incentive Stock Option.
(xii) "Option" means an Option granted under Section 6.
(xiii) "Option Agreement" means the written option agreement
covering an Option.
(xiv) "Optionee" means the holder of an Option.
(xv) "Parent" has the meaning set forth in Section 425 of the
Code.
(xvi) "Plan" means this Renaissance Hotel Group N.V. 1995
Stock Option Plan, as amended from time to time.
(xvii) "Qualified Domestic Relations Order" has the meaning
set forth in Section 414 of the Code of Title I of the United States
Employee Retirement Income Security Act, or the rules thereunder, and any
successor statute or rule.
(xviii) "Stock" means the shares of Common Stock, par value
0.01 Netherlands Guilders per share, of the Company, and any successor
entity.
(xix) "Subsidiary" has the meaning set forth in Section 425
of the Code.
(xx) "Tax Date" means the date defined in Section 7.
(xxi) "Vesting Date" means the date on which an Option
becomes wholly or partially exercisable.
2. EFFECTIVE DATE; TERM OF PLAN. The Effective Date of this Plan
shall be September 1, 1995. This Plan, shall terminate automatically ten years
after its adoption by the Board, unless terminated earlier by the Board under
Section 13. No Options shall be granted after termination of this Plan but all
Options granted prior to termination shall remain in effect in accordance with
their respective terms.
3. NUMBER AND SOURCE OF SHARES OF STOCK SUBJECT TO THE PLAN. Subject
to the provisions of Section 9, the total number of shares of Stock with respect
to which Options may be granted under this Plan is 2,250,000 shares of Stock.
The shares of Stock covered by any cancelled, expired or terminated Option or
the unexercised portion thereof shall become available again for grant under
this Plan. If any shares of Stock are repurchased by the
-2-
<PAGE> 3
Company, the shares so repurchased shall not again be available for grant under
this Plan. The shares of Stock to be issued hereunder upon exercise of an Option
may consist of authorized and unissued shares or treasury shares.
4. ADMINISTRATION OF THE PLAN. This Plan shall be administered by
the Board or by a committee of at least two members of the Board to which
administration of this Plan is delegated by the Board, all of whom shall be
Independent Directors. The Administrator may delegate nondiscretionary
administrative duties to such employees of the Company, or a Subsidiary, as it
deems proper.
The Administrator may also make rules and regulations which it
deems useful to administer this Plan. Any decision or action of the
Administrator in connection with this Plan or any Options granted under this
Plan shall be final and binding. The Administrator shall not be liable for any
decision, action or omission respecting this Plan, or any Options granted under
this Plan. The Board at any time may abolish the committee and revest in the
Board the administration of the Plan.
5. PERSONS ELIGIBLE TO PARTICIPATE IN THIS PLAN. Options may be
granted under this Plan to officers, key employees, consultants and directors of
the Company, or a parent or a Subsidiary.
6. GRANT OF OPTIONS; TERMS AND CONDITIONS OF GRANT.
(a) GRANT OF OPTIONS. The Administrator may, in its absolute
discretion, grant Options under this Plan at any time and from time to time
before the expiration of ten years from the Effective Date. The Administrator
shall specify the type of Option, the Grant Date, the number of shares of Stock
covered by the Option, the exercise price and the terms and conditions for
exercise of the Option. If the Administrator fails to specify the Grant Date,
the Grant Date shall be the date of the action taken by the Administrator to
grant the Option. Notwithstanding the foregoing, if an Incentive Stock Option is
approved in anticipation of employment of any employee, the Grant Date shall be
the date the intended Optionee is first treated as an employee of the Company,
or a Subsidiary, for payroll purposes. As soon as practicable after the Grant
Date, the Company will provide the Optionee with a written Option Agreement in
the form approved by the Administrator, which sets out the type of Option, the
Grant Date, the number of shares of Stock covered by the Option, the exercise
price and the terms and conditions of exercise of the Option.
(b) TERMS AND CONDITIONS OF GRANT. Options granted under this
Plan shall be subject to the following terms and conditions and such other terms
and conditions not inconsistent with this Plan as the Administrator may impose:
(i) TYPE OF OPTION. Any Option granted under the Plan shall
-3-
<PAGE> 4
be in such form as the Administrator may from time to time approve. Incentive
Stock Options may be granted only to employees of the Company, or a Subsidiary.
Subject to the foregoing, the Administrator shall have the authority to grant to
any participant Incentive Stock Options, Nonqualified Stock Options or both
types of Options. Any portion of an Option that is not designated as, or does
not qualify as, an Incentive Stock Option, shall constitute a Nonqualified Stock
Option.
(ii) EXERCISE OF OPTION. In order to exercise all or any
portion of any Option granted under this Plan, an Optionee must remain as an
officer, employee, consultant or director of the Company, or a Subsidiary, until
the Vesting Date. The Option shall be exercisable on or after each Vesting Date
in accordance with the terms set forth in the Option Agreement.
Notwithstanding any designation of an Option as an Incentive
Stock Option, to the extent that exercisability of any Incentive Stock Option
granted under this Plan or otherwise to the Optionee by the Company, or a
Subsidiary, would result in an Optionee being able to exercise for the first
time in any calendar year Incentive Stock Options to purchase shares of Stock
having a fair market value (determined as of the Grant Date) in excess of
$100,000, the excess above $100,000 determined in reverse order of the Grant
Date shall be automatically converted to a Nonqualified Stock Option.
Notwithstanding the foregoing, the Administrator in its absolute discretion may
elect a different order for determining which Incentive Stock Option shall
automatically be converted to a Nonqualified Stock Option or may determine to
defer the exercisability of an Incentive Stock Option or portion of an Incentive
Stock Option so that in no event will Incentive Stock Options for Stock having a
fair market value in excess of $100,000 (determined as of the Grant Date) become
exercisable for the first time in any calendar year.
(iii) OPTION TERM. The term of any Option shall be fixed by
the Administrator, but no Incentive Stock Option granted under this Plan may be
exercised more than ten years from the Grant Date.
(iv) EXERCISE PRICE. The exercise price shall be at least
100% of the fair market value of the shares of Stock covered by the Option on
the Grant Date, as determined in good faith by the Administrator.
(v) METHOD OF EXERCISE. To the extent the right to purchase
shares of Stock has accrued, Options may be exercised, in whole or in part, from
time to time in accordance with their terms by written notice from the Optionee
to the Company stating the number of shares of Stock with respect to which the
Option is being exercised and accompanied by payment in full of the exercise
price. Payment may be made (A) in cash or (B) by surrender of the right to
purchase a number of shares of Stock subject to the Option (to the extent then
exercisable), having an aggregate Option Value (as defined below), on the date
of exercise of the Option, equal to the aggregate purchase price for the shares
of Stock to be purchased
-4-
<PAGE> 5
pursuant to such exercise, or (C) by delivery, at the absolute discretion of the
Administrator, of shares of Stock held by Optionee valued at their Fair Market
Value (as defined below) on the date of exercise of the Option. In the absolute
discretion of the Administrator, payment may be made by not less than 25%
percent cash and by delivery of an interest-bearing, full recourse promissory
note representing not greater than 75% percent of the exercise price. In the
discretion of the Administrator, the exercise price may be paid by a combination
of the foregoing. As used herein, "Option Value" means the difference between
the Fair Market Value of a share of Stock and exercise price for such share. As
used herein, "Fair Market Value" means the closing price of publicly traded
Stock on the national securities exchange on which the Stock is listed (if the
Stock is so listed) or on the NASDAQ National Market System (if the Stock is
regularly quoted on the NASDAQ National Market System), or, if not so listed or
regularly quoted, the mean between the closing bid and asked prices of publicly
traded Stock in the over-the-counter market, or, if such bid and asked prices
shall not be available, as reported by any nationally recognized quotation
service selected by the Company, or as determined by the Administrator in good
faith.
(vi) RESTRICTIONS ON STOCK; OPTION AGREEMENT. At the time
it grants Options under this Plan, the Company may retain, for itself or others,
rights to repurchase the shares of Stock acquired under the Option or impose
other restrictions on such shares. The terms and conditions of any such rights
or other restrictions shall be set forth in the Option Agreement evidencing the
Option. No Option shall be exercisable until after execution of the Option
Agreement by the Company and the Optionee.
(vii) NONASSIGNABILITY OF OPTION RIGHTS. No Option shall be
transferable other than by will or by the laws of descent and distribution or
pursuant to a Qualified Domestic Relations Order. During the lifetime of an
Optionee, only the Optionee may exercise an Option.
(viii) EXERCISE AFTER TERMINATION OF EMPLOYMENT, DEATH OR
DISABILITY.
(A) TERMINATION OF EMPLOYMENT WITH CAUSE OR
VOLUNTARILY. If an Optionee ceases to be employed by, or to be a consultant or
director of, the Company or a Subsidiary for Cause or voluntarily, Options held
at the date of such termination (to the extent exercisable at such date) may be
exercised, in whole or in part, at any time within 30 days after the date of
such termination (but in no event after the earlier of (i) the expiration date
of the Option as set forth in the Option Agreement, and (ii) ten years from the
Grant Date).
(B) TERMINATION OF EMPLOYMENT WITHOUT CAUSE. If an
Optionee ceases to be employed by, or to be a consultant or director of, the
Company or a Subsidiary for a reason other than Cause, Options held at the date
of such termination shall become fully vested and may be exercised, in whole or
in part, at any time within one (1) year after the date of such termination (but
in no event after the earlier of (i) the expiration date of
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<PAGE> 6
the Option as set forth in the Option Agreement, and (ii) ten years from the
Grant Date).
(C) DEATH OR DISABILITY. If an Optionee becomes
permanently and totally disabled (within the meaning of Section 22(e)(3) of the
Code) or dies while employed by the Company, or a Subsidiary (or, if the
Optionee dies within the period that the Option remains exercisable after
termination of employment), Options then held (to the extent then exercisable)
may be exercised by the Optionee, the Optionee's personal representative, or by
the person to whom the Option is transferred by will or the laws of descent and
distribution or pursuant to a Qualified Domestic Relations Order, in whole or in
part, at any time within one (1) year after the disability or death or any
lesser period specified in the Option Agreement (but in no event after the
earlier of (i) the expiration date of the Option as set forth in the Option
Agreement, and (ii) ten years from the Grant Date).
(ix) COMPLIANCE WITH SECURITIES LAWS. The Company shall
not be obligated to issue any shares of Stock upon exercise of an Option unless
such shares are at that time effectively registered or exempt from registration
under the federal securities laws and the offer and sale of the shares of Stock
are otherwise in compliance with all applicable securities laws. The Company
shall have no obligation to register the shares of Stock under the federal
securities laws or to take whatever other steps may be necessary to enable the
shares of Stock to be offered and sold under federal or other securities laws.
Upon exercising all or any portion of an Option, an Optionee may be required to
furnish representations or undertakings deemed appropriate by the Company to
enable the offer and sale of the shares of Stock or subsequent transfers of any
interest in such shares to comply with applicable securities laws. Evidences of
ownership of shares of Stock acquired upon exercise of Options shall bear any
legend required by, or useful for purposes of compliance with, applicable
securities laws, this Plan or the Option Agreement evidencing the Option.
7. PAYMENT OF TAXES. Unless the Administrator permits otherwise, the
participant shall pay the Company in cash, promptly when the amount of such
obligations becomes determinable (the "Tax Date"), all applicable local, state
and federal withholding taxes applicable, in the Administrator's absolute
discretion, to (i) the exercise of any Option or (ii) the transfer or other
disposition of shares of Stock acquired upon exercise of any Option.
If and to the extent authorized by the Administrator in its
absolute discretion, a participant may make an election to (x) deliver to the
Company a promissory note of the participant on the terms set forth in Section
6(b)(v), (y) have shares of Stock or other securities of the Company withheld by
the Company, or (z) tender shares of Stock to the Company to pay the amount of
tax that the Administrator in its absolute discretion determines to be required
to be withheld by the Company, subject to the following limitations:
(i) such election shall be irrevocable; and
(ii) such election shall be subject to the approval of the
Administrator.
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<PAGE> 7
Any shares of Stock so withheld or tendered shall be valued by
the Company at their fair market value on the Tax Date. The right to so withhold
or tender shares of Stock shall relate separately to each Option or any
increment of any Option covering not less than 100 shares of Stock.
8. ADJUSTMENT FOR CHANGES IN CAPITALIZATION. The existence of
outstanding options shall not affect the Company's right to effect adjustments,
recapitalizations, reorganizations or other changes in its or any other
corporation's capital structure or business, any merger or consolidation, any
issuance of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Stock, the dissolution or liquidation of the Company's or any
other corporation's assets or business or any other corporate act whether
similar to the event described above or otherwise. If the outstanding shares of
the Stock are increased and decreased in number or changed into or exchange for
a different number or kind of securities of the Company or any other corporation
by reason of a recapitalization, reclassification, stock split, combination of
shares, stock dividend or other event, the number and kind of securities with
respect to which Options may be granted under this Plan, the number and kind of
securities as to which outstanding Options may be exercised, shall be adjusted,
to the extent possible, so as to prevent dilution and without regard to any
resulting tax consequences to the Optionee.
9. DISSOLUTION, LIQUIDATION, MERGER. In the event of a dissolution
or liquidation of the Company, a merger in which the Company is not the
surviving corporation, or a sale of over 80% of the assets of the Company, the
Administrator, in its absolute discretion, may cancel each outstanding Option
upon payment in cash to the Optionee of the amount by which any cash and the
fair market value of any other property which the Optionee would have received
as consideration for the shares of Stock covered by the Option if the Option had
been exercised before such liquidation, dissolution, merger, or sale exceeds the
exercise price of the Option. In addition to the foregoing, in the event of a
merger in which the Company is not the surviving corporation, the Administrator,
in its absolute discretion, may accelerate the time within which each
outstanding Option may be exercised.
10. SUCCESSOR CORPORATIONS. In the event of a merger in which the
Company is not the surviving corporation, the successor entity may assume the
obligations under all outstanding Options.
11. NO RIGHTS AS SHAREHOLDER OR TO CONTINUED EMPLOYMENT. An Optionee
shall have no rights as a shareholder with respect to any shares of Stock
covered by an Option until such Optionee has acquired title to such shares.
Subject to Sections 8 and 9, no adjustment shall be made for dividends or other
rights for which the record date is prior to the date title to the shares of
Stock has been acquired by the Optionee. The grant of an Option shall in no way
be construed so as to confer on any Optionee the right to continued employment
by the Company, or a Parent or a Subsidiary.
-7-
<PAGE> 8
12. DISQUALIFYING DISPOSITIONS. If Stock acquired upon exercise of
an Option is disposed of in a disqualifying disposition within the meaning of
Section 422 of the Code, the holder of the shares of Stock immediately prior to
the disposition shall notify the Company in writing of the date and the terms of
such disposition and comply with any other requirements imposed by the Company
in order to enable the Company to secure the related income tax deduction to
which it is entitled.
13. TERMINATION; AMENDMENT. The Board may amend, suspend or
terminate this Plan at any time and for any reason, but no amendment, suspension
or termination shall be made which would impair the right of any person under
any outstanding Options without such person's consent; provided, however, that
any amendment which (i) increases the number of shares of Stock available for
issuance under this Plan (except as provided in Section 9), (ii) materially
changes the class of persons who are eligible for the grant of Options, or (iii)
materially increases the benefits accruing to participants under this Plan,
shall be subject to the approval of the Company's shareholders. Shareholder
approval shall not be required for any other amendment of this Plan.
14. GOVERNING LAW. This Plan and the rights of all persons
under this Plan shall be construed in accordance with and under applicable
provisions of the Code and the laws of the State of New York; provided, however,
that any issuance, transfer or repurchase of the shares of Stock or evidence of
their ownership shall, to the extent required by mandatory Netherlands law, be
governed by Netherlands law.
-8-
<PAGE> 1
Exhibit 5
January 16, 1997
Renaissance Hotel Group N.V.
New World Tower II, 17th Floor
Queen's Road
Central, Hong Kong
Re: Registration Statement on Form S-8
File No.______________________
Ladies and Gentlemen:
We have acted as special United States counsel to Renaissance Hotel Group N.V.,
a Netherlands limited liability company incorporated under the laws of the
Kingdom of The Netherlands (the "Company"), in connection with the preparation
and filing of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
covering up to 2,250,000 shares of the Company's Common Stock, par value 0.01
Netherlands Guilders per share (the "Shares") issuable upon the exercise of
options granted under the Company's 1995 Stock Option Plan (the "Plan").
In rendering the opinion set forth herein, we have examined the originals, or
photostatic or certified copies, of such records of the Company, certificates of
officers of the Company and of public officials, and such other documents as we
have deemed relevant and necessary as the basis for the opinion set forth below.
In such examination we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as the photostatic or certified copies and the authenticity of the originals
of such copies.
Members of our firm are admitted to the bar of the State of New York. We express
no opinion as to the laws of any jurisdiction other than the laws of the State
of New York. With respect to matters governed by the laws of the Kingdom of The
Netherlands, we have relied on the opinion of Stibbe Simont Monahan Duhot,
Amsterdam, attached hereto as Exhibit A.
Based upon our examination, we are of the opinion that the Shares, when issued
and paid for in accordance with the terms of the Plan, will be duly and validly
authorized and issued, fully paid and nonassessable.
<PAGE> 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement forming a part of the Registration Statement. In giving
such consent, we do not admit that we come within the category of persons whose
consent is required by Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan
- --------------------------------
-2-
<PAGE> 3
Exhibit A
January 16, 1997
Renaissance Hotel Group N.V.
New World Tower II, 17th Floor
Queen's Road
Central, Hong Kong
Dear Sirs,
We have acted as legal counsel in respect of the laws of the Netherlands
to Renaissance Hotel Group N.V., a company incorporated under the laws of the
Netherlands (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") under the
United States Securities Act of 1933, as amended (the "Securities Act"),
covering up to 2,250,000 shares of the Company's Common Stock par value 0.01
Dutch Guilders per share (the "Shares") issuable upon the exercise of options
granted under the Company's 1995 Stock Option Plan (the "Plan").
We are lawyers (advocaten) registered with the Amsterdam District Court.
For the purpose of this opinion we have examined, and relied upon, copies
of the following documents:
(a) a copy of the Plan;
(b) a copy of the deed of incorporation of the Company, dated June 16, 1995,
embodying the Company's present articles of association (the "Articles of
Association");
(c) an on-line extract from the Trade Register of the Chamber of Commerce in
Amsterdam (the "Trade Register") in respect of the Company, dated January
15, 1997, confirmed to us by telephone by a representative of the Trade
Register to be accurate as of the date hereof;
(d) the resolutions adopted by the Shareholder of the Company on September 22,
1995, concerning, inter alia, the appointment of the Management Board of
the Company to grant rights to subscribe for shares;
(e) The resolutions adopted by the Management Board of the Company on
September 22, 1995, concerning, inter alia, the approval of the Plan
<PAGE> 4
and such other documents as we have deemed appropriate to enable us to issue
this opinion.
For the purpose of this opinion we have, without independent investigation
or verification (except as expressly stated herein) assumed:
(i) the genuineness of all signatures (including endorsements), the legal
capacity (handelingsbekwaamheid) of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, photostatic or
faxed copies, and the authenticity of the originals of such copies; and
(ii) that on September 22, 1995, Diamant Hotel Investments N.V. was indeed the
sole shareholder of the Company; and
(iii) the due execution by the parties thereto of all documents submitted to and
examined by us; and
(iv) that upon the exercise of an option under the Plan the authorized capital
of the Company will be sufficient to allow the issuance of the relevant
Shares; and
(v) that between September 22, 1995, being the date the Management Board of
the Company resolved to adopt the Plan, and the date of this opinion, no
resolution of the Management Board of the Company, withdrawing its
resolution of September 22, 1995, has been passed.
Based upon the foregoing and subject to the qualifications, limitations
and exceptions as set forth herein, and subject to the accuracy and completeness
of any factual matters disclosed to us in the course of our examination referred
to above, having regard to such matters of the laws of the Netherlands as we
deem relevant in order to enable us to give this opinion, we are at the date
hereof of the following opinion:
the Shares when issued and paid for in accordance with the terms of the Plan,
will be duly and validly authorized and issued, paid and non-assessable.
The opinion expressed above is subject to the following qualifications:
(i) the opinion expressed above shall be governed by and construed and have
effect in accordance with the laws of The Netherlands;
(ii) the opinion expressed above is limited by any applicable bankruptcy,
insolvency, moratorium or other similar laws.
<PAGE> 5
We do not express any opinion as to any matters governed by any law other
than the laws of the Netherlands. In view thereof, we are rendering this opinion
on the condition that it and any issues of liability arising hereunder shall be
governed by and decided in accordance with the laws of the Netherlands.
No undertaking is assumed on our part to revise, update or amend this
opinion in connection with any changes under the laws of the Netherlands after
the date hereof.
Without our written consent, this opinion may not be transmitted to or
filed with any other person, firm, company or institution except as required by
applicable laws or regulations. We hereby consent to the filing of this opinion
as an exhibit to the Registration Form S-8.
Yours faithfully,
/s/ STIBBE SIMONT MONAHAN DUHOT
----------------------------------
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8 of our
report dated September 27, 1996, on our audits of the consolidated financial
statements of Renaissance Hotel Group N.V.
COOPERS & LYBRAND L.L.P.
Cleveland, Ohio
January 15, 1997
