<PAGE> 1
As filed with the Securities and Exchange Commission on July 21, 1997
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------
PLANET HOLLYWOOD INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 59-3283783
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
7380 Sand Lake Road
Suite 650
Orlando, FL 32819
(Address of Principal Executive Offices)
FIRST AMENDED AND RESTATED PLANET HOLLYWOOD
INTERNATIONAL, INC. 1995 CELEBRITY STOCK AWARD AND INCENTIVE PLAN
(Full title of the Plan)
Mr. Robert Earl
Chief Executive Officer
Planet Hollywood International, Inc.
7380 Sand Lake Road
Suite 650
Orlando, FL 32819
(Name, Address and Telephone Number, including area code of Agent for Service)
With a Copy to:
Byrd F. Marshall, Jr., Esq.
Gray, Harris & Robinson, P.A.
201 East Pine Street
Suite 1200
Orlando, FL 32801
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Amount to Proposed Maximum Proposed Maximum Amount of
be Offering Price per Aggregate Offering Registration Fee
Title of Securities to be Registered Registered Share Price
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<S> <C> <C> <C> <C>
Class A Common Stock, $0.01 par value 6,000,000 $15.45(1) $92,677,560 (1) $28,084
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h). The aggregate offering price and
registration fee are based upon the sum of (a) the product that results
from multiplying 4,077,000 shares, which is the number of shares of
Common Stock registered as a part of this Registration
<PAGE> 2
Statement as to which options have been granted but not exercised under
the First Amended and Restated Planet Hollywood International, Inc.
1995 Stock Award and Incentive Plan (the "Plan"), by $11.69 per share,
which is the weighted average exercise price of such options, and (b)
the product that results from multiplying 1,923,000 shares, which is
the number of shares of Common Stock registered as a part of this
Registration Statement as to which options may be granted under the
Plan, by $23.41 per share, which is the average of the bid and
asked prices of the Company's shares of Common Stock on the Nasdaq
National Market System on July 15, 1997.
2
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the First Amended and Restated Planet Hollywood
International, Inc. 1995 Celebrity Stock Award and Incentive Plan (the "Plan")
pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
PLANET HOLLYWOOD INTERNATIONAL, INC. (the "Company") is subject to the
informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The following
documents, which are filed with the Commission, are incorporated in this
Registration Statement by reference:
The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act, or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the Company's latest fiscal year for which such statements have been filed.
All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in the preceding paragraph.
The description of the Class A Common Stock, par value $0.01 per share
("Common Stock"), contained in a registration statement filed on Form 8-A under
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently 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 shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
3
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company, a Delaware corporation, is empowered by Section 145 of the
General Corporation Law of the State of Delaware (the "Delaware Corporation
Law"), subject to the procedures and limitations therein, to indemnify any
person against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed action, suit or proceeding
in which such person is made a party by reason of such person being or having
been a director, officer, employee or agent of the Company. The statute provides
that indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise. The Restated
Bylaws of the Company provide for indemnification by the Company of its
directors and officers to the fullest extent permitted by the Delaware
Corporation Law.
The foregoing statements' are subject to the detailed provisions of the
Delaware Corporation Law, the Company's Restated Certificate of Incorporation
and the Company's Restated Bylaws.
Article X of the Company's Restated Bylaws allows the Company to
indemnify any person in connection with any claim or action arising by reason of
such person's status as a director, officer, employee or agent of the Company or
service at the request of the Company as a director, partner, officer, employee
or agent of another entity, if such person acted in good faith and in the best
interests of the Company and, with respect to any criminal proceeding, had no
reasonable cause to believe such conduct was unlawful. The Restated Bylaws also
allow the Company to maintain director and officer liability insurance on behalf
of any person who is or was a director or officer of the Company or such person
who serves or served as a director, officer, agent or employee of another
corporation, partnership or other enterprise at the request of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
4
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ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.1* -- Restated Certificate of Incorporation of the Registrant.
4.2* -- First Amended and Restated Bylaws of the Registrant.
5.1 -- Opinion of Gray, Harris & Robinson, P.A.
23.1 -- Consent of Gray, Harris & Robinson, P.A. included in Exhibit 5.1.
23.2 -- Letter of Consent from Price Waterhouse LLP.
24.1 -- Power of Attorney included in the signature page hereto.
99.1 -- First Amended and Restated Planet Hollywood International, Inc. 1995
Celebrity Stock Award and Incentive Plan.
- ----------------
</TABLE>
* Incorporated by reference to the Registration Statement on Form S-1
previously filed by the Registrant (file no. 333-1490)
ITEM 9. UNDERTAKINGS.
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 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.
(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 herein, 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.
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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 (and where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section l5(d) of the Exchange Act) that is incorporated by reference in the
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 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 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 and as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Orlando, State of Florida on the 18th day of
July, 1997.
PLANET HOLLYWOOD
INTERNATIONAL, INC.
By: /s/ Robert I. Earl
-------------------------------------
Robert I. Earl
President and Chief Executive Officer
6
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POWER OF ATTORNEY
We, the undersigned, officers and directors of PLANET HOLLYWOOD
INTERNATIONAL, INC., hereby severally constitute ROBERT I. EARL and SCOTT E.
JOHNSON, and each of them singly, our true and lawful attorneys with full power
to any of them, and to each of them singly, to sign for us and in our names in
the capacities indicated below the Registration Statement on Form S-8 filed
herewith and any and all amendments to said Registration Statement and generally
to do all such things in our name and behalf in our capacities as officers and
directors to enable PLANET HOLLYWOOD INTERNATIONAL, INC. to comply with the
provisions of the Securities Act and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 18th day of July, 1997.
/s/ Thomas Avallone /s/ Mark McCormack
- ------------------------------- --------------------
Thomas Avallone Mark McCormack
Executive Vice President, Chief Director
Financial Officer and Director
/s/ Keith Barish
- ------------------------------- --------------------
Keith Barish One Beng Seng
Chairman of the Board of Directors Director
and Director
/s/ Robert I. Earl /s/ Isadore Sharp
- ------------------------------- --------------------
Robert I. Earl Isadore Sharp
President, Chief Executive Officer Director
and Director
/s/ Claudio Gonzalez /s/ Michael L. Tarnopol
- ------------------------------- --------------------
Claudio Gonzalez Michael L. Tarnopol
Director Director
/s/ Robert Krasnow
- -------------------------------
Robert Krasnow
Director
7
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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<TABLE>
<CAPTION>
<S> <C>
4.1* -- Restated Certificate of Incorporation of the Registrant.
4.2* -- First Amended and Restated Bylaws of the Registrant.
5.1 -- Opinion of Gray, Harris & Robinson, P.A.
23.1 -- Consent of Gray, Harris & Robinson, P.A. included in Exhibit 5.1.
23.2 -- Letter of Consent from Price Waterhouse LLP.
24.1 -- Power of Attorney included in the signature page hereto.
99.1 -- First Amended and Restated Planet Hollywood International, Inc.
1995 Celebrity Stock Award and Incentive Plan.
</TABLE>
- ----------------------------
* Incorporated by reference to the Registration Statement on Form S-1
previously filed by the Registrant (file no. 333-1490)
8
<PAGE> 1
EXHIBIT 5.1
July 18, 1997
Planet Hollywood International, Inc.
7380 Sand Lake Road
Suite 650
Orlando, Florida 32819
RE: FIRST AMENDED AND RESTATED PLANET HOLLYWOOD INTERNATIONAL,
INC. 1995 CELEBRITY STOCK AWARD AND INCENTIVE PLAN (THE
"PLAN")
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about July 18, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 6,000,000 shares of Planet Hollywood
International, Inc. Class A Common Stock, $0.01 par value per share, (the
"Shares") to be distributed pursuant to the Plan. As your counsel in connection
with this registration process, we have examined the proceedings proposed to be
taken in connection with said sale and the issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states, where required, the Shares when issued and sold in the
manner referred to in the Registration Statement will be legally issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendment thereto and any registration statement for the same offering
covered by the Registration Statement that is to be
<PAGE> 2
GRAY, HARRIS & ROBINSON
Professional Association
Planet Hollywood International, Inc.
Page 2
July 18, 1997
effective upon filing pursuant to Rule 462(b) and all post-effective
amendments thereto.
Very truly yours,
GRAY, HARRIS & ROBINSON, P.A.
By: /s/ William A. Grimm
---------------------
William A. Grimm
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 7, 1997, which appears on
page 18 of Planet Hollywood International, Inc.'s Annual Report on Form 10-K
for the year ended December 29, 1996.
/s/ Price Waterhouse LLP
- ----------------------------
Price Waterhouse LLP
Orlando, Florida
July 18, 1997
<PAGE> 1
EXHIBIT 99.1
FIRST AMENDED AND RESTATED
PLANET HOLLYWOOD INTERNATIONAL, INC.
1995 CELEBRITY STOCK
AWARD AND INCENTIVE PLAN
1. Purpose; Types of Awards; Construction.
The purpose of the First Amended and Restated Planet Hollywood
International, Inc. 1995 Celebrity Stock Award and Incentive Plan (the "Plan")
is to afford an incentive to selected celebrities and others (including
producers, agents and other business advisors) in their capacities as
independent contractors of Planet Hollywood International, Inc. or any
Subsidiaries or Affiliates which now exist or hereafter are organized or
acquired (collectively, the "Company"), to acquire a proprietary interest in
the Company, to continue in their capacities as independent contractors, to
increase their efforts of behalf of the Company and/or to promote the success
of the Company's business.
2. Definitions.
The following terms, as used herein, shall have the following meanings:
(a) "Affiliate" shall mean (i) any limited partnership the general
partner of which is either Planet Hollywood or a Subsidiary; (ii) any limited
liability company in which either Planet Hollywood or a Subsidiary owns at
leasts fifty percent (50%) of the economic interests of such company; (iii) any
general partnership or joint venture in which either Planet Hollywood or a
Subsidiary owns at least fifty percent (50%) of the partnership interests or
venture interests, respectively; (iv) any foreign entity in which Planet
Hollywood or a Subsidiary owns at least fifty percent (50%) of the shares or
other interests of such company and controls at least fifty percent (50%) of
the Board of Directors or similar governing body of such company; and (v)
Orlando Corporate Services, Inc., a Florida corporation.
(b) "Award" shall mean any Option, SAR, Restricted Stock, Restricted
Stock Unit, Dividend Equivalent or Other Stock-Based Award or Other Cash-Based
Award granted under the Plan.
(c) "Award Agreement" shall mean any written agreement, contract, or
other instrument or document between the Company and a Participant evidencing
an Award.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Change in Control" shall mean the occurrence of an event
described in Section 12(f) hereof.
<PAGE> 2
(f) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(g) "Committee" shall mean the Committee as appointed by the
Board and as described in Section 3 hereof.
(h) "Company" shall mean, collectively, Planet Hollywood and
all of its Subsidiaries and Affiliates now held or hereafter formed, organized,
or acquired.
(i) "Disability" shall mean a disability which would qualify
as a "permanent and total disability" under Section 22(e)(3) of the Code or any
successor provision.
(i) "Dividend Equivalent" shall mean a right, granted to a
Participant under Section 10, to receive cash, Stock, or other property equal in
value to dividends paid with respect to a specified number of shares of Stock.
Dividend Equivalents may be awarded on a freestanding basis or in connection
with another Award, and may be paid currently or on a deferred basis.
(j) "Exchange Act"; shall mean the securities Exchange Act of
1934, as amended.
(k) "Fair Market Value" of a share of Stock on any date shall
mean (1) the last sale price of such Stock, on such date or, if no sale takes
place on such date, the average of the closing bid and asked prices thereof on
such date, in each case as officially reported on the principal national
securities exchange on which such Stock is then listed or admitted to trading,
or (2) if such Stock is not then listed or admitted to trading on any national
securities exchange but is designated as a national market system security by
the National Association of Securities Dealers, Inc., the last trading price of
the Stock on such date, or (3) if there shall have been no trading on such date
or it the Stock is not so designated, the average of the closing bid and asked
prices of the Stock on such date as shown by the NASD automated quotation
system, or (4) if such Stock is not then listed or admitted to trading on any
national exchange or quoted in the over-the-counter market, the value determined
by the Committee.
(l) "Option" mean the right, granted pursuant to this Plan, of
a holder to purchase shares of Stock at a price and upon the terms to be
specified by the Committee.
(m) "Other Cash-Based Award" shall mean cash awarded under
Section 11, including cash awarded as a bonus or otherwise as permitted under
the Plan.
(n) "Other Stock-Based Award" shall mean a right or other
interest granted to a Participant under Section 11 that may be denominated or
payable in, valued in whole or in part by reference to, or otherwise based on,
or related to, Stock,
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<PAGE> 3
including, but not limited to (1) unrestricted Stock awarded as a bonus or
otherwise as permitted under the Plan, and (2) a right granted to a
Participant to acquire Stock from the Company for cash and/or a promissory note
containing terms and conditions prescribed by the Committee.
(o) "Participant" shall mean an independent contractor of
the Company who is, pursuant to Section 4 of the Plan, selected to participate
herein.
(p) "Plan" shall mean the First Amended and Restated Planet
Hollywood International, Inc. 1995 Celebrity Stock Award and Incentive Plan.
(q) "Plan Year" shall mean the Company's fiscal year.
(r) "Planet Hollywood" shall mean Planet Hollywood
International, Inc.
(s) "Relationship" shall mean, solely with respect to an
independent contractor, such individual's or service company's capacity of
performing services as an independent contractor for the Company.
(t) "Restricted Stock" shall mean an Award of shares of Stock
to a Participant under Section 8 that may be subject to certain restrictions and
to a risk of forfeiture.
(u) "Restricted Stock Unit" shall mean a right granted to a
Participant under Section 9 to receive Stock or cash at the and of a specified
deferral period, which right may be conditioned on the satisfaction criteria
determined by the Committee.
(v) "Stock" shall mean shares of non-voting Class B common
stock, par value $.01 per share of Planet Hollywood; provided, however, at such
time as all of the shares of Planet Hollywood's existing Class B Common Stock
are converted into an equivalent number of shares of Planet Hollywood's Class A
Common Stock (upon the approval and filing of a Restated Certificate of
Incorporation), then "Stock" shall mean, without any further action by the Board
or the Committee and without amendment to this Plan, shares of voting Class A
Common Stock, par value $.01 per share, of Planet Hollywood.
(w) "SAR" shall mean a tandem or freestanding stock
appreciation right, granted to a Participant under Section 7, to be paid in an
amount measured by the appreciation in the Fair Market Value of Stock from the
date of grant to the date of exercise of the right.
(x) "Subsidiary" shall mean any corporation in an unbroken
chain of corporations beginning with the Company if, at the time of granting of
an Award, each of the corporations (other
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<PAGE> 4
than the last corporation in the unbroken chain) owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the
other corporations in the chain.
(y) "Unvested Portion" shall mean that portion of an Option or an SAR
granted to a Participant hereunder which is not a Vested Portion on. In the
event a Participant is granted more than one Option or SAR, the "Unvested
Portion" shall refer to all of such Unvested Portions
(z) "Vested Portion" shall mean, as of a particular date, that portion
of an Option or an SAR granted to a Participant hereunder which in exercisable,
and with respect to which a Participant is vested, pursuant to the terms of such
Participant's Award Agreement. In the event a Participant is granted more than
one Option or SAR, the "Vested Portion" shall refer to all of such Participant's
Vested Portions.
3. Administration.
The Plan shall be administered by the Committee. The Committee shall have
the authority in its sole discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and
the time or times at which Awards shall be granted; to determine the type and
number of Awards to be granted, the number of shares of Stock to which an Award
may relate and the terms, conditions, restrictions relating to any Award; to
determine whether, to what extent, and under what circumstances an Award may be
settled, canceled, forfeited, exchanged, or surrendered; to construe and
interpret the Plan and any Award; to prescribe, amend and rescind rules and
regulations relating to the Plan; to determine the terms and provisions of Award
Agreements; and to make all other determinations deemed necessary or advisable
for the Administration of the Plan.
The Committee shall consist of two or more persons. The Committee may
appoint a chairperson and a secretary and may make such rules and regulations
for the conduct of its business as it shall deem advisable; and shall keep
minutes of its meetings. All determinations of the Committee shall be made by a
majority of its members either present in person or participating by conference
telephone at a meeting or written consent. The committee may delegate to one or
more of its members or to one or more agents such administrative duties as it
may deem advisable, and the Committee or any person to whom it has delegated
duties as aforesaid may employ one or more persons to render advice with
respect to any responsibility the Committee or such person may have under the
Plan. All decisions, determinations and interpretations of the Committee shall
be final and binding on all persons,
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<PAGE> 5
including the Company, the Participant (or any person claiming any rights under
the Plan from or through any Participant) and any stockholder.
No member of the Board or the Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any Award
granted hereunder
4. Eligibility
Award may be granted to independent contractors of the Company in the
sole discretion of the Committee. In determining the persons or service
companies to whom Awards shall be granted and the type of Award, the
Committee shall take into account such factors as the Committee shall deem
relevant in connection iwth accomplishng the purposes of the Plan.
5. Stock Subject to the Plan; Limitation on Grants.
The maximum number of shares of Stock reserved for issuance pursuant
to the Plan shall be six million (6,000,000) shares, subject to adjustment as
provided herein; provided, however, in the event the the Board approves and
effects a stock split, then the maximum number of shares of Stock reserved for
issuance purusant to the Plan shall, without amendment to this Plan, be
correspondingly increased (in accorance with the terms of such split), subject
to adjustment as provided herein.(1)
In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, Stock or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar coroporate transaction or event, affects the Stcok such than an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of Participants under the Plan, then the Committee shall make such
equitable changes or adujustments as it deems necessary or appropriate to any or
all of (i) the number and kind of shares of Stock which may thereafter be issued
in connection with Awards, (ii) the number and kind of shares of Stock issued
or issuable in respect of outstanding Awards, and (iii) the exercise price,
grant price, or purchase price relating to any Award.
If any Award granted under this Plan is terminated or expires for any
reason whatsoever, in whole or in part, the shares (or remaining shares) of
Stock subject to that particular Award shall again be available for grant under
this Plan.
--------------------------
(1) As amended by stockholder and/or stock option committee approval through
the May 16, 1997 Annual Meeting of Stockholders
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<PAGE> 6
6. Stock Options.
The Committee shall have authority to grant Stock Options to
Participants on the following terms and conditions:
(a) Number of Shares. Each Award Agreement shall state the number of
shares of Stock to which the Option relates.
(b) Type of Option. Only nonqualified stock options may be granted
under the Plan.
(c) Option Price. Each Award Agreement shall state the Option price.
The Option price per share of Stock purchasable under an Option shall be
determined by the Committee. The date as of which the Committee adopts a
resolution expressly granting an Option shall be considered the day on which
such Option is granted.
(d) Method and Time of Payment. The Option price shall be paid in
full, at the time of exercise, in cash or in shares of Stock having a Fair
Market Value equal to such Option price or in a combination of cash and Stock.
In addition, a Participant may elect to pay such Option at the time of exercise
by receiving Option Shares equal to the aggregate value (determined below) of
the Option, or any part thereof. For purposes hereof, "Option Shares" shall
mean the number of shares of Stock purchasable by an electing Participant upon
exercise of such Participant's Option. In such event, Planet Hollywood shall
issue and deliver to such Participant a number of Option Shares determined
using the following formula.
X - (Y) (A-B)
-------------
A
where
X = the number of Option Shares to be issued to such Participant
Y = the number of Option Shares purchasable under the
Option, or portion of the Option surrendered;
A = the Fair Market Value per share of the Stock; and
B = the then current exercise price.
(e) Term and Exercisability of Options. Options shall be exercisable
over the exercise period and at such times and upon such conditions as
the Committee may determine, as reflected in the Award Agreement; provided
that, the Committee shall have the authority to accelerate the exercisability
or vesting of any outstanding Option (including, without limitation, the
exercisability or vesting of any outstanding Option after the occurrence of an
event described in Section 6(i) below), or extend the exercise period, at such
times and under such circumstance as
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<PAGE> 7
it, in its sole discretion, deems appropriate. An Option may be exercised, as to
any or all full shares of Stock as to which the option has become exercisable by
written notice delivered tin person or by mail to the Secretary of Planet
Hollywood specifiying the number of shares of Stock with respect to which the
Option is being exercised. For purposes of the preceding sentence, the date of
exercise will be deemed to be the date upon which the Secretary of Planet
Hollywood receives such notification, provided that payment for such shares is
received by Planet Hollywood upon such date.
(f) Delivery of Purchased Stock. On the exercise date
specified in the Participant's notice or as soon thereafter as is practicable
Planet Hollywood shall deliver to the exercising Participant a certificate or
certificates for the shares of Stock then being purchased (out of theretofore
unissued Stock or reacquired Stock, as Planet Hollywood may elect) upon full
payment for such shares. The obligation of Planet Hollywood to deliver Stock
shall, however, be subject to the condition thee if at any time the Board shall
shall determine in its discretion that the listing registration or
qualification of the option or such shares upon any securities exchange or
under any state or federal law or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or
in connection with the Option or the issuance or purchase of Stock thereunder,
the Option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board.
(g) Failure to Pay or Accept Delivery. If an exercising Participant
fails to pay for any Stock specified in such notice or fails to accept delivery
thereof, such Participant's right to purchase such Stock may be terminated by
Planet Hollywood.
(h) No Rights of Shareholders. Neither any Participants nor any
personal representatives (or beneficiary) shall be, or shall have any rights and
privileges of, a shareholder of Planet Hollywood with to any shares of Stock
purchasable or issuable upon the exercise of any Option granted hereunder, in
whole whole or in part, prior to the date of exercise of such Option. However,
Planet Hollywood shall provide to each Participant a copy of all information
provided from time to time by Planet Hollywood to its shareholders generally, at
the time and in the manner such information is provided.
(i) Termination. If a Participant's Relationship with the Company
terminates, Options granted to such Participant prior to such termination
shall remain exercisable following the effective date of such termination as
follows:
(i) Disability. Upon the termination of the Relationship
by reason of the Participant's Disability, such
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Participant's Vested Portion as of the effective date of the Participant's
Disability shall remain exercisable for a period of one (1) year following such
effective date (or for such longer period as may be prescribed by the Committee,
but in no event beyond the expiration the Option Term) and the Unvested Portion
as of the effective date of the Participant's Disability shall be canceled;
(ii) Death. If the Participant dies during the Relationship or during
the applicable Option exercise period following the effective date of the
Participant's Disability or other termination of the Relationship, as desccribed
in subsections (i) above, or (iii) below, the Participant's executors,
administrators, legatees or distributees shall have a period expiring on the
date one (1) year from the date of the Participant's death (or for such longer
as may be prescribed by the Committee, but in no event beyond the expiration of
the Option Term) within which to exercise the Participant's Vested Portion, and
the Unvested Portion as of the date of the Participant's death shall become
fully vested as of such date (except with respect to the death of the
Participant occurring after the effective date of the Participant's Disability
or other termination of the Relationship, in which case, such Unvested Portion
as of the effective date of the Participants's death shall be canceled).
(iii) Other terminations of the Relationship. If the Participant's
Relationship is terminated for any reason other than subsection (a) or (b)
above, the Vested Portion as of the effective date of such termination of the
Relationship shall remain exercisable for a period of three (3) months from the
effective date of such termination of the Relationship (or for such longer
period as may be prescribed by the Committee, but in no event beyond the
expiration of the Option Term) and the Unvested Portion as of the effective
date of the Participant's termination of the Relationship shall be canceled.
A transfer a Participant's Relationship between Planet Hollywood and
any Subsidiary or Affiliate, or between any Subsidiaries or Affiliate, or
between any Subsidiaries or Affiliates, shall not be deemed to be a
termination of such Participant's Relationship
(j) Other Provisions. Options may be subject to such other conditions
(which conditions shall lapse; provided, the Committee shall prescribe in
its discretion the duration of such lapsing conditions) including but not
limited to, restrictions on transferability of the shares acquired upon
exercise of such Options, as the Committee may prescribe in its discretion.
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7. Stock Appreciation Rights.
The Committee is authorized to grant freestanding SARs and SARs
granted in tandem with an Option to Participants on the following terms and
conditions:
(a) In General. Unless the Committee determines otherwise, an SAR
granted in tandemn with an Option may be granted at the time of grant of the
related Option or at any time thereafter. As SAR granted in tandemn with an
Option shall be exercisable only to the extent the underyling Option is
exercisable.
(b) SARs. An SAR shall confer on the Participant a right to receive
with repsect to each share subject thereto, upon exercise thereof, the excess
of (1) the Fair Market Value of one share of Stock on the date of exercise
over (2) the grant price of the SAR (which in the case of an SAR granted in
tandem with an Option shall be equal to the exercise price of the underlying
Option, and which in the case of any other SAR shall be such price as the
Committtee may determine).
(c) Treatment of Related Options and Tandem SARs Upon Exercise.
Upon the exercise of a tandem SAR, the related Option shall be canceled to the
extent of the number of shares of Stock as to which the tandem SAR is exercised
and upon the exercise of an Option granted in connection with a tandem SAR, the
tandem SAR shall be canceled to the extent of the number of shares of Stock as
to which the Option is exercised.
(d) Method of Exercise. SARs shall be exercised by a Participant
only by a written notice delivered in person or by mail to the Secretary of
Planet Hollywood, specifying the number of shares of Stock with respect to
which the SAR is being exercised. If requested by the Committee, the
Participant shall deliver the Award Agreement evidencing the SAR and the
related Option (if applicable) to the Secretary of Planet Hollywood, who shall
endorse thereon a notation of such exercise and return such Award
Agreement to the Participant. For purposes of this subsection (d), the date of
exercise will be deemed to be the date upon which the Secretary of Planet
Hollywood receives such notification.
(e) Form of Payment. Payment of the amount determined under
subsection (d) above may be made in whole shares of Stock in a number
determined based upon their Fair Market Value on the date of exercise of the
SAR or, alternatively, at the sole discretion of the Committee, solely in cash,
or in a combination of cash and shares of Stock as the Committee deems
advisable. If the Committee decides to make full payment in shares of Stock,
and the amount payable results in a fractional share, payment for the
fractional share will be made in cash.
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(f) Term and Exercisability of Freestanding SARs. Each
applicable Award Agreement shall provide the exercise schedule for the
freestanding SAR as determined by the Committee; provided, that, the Committee
shall have the authority to accelerate the exercisability of any freestanding
SAR at such time and under such circumstances as it, in its solo discretion,
deems appropriate. The exercise period shall be ten (10) years from the date
of the grant of the freestanding SAR or such shorter period as is determined by
the Committee. The exercise period shall be subject to earlier termination as
provided in Section 7(g) hereof.
(g) Termination. The terms and conditions set forth in
Section 6(i) hereof, relating to exercisability of Options in the event of
termination of the Relationship, shall apply equally with respect to the
exercisability of freestanding SARs following termination of the Relationship.
8. Restricted Stock.
The Committee is authorized to grant Restricted Stock to Participants on
the following terms and conditions:
(a) Issuance and Restrictions. Each applicable Award
Agreement shall set forth the number of shares of Restricted Stock granted
pursuant to the Award Agreement. Restricted Stock shall be subject to such
restrictions on transferability and other restrictions, if any, as the Committee
may impose at the date of grant or thereafter, which restrictions may lapse
separately or in combination at such times, under such circumstances, in such
installments, or otherwise, as the Committee may determine.
(b) Restrictions. Prior to vesting, shares of Restricted
Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of, except by will or the laws of descent and distribution.
Certificates for shares of Stock issued pursuant to awards of Restricted Stock
shall bear an appropriate legend referring to such restrictions, and any attempt
to dispose of any such shares of Stock in contravention of such restrictions
shall be null and void and without effect. Prior to vesting, such certificates
shall be held in escrow by an escrow agent appointed by the Committee.
(c) Forfeiture. Subject to such exceptions as may be
determined by the Committee, if the Participant's Relationship shall terminate
for any reason prior to vesting of the Restricted Stock, any shares remaining
subject to restrictions shall thereupon be forfeited by the Participant and
transferred to, and reacquired by, the Company at no cost to the Company;
provided, that, the Committee may provide, by rule or regulation or in any Award
Agreement, or may determine in any individual case, that restrictions or
forfeiture conditions relating to Restricted Stock will be waived in whole or in
part.
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(d) Rights as a Stockholder. Except to the extent restricted
under the Award Agreement, a Participant shall have all of the rights of a
Stockholder including, without limitation, the right to vote Restricted Stock
and the right to receive dividends thereon. Dividends paid on Restricted Stock
shall be either paid at the dividend payment date, or deferred for payment to
such date as determined by the Committee, in cash or in shares of unrestricted
Stock having a Fair Market Value equal to the amount of such dividends. Stock
distributed in connection with a stock split or stock dividend, and other
property distributed as a dividend, shall be subject to restrictions and a risk
of forfeiture to the same extent as the Restricted Stock with respect to which
such Stock or other property has been distributed.
(e) Other Provisions. The Restricted Stock Agreements
authorized under the Plan shall contain such other provisions not inconsistent
with this Plan, including, without limitation, the imposition of restrictions
upon the transferability of Restricted Stock and conditions on vesting of
Restricted Stock as the Committee shall deem advisable.
9. Restricted Stock Units.
The Committee is authorized to grant Restricted Stock Units to
Participants, subject to the following terms and conditions:
(a) Award and Restrictions. Delivery of Stock or cash, as
determined by the Committee, will occur upon expiration of the deferral period
specified for Restricted Stock Units by the Committee. In addition, Restricted
Stock Units shall be subject to such restrictions as the Committee may impose,
at the date of grant or thereafter, which restrictions may lapse at the
expiration of the deferral period or at earlier or later specified times,
separately or in combination, in installments or otherwise, as the Committee may
determine.
(b) Forfeiture. Upon termination of the Relationship
during the applicable deferral period or portion thereof to which forfeiture
conditions apply, or upon failure to satisfy any other conditions precendent to
the delivery of Stock or cash to which such Restricted Stock Units relate, all
Restricted Stock Units that are then subject to deferral or restriction shall be
forfeited; provided, that, the Committee may provide, by rule or regulation or
in any Award Agreement, or may determine in any individual case, that
restrictions or forfeiture conditions relating to Restricted Stock Units will be
waived in whole or in part.
10. Dividend Equivalents
The Committee is authorized to grant Dividend Equivalents to
Participants. The Committee may provide, at the date of grant or thereafter,
that Dividend Equivalents shall be paid or distributed when accrued or shall be
deemed to have been reinvested in
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additional Stock, or other investment vehicles as the Committee may specify,
provided that Dividend Equivalents (other than freestanding Dividend
Equivalents) shall be subject to all conditions and restrictions of the
underlying Awards to which they relate.
11. Other Stock- or Cash-Based Awards
The Committee is authorized to grant to Participants Other Stock-Based
Awards or Other Cash-Based Awards as an element of or supplement to any other
Award under the Plan, as deemed by the Committee to be consistent with the
purposes of the Plan. Such Awards may be granted with value and payment
contingent upon any factors designated by the Committee. The Committee shall
determine the terms and conditions of such Awards at the date of grant or
thereafter.
12. General Provisions
(a) Compliance with Legal Requirements. The Plan and the
granting and exercising of Awards, and the other obligations of the Company
under the Plan and any Award Agreement or other agreement shall be subject to
all applicable federal and state laws, rules and regulations, and to such
approvals by any regulatory or governmental agency as may be required. The
Company, in its discretion, may postpone the issuance or delivery of Stock
under any Award as the Company may consider appropriate, and may require any
Participant to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of stock in
compliance with applicable laws, with rules and regulations.
(b) Nontransferability. Awards shall not be transferable by a
Participant except by will or the laws of descent and distribution, and shall be
exercisable during the lifetime of a Participant only by such Participant or
such Participant's guardian or legal representative.
(c) No Right To Continuation of Relationship. Nothing in the
Plan or in any award granted or any Award Agreement or other agreement entered
into pursuant hereto shall confer upon any Participant the right to continue
their Relationship or to be entitled to any remuneration or benefits not set
forth in the Plan or such Award Agreement or other agreement or to interfere
with or limit in any way the right of the Company to terminate such
Participant's Relationship.
(d) Amendment and Termination of the Plan. The Board or the
Committee may at any time and from time to time alter, amend, suspend, or
terminate the Plan in whole or in part. Notwithstanding the foregoing, no
amendment shall affect adversely any of the rights of any Participant, without
such Participant's consent, under any Award theretofore granted under the Plan;
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provided, however, the Plan may be amended by either the Board or the Committee
at any time without the consent of any Participant or the approval of Planet
Hollywood's shareholders if either the Board or the Committee determines, each
in its sole discretion, that amendment is necessary or advisable in the light of
any addition to or change in the Internal Revenue Code of 1986 or in the
regulations issued thereunder, or any federal or state securities law or other
law or regulation. The power to grant Awards under the Plan will automatically
terminate ten years after the adoption of the Plan by the Board. If the Plan is
terminated, any unexercised Award shall continue to be exercisable in accordance
with its terms and the terms of the Plan in effect immediately prior to such
termination.
(e) Change in Control. Notwithstanding any other provision of
the Plan to the contrary, if, while any Awards remain outstanding under the
Plan, a "Change in Control" of Planet Hollywood (as defined in this Section 12
(e)) "shall occur, (1) all Options and freestanding SARs granted under the Plan
that are outstanding at the time of such Change in Control shall become
immediately exercisable in full and (2) all restrictions with respect to shares
of Restricted Stock or any other Awards not described in (1) above shall lapse,
and such shares or other Awards shall be fully vested and nonforfeitable. For
purposes of this Section 12(e), with respect to determining the cash equivalent
value of a Restricted Stock Unit, the Fair Market Value of a share of Stock
shall be deemed to equal the greater of (i) the Fair Market Value of a share of
stock as of the date on which a Change in Control occurs or (ii) the price of a
share of Stock which is paid or offered to be paid, by any person or entity, in
connection with any transaction, which constitutes a Change in Control pursuant
to this Section 12(e).
For purposes of this Section 12(e), a Change in Control of Planet
Hollywood shall occur upon the happening of the earliest to occur of the
following:
(i) any "person," as such term is used in Sections 13
(d) and 14(d) of the Exchange Act (other than (1) Planet Hollywood, (2) any
trustee or other fiduciary holding securities under an employee benefit plan of
Planet Hollywood, or (3) any corporation owned, directly or indirectly, by the
stockholders of Planet Holloywood in substantially the same proportions as their
ownership of Stock (each an "excluded person")), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of Planet Hollywood (not including in the securities
beneficially owned by such person any securities acquired directly from Planet
Hollywood or its affiliates) representing 50% or more of the combined voting
power of Planet Holloywood's then outstanding voting securities;
(ii) during any period of not more than two consecutive
years, individuals who at the beginning of such period
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constitute the Board, and any new director (other than a director designated by
a person who has entered into an agreement with Planet Hollywood to effect a
transaction described in clause (i), (iii) or (iv) of this subsection (e)) whose
election by the Board or nomination for election by Planet Hollywood's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved (other than approval given in connection with an actual or threatened
proxy or election contest), cease for any reason to constitute at least a 70%
majority of the Board;
(iii) the stockholders of Planet Hollywood approve a
merger or consolidation of Planet Hollywood with any other corporation, other
than (A) a merger or consolidation which would result in the voting securities
of Planet Hollywood outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving or parent entity) 80% or more of the combined voting
power of the voting securities of Planet Hollywood or such surviving or parent
entity outstanding immediately after such merger or consolidation or (B) a
merger or conssolidation effected to implement a recapitalization of Planet
Hollywood (or similar transaction) in which no "person" (as hereinabove defined)
acquired 50% or more of the combined voting power of Planet Hollywood's
then outstanding securities; or
(iv) the stockholders of Planet Hollywood approve a
plan of complete liquidation of Planet Hollywood or an agreement for the sale
or disposition by Planet Hollywood of all or substantially all of Planet
Hollywood's assets (or any transaction having a similar effect).
(f) Participant Rights. No participant shall have any
claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment for Participants. Except as provided specifically
herein, a Participant or a transferee of an Award shall have no rights as a
stockholder with respect to any shares covered by any Award until the date of
the issuance of a Stock certificate to him for such shares.
(g) Unfunded Status of Awards. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant pursuant to an Award,
nothing contained in the Plan or any Award shall give any such Participant any
rights that are greater than those of a general creditor of the Company.
(h) No Fractional Shares. No fractional shares of Stock
shall be issued or delivered pursuant to the Plan or any Award. The Committee
shall determine whether cash, other Awards, or other property shall be issued or
paid in lieu of such fractional shares
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or whether such fractional shares or any rights thereto shall be forfeited or
otherwise eliminated.
(i) Governing Law. The Plan and all determinations made and
actions taken pursuant hereto shall be governed by the laws of the State of
Delaware without giving effect to the conflict of laws principles therof.
(j) Effective Date. The Plan shall take effect upon its
adoption by the Board, but the Plan (and any grants of Awards made prior to the
stockholder approval mentioned herein) shall be subject to the requisite
approval of the stockholders of the Company. In the absence of such approval,
such Awards shall be null and void.
(k) Beneficiary. A Participant may file with the Committee a
written designation of a beneficiary on such form as may be prescribed by the
Committee and may, from time to time, amend or revoke such designation. If no
designated beneficiary survives the Participant, the executor or administrator
of the Participant's estate shall be deemed to be such Participant's
beneficiary.
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