<PAGE>
As filed with the Securities and Exchange Commission on May 22, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
BRISTOL HOTEL COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 75-2584227
(State of Incorporation) (I.R.S. Employer
Identification Number)
14295 MIDWAY ROAD
DALLAS, TEXAS 75244
(Address of Principal Executive Offices)
BRISTOL HOTEL COMPANY
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
JOEL M. EASTMAN, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
BRISTOL HOTEL COMPANY
14295 MIDWAY ROAD
DALLAS, TEXAS 75244
(972) 391-3910
(Name, Address and Telephone Number for Agent of Service)
----------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price per Offering Registration
be Registered (1) Registered Share Price Fee (2)
- --------------------------------------------------------------------------------
Common Stock,
par value $.01
per share............. 100,000 $36.563 $3,656,300 $1,108
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Pursuant to Rule 416, there are also registered hereunder an
indeterminate number of additional shares as may become subject to the
Bristol Hotel Company Stock Option Plan for Non-Employee Directors as
a result of the antidilution provisions contained therein.
(2) The registration fee has been computed in accordance with
paragraphs (c) and (h) of Rule 457, based upon the average of the
reported high and low sale prices of shares of the Common Stock on the
Composite Tape of the New York Stock Exchange, Inc. on May 15, 1997.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
The information called for by Part I of Form S-8 is included in the
description of the Bristol Hotel Company Stock Option Plan for Non-Employee
Directors (the "Plan") to be delivered to persons eligible to participate in the
Plan. Pursuant to the Note to Part I of Form S-8, this information is not being
filed with or included in this Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Bristol Hotel Company (the "Company"),
are incorporated by reference, as of their respective dates, in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal year ended
March 31, 1997;
(b) The Company's Current Reports on Form 8-K dated March 14, 1997 and
April 28, 1997;
(c) The Company's Amended Current Report on Form 8-K/A dated March 14,
1997 and filed on April 10, 1997; and
(d) The description of the Company's common stock, par value $0.01 per
share, contained in the Company's Registration Statement on Form 8-A (Commission
File No. 1-14062) filed November 7, 1995.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Registration
Statement to the extent that a statement contained herein or therein or in any
other subsequently filed document that 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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that the personal
liability of directors of the Company to the Company is eliminated to the
maximum extent permitted by Delaware law. The Company's Certificate of
Incorporation and Bylaws provide for the indemnification of the directors,
officers, employees, and agents of the Company and its subsidiaries to the
fullest extent that may be permitted by Delaware law from time to time, and the
Bylaws provide for various procedures relating thereto. Certain provisions of
the Company's Certificate of Incorporation protect the Company's directors
against personal liability for monetary damages resulting from breaches of their
fiduciary duty of care, except as set forth below. Under Delaware law, absent
these provisions, directors could be held liable for gross negligence in the
performance of their duty of care, but not for simple negligence. The Company's
Certificate of Incorporation absolves directors of liability for negligence in
the performance of their duties, including gross negligence. However, the
Company's directors remain liable for breaches of their duty of loyalty to the
Company and its stockholders, as well as for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law and
transactions from which a
-2-
<PAGE>
director derives improper personal benefit. The Company's Certificate of
Incorporation also does not absolve directors of liability under Section 174 of
the Delaware General Corporation Law (the "DGCL"), which makes directors
personally liable for unlawful dividends or unlawful stock repurchases or
redemptions in certain circumstances and expressly sets forth a negligence
standard with respect to such liability.
Under Delaware law, directors, officers, employees, and other individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation -- a "derivative
action") if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard of care is applicable in the case of a
derivative action, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action and Delaware law requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been
found liable to the Company.
As authorized by the Company's Certificate of Incorporation, the Company
has entered into indemnification agreements with each of its directors. The
indemnification agreements provide for, among other things, (i) the
indemnification by the Company of the indemnitees thereunder to the extent
described above, (ii) the advancement of attorneys' fees and other expenses, and
(iii) the establishment, upon approval by the Board, of trusts or other funding
mechanisms to fund the Company's indemnification obligations thereunder.
ITEM 8. EXHIBITS
4.1 Amended and Restated Certificate of Incorporation (incorporated
by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8 (Registration No. 333-27633) (the "Form
S-8"))
4.2 Amended and Restated Bylaws (incorporated by reference to Exhibit
4.2 to the Form S-8)
5.1 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Price Waterhouse LLP
24.1 Powers of Attorney
ITEM 9. UNDERTAKINGS
A. The Company 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 Securities Act
of 1933, as amended (the "Securities Act"), unless the information required
to be included in such post-effective amendment is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act and incorporated herein by reference; (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
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration Statement unless
the information required to be included in such post-effective amendment is
contained in periodic reports filed by the Company pursuant to Section 13
or Section 15(d) of the Exchange Act and incorporated herein by reference;
(iii) to include any material information with respect to the plan of
distribution not
-3-
<PAGE>
previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities 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; and
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Dallas, State of Texas, on May 22, 1997.
BRISTOL HOTEL COMPANY
By: *
-----------------------------
J. Peter Kline
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 22, 1997.
SIGNATURE TITLE
-------- -----
*
- ------------------------------ President, Chief Executive Officer and Director
J. Peter Kline (Principal Executive Officer)
*
- ------------------------------ Chief Financial Officer
Jeffrey P. Mayer (Principal Financial and Accounting Officer)
*
- ------------------------------ Director
John A. Beckert
- ------------------------------ Director
Reginald K. Brack
*
- ------------------------------ Director
David A. Dittman
- ------------------------------ Director
Craig H. Hunt
*
- ------------------------------ Director
Robert H. Lutz, Jr.
- ------------------------------ Director
Donald J. McNamara
- ------------------------------ Director
Richard C. North
*
- ------------------------------ Director
Kurt C. Read
*By /S/ LYNN MARIE LUCIER
----------------------------
Lynn Marie Lucier
Pursuant to Powers of Attorney
filed herewith with the
Securities and Exchange Commission
-5-
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No. Exhibit Page
- ----------- ------- ----
4.1 Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement Form S-8
(Registration No. 333-27633) (the "Form "S-8")
4.2 Amended and Restated Bylaws (incorporateed by
reference to Exhibit 4.2 to the Form S-8)
5.1 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Price Waterhouse LLP
24.1 Powers of Attorney
<PAGE>
Exhibit 5.1
JONES, DAY, REAVIS & POGUE
599 Lexington Avenue
New York, New York 10022
May 22, 1997
Bristol Hotel Company
14295 Midway Road
Dallas, Texas 75244
Re: Registration on Form S-8 of 100,000 Shares of Common Stock,
par value $0.01 per share, of Bristol Hotel Company
-----------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Bristol Hotel Company, a Delaware
corporation (the "Company"), in connection with the Company's Stock Option Plan
for Non-Employee Directors (the "Plan").
We have examined such documents, records, and matters of law as we
have deemed necessary for purposes of this opinion, and based thereupon we are
of the opinion that the shares of common stock, par value $0.01 per share, of
the Company that may be issued and sold pursuant to the Plan will be, when
issued and sold in accordance with the Plan, duly authorized, validly issued,
fully paid, and nonassessable.
In rendering the foregoing opinion, we have relied as to certain
factual matters upon certificates of officers of the Company and public
officials, and we have not independently checked or verified the accuracy of the
statements contained therein. In addition, our examination of matters of law
has been limited to the General Corporation Law of the State of Delaware and the
federal laws of the United States of America, in each case as in effect on the
date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 filed by the Company to elect the
registration under the Securities Act of 1933, as amended, of the shares issued
and sold pursuant to the Plan.
Very truly yours,
/S/ JONES, DAY, REAVIS & POGUE
Jones, Day, Reavis & Pogue
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
February 11, 1997, included in Bristol Hotel Company's Form 10-K for the year
ended December 31, 1996 and of our report dated February 11, 1997, on Bristol
Hotel Asset Company included in Bristol Hotel Company's Form 8-K and 8-K/A and
to all references to our Firm included in this Registration Statement.
/s/ Arthur Anderson LLP
Dallas, Texas
May 16, 1997
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 23, 1996 relating to the
financial statements of Bristol Hotel Company which appears on page F-2 of
Bristol Hotel Company's Annual Report on Form 10-K for the year ended
December 31, 1996. We also consent to the incorporation by reference of our
report dated February 23, 1996 relating to the financial statements of
Bristol Hotel Asset Company which appears on page 6 of Bristol Hotel
Company's Current Report on Form 8-K/A dated March 14, 1997.
/s/ PRICE WATERHOUSE LLP
- -------------------------
Dallas, Texas
May 16, 1997
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Joel M. Eastman, Lynn Marie Lucier, Robert P. Hardy and Kristi D.
Bohling, and each of them, the true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, to sign on his behalf, as a director or officer, or both, as
the case may be, of Bristol Hotel Company, a Delaware corporation (the
"Company"), a Registration Statement on Form S-8 or any other appropriate form,
for the purpose of registering under the Securities Act of 1933, as amended,
100,000 shares of Common Stock, par value $0.01 per share, of the Company and to
sign any and all amendments and any and all post-effective amendments to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them with or
without the others, 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 or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/S/ J. Peter Kline
--------------------
J. Peter Kline
Dated: May 21, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Joel M. Eastman, Lynn Marie Lucier, Robert P. Hardy and Kristi D.
Bohling, and each of them, the true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, to sign on his behalf, as a director or officer, or both, as
the case may be, of Bristol Hotel Company, a Delaware corporation (the
"Company"), a Registration Statement on Form S-8 or any other appropriate form,
for the purpose of registering under the Securities Act of 1933, as amended,
100,000 shares of Common Stock, par value $0.01 per share, of the Company and to
sign any and all amendments and any and all post-effective amendments to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them with or
without the others, 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 or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/S/ Jeffrey P. Mayer
----------------------
Jeffrey P. Mayer
Dated: May 21, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Joel M. Eastman, Lynn Marie Lucier, Robert P. Hardy and Kristi D.
Bohling, and each of them, the true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, to sign on his behalf, as a director or officer, or both, as
the case may be, of Bristol Hotel Company, a Delaware corporation (the
"Company"), a Registration Statement on Form S-8 or any other appropriate form,
for the purpose of registering under the Securities Act of 1933, as amended,
100,000 shares of Common Stock, par value $0.01 per share, of the Company and to
sign any and all amendments and any and all post-effective amendments to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them with or
without the others, 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 or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/S/ John A. Beckert
--------------------
John A. Beckert
Dated: May 21, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Joel M. Eastman, Lynn Marie Lucier, Robert P. Hardy and Kristi D.
Bohling, and each of them, the true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, to sign on his behalf, as a director or officer, or both, as
the case may be, of Bristol Hotel Company, a Delaware corporation (the
"Company"), a Registration Statement on Form S-8 or any other appropriate form,
for the purpose of registering under the Securities Act of 1933, as amended,
100,000 shares of Common Stock, par value $0.01 per share, of the Company and to
sign any and all amendments and any and all post-effective amendments to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them with or
without the others, 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 or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/S/ DAVID A. DITTMAN
-----------------------
David A. Dittman
Dated: May 21, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Joel M. Eastman, Lynn Marie Lucier, Robert P. Hardy and Kristi D.
Bohling, and each of them, the true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, to sign on his behalf, as a director or officer, or both, as
the case may be, of Bristol Hotel Company, a Delaware corporation (the
"Company"), a Registration Statement on Form S-8 or any other appropriate form,
for the purpose of registering under the Securities Act of 1933, as amended,
100,000 shares of Common Stock, par value $0.01 per share, of the Company and to
sign any and all amendments and any and all post-effective amendments to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them with or
without the others, 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 or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/S/ ROBERT H. LUTZ, JR.
--------------------------
Robert H. Lutz, Jr.
Dated: May 21, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Joel M. Eastman, Lynn Marie Lucier, Robert P. Hardy and Kristi D.
Bohling, and each of them, the true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, to sign on his behalf, as a director or officer, or both, as
the case may be, of Bristol Hotel Company, a Delaware corporation (the
"Company"), a Registration Statement on Form S-8 or any other appropriate form,
for the purpose of registering under the Securities Act of 1933, as amended,
100,000 shares of Common Stock, par value $0.01 per share, of the Company and to
sign any and all amendments and any and all post-effective amendments to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them with or
without the others, 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 or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/S/ KURT C. READ
--------------------
Kurt C. Read
Dated: May 21, 1997
