As filed with the Securities and Exchange Commission on June 30, 1998
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
Host Marriott Services Corporation
(Exact name of registrant as specified in its charter)
Delaware 52-1938672
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6600 Rockledge Drive
Bethesda, Maryland 20817
--------------------------------------------------
(Address of principal executive offices) (zip code)
Host Marriott Services Corporation
Employee Stock Purchase Plan
----------------------------
(Full title of plan)
Joe P. Martin
Senior Vice President and General Counsel
6600 Rockledge Drive
Bethesda, Maryland 20817
---------------------------------------
(Name and address of agent for service)
(301) 380-7000
---------------------------------------
(Telephone number of agent for service)
Copy to:
Cary J. Meer, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to offering price aggregate registration
to be registered be registered per share offering price fee
- -----------------------------------------------------------------------------------------------------------------
Common stock, no par 500,000 shares $14.53125(1) $7,265,625.00(1) $2,143.36
value per share
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the
average of the high and low sales prices for the Registrant's Common
Stock reported on the New York Stock Exchange on June 26, 1998.
2
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Host Marriott Services Corporation's earlier Registration Statement on
Form S-8 ("Original Registration Statement"), filed with the Securities and
Exchange Commission on December 28, 1995 (File No. 33-80941), pertaining to the
Host Marriott Services Corporation Employee Stock Purchase Plan is incorporated
herein by reference. This incorporation is made pursuant to General Instruction
E of Form S-8 regarding the registration of additional securities of the same
class as other securities for which there has been filed a Registration
Statement on Form S-8 relating to the same plan.
3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following are filed herewith as part of this Registration
Statement:
EXHIBIT NO. EXHIBIT
---------- -------
5.1 Opinion of Joe P. Martin, Esq., Senior Vice President and
General Counsel, as to the legality of the securities
being registered
23.1 Consent of Arthur Andersen LLP
23.2 The consent of Joe P. Martin, Esq., Senior Vice
President and General Counsel, to the use of his
opinion as an exhibit to this Registration Statement
is included in his opinion filed herewith as Exhibit
5.1
24 Power of Attorney (see page 5)
4
<PAGE>
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 Bethesda, State of Maryland, on this 29th day of
June, 1998.
HOST MARRIOTT SERVICES CORPORATION
By: /s/ William W. McCarten
-----------------------------
William W. McCarten
President and
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joe P. Martin and Timothy H. Pease, and
each of them, his or her attorney-in-fact, with power of substitution, for him
or her in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact, or his or her
substitute or substitutes, may 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ William J. Shaw
- ------------------------ Director and Chairman of the June 24, 1998
William J. Shaw Board
/s/ William W. McCarten
- ------------------------ President, Chief Executive June 29, 1998
William W. McCarten Officer and Director
(Principal Executive Officer)
/s/ Brian W. Bethers
- ------------------------ Senior Vice President, Chief June 26, 1998
Brian W. Bethers Financial Officer and
Treasurer
(Principal Financial Officer)
5
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Timothy H. Pease
- ------------------------ Vice President, Controller and June 29, 1998
Timothy H. Pease Chief Accounting Officer
(Principal Accounting Officer)
- ------------------------ Director June __, 1998
J. Willard Marriott, Jr.
/s/ Richard E. Marriott
- ------------------------ Director June 25, 1998
Richard E. Marriott
/s/ R. Michael McCullough
- ------------------------ Director June 29, 1998
R. Michael McCullough
/s/ Rosemary M. Collyer
- ------------------------ Director June 25, 1998
Rosemary M. Collyer
/s/ Gilbert T. Ray
- ------------------------ Director June 29, 1998
Gilbert T. Ray
- ------------------------ Director June __, 1998
Andrew J. Young
6
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Joe P. Martin, Esq., Senior Vice President and
General Counsel, as to the legality of the securities being
registered
23.1 Consent of Arthur Andersen LLP
23.2 The consent of Joe P. Martin, Esq., Senior Vice President
and General Counsel, to the use of his opinion as an exhibit
to this Registration Statement is included in his opinion
filed herewith as Exhibit 5.1
24 Power of Attorney (see page 5)
7
Exhibit 5.1
HOST MARRIOTT
SERVICES CORPORATION Host Marriott Services Corporation
6600 Rockledge Drive
June 30, 1998 Bethesda, MD 20817-1100
301/380-3532
301/380-7626 Fax
Joe P. Martin
Senior Vice President and General Counsel
Host Marriott Services Corporation
6600 Rockledge Drive
Bethesda, MD 20817
Re: Host Marriott Services Corporation Common Stock no par value per
share
----------------------------------------------------------------
Ladies & Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (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 500,000 shares of Common Stock, no par value per share
(the "Plan Shares") to be sold by Host Marriott Services Corporation (the
"Company") under the Host Marriott Services Corporation Employee Stock Purchase
Plan (the "Plan"). We are familiar with the proceedings undertaken in connection
with the authorization of the Plan Shares under the Plan. Additionally, we have
examined such questions of law and fact as we have considered necessary or
appropriate for purposes of this opinion.
We are opining herein as to the effect on the subject transaction of only the
General Corporation Law of the State of Delaware and we express no opinion with
respect to the applicability thereto or the effect thereon of any other laws or
as to any matters of municipal law or any other local agencies within any state.
Subject to the foregoing and in reliance thereon, it is my opinion that upon the
exercise of options granted pursuant to the Plan and the Registration Statement,
and subject to the Company completing all actions and proceedings required on
its part to be taken prior to the issuance of the Plan Shares pursuant to the
terms of the Plan and the Registration Statement, including, without limitation,
collection of required payment for such shares, the Plan Shares will be validly
issued, fully paid and nonassessable securities of the Company.
I consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Joe P. Martin
- --------------------------
Joe P. Martin
Senior Vice President and
General Counsel
Exhibit 23.1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated February 3,
1998 included in Host Marriott Services Corporation's Form 10-K for the year
ended January 2, 1998 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Washington, D.C.
June 29, 1998
