As filed with the Securities and Exchange Commission on June 24, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FINE HOST CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 06-1156070
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3 Greenwich Office Park
Greenwich, Connecticut 06831
(203) 629-4320
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(Address, including zip code, and
telephone number, including area
code, of principal executive offices)
FINE HOST CORPORATION 1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
FINE HOST CORPORATION STOCK OPTION PLAN (AMENDED AND
RESTATED AS OF JUNE 18, 1996)
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(Full title of the plan)
Richard E. Kerley
President
Fine Host Corporation
3 Greenwich Office Park
Greenwich, Connecticut 06831
(203) 629-4320
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered registered(1) share (2) price (2) fee
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Common Stock,
$0.01 par value
per share 619,000 $ 11.4375 $ 7,079,812.50 $ 2,441.31
________________________
(1) This Registration Statement covers 569,000 shares authorized to be
sold under the Fine Host Corporation Stock Option Plan and 50,000 shares
authorized to be sold under the Fine Host Corporation Non-Employee Director
Stock Plan (the "Director Plan").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities
Act").
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Fine Host Corporation, a Delaware
Corporation (the "Company"), are incorporated herein by reference:
(a) The Company's Prospectus filed in connection with its
Registration Statement on Form S-1 (Registration No. 333-2906), filed
on March 29, 1996, as amended by Amendment Nos. 1, 2 and 3 filed on
May 7, 1996, June 3, 1996 and June 19, 1996, respectively,
pursuant to the Securities Act (the "Form S-1").
(b) The description of the common stock of the Company, par
value $0.01 per share (the "Common Stock"), incorporated by reference
into the Company's Registration Statement on Form 8-A (Registration
No. 111715) filed on May 8, 1996 pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and contained in the Form
S-1.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all the
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of the filing of such
documents with the Commission.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby is being
passed upon for the Company by Willkie Farr & Gallagher. The Company
expects that shortly after the date of this Registration Statement, Jack H.
Nusbaum, a partner of Willkie Farr & Gallagher, will become a director of
the Company and as such will participate in the Director Plan to the same
extent as other non-employee directors of the Company.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Certificate of Incorporation (the "Restated
Certificate") provides that the Company shall indemnify
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each person who is or was a director, officer or employee of the Company to
the fullest extent permitted under Section 145 of the Delaware General
Corporation Law. Section 145 of the Delaware General Corporation Law
empowers a Delaware corporation to 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, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. A corporation may indemnify
such person against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
person 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 corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. A corporation may, in advance of the final disposition of any
civil, criminal, administrative or investigative action, suit or
proceeding, pay the expenses (including attorneys' fees) incurred by any
officer or director in defending such action, provided that the director or
officer undertakes to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation.
A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred
to above, the corporation must indemnify him against the expenses
(including attorneys' fees) which he actually and reasonably incurred in
connection therewith. The indemnification provided is not deemed to be
exclusive of any other rights to which an officer or director may be
entitled under any corporation's bylaw, agreement, vote or otherwise.
The Company's Restated Certificate of Incorporation (the "Restated
Certificate") provides that a director of the Company will not be
personally liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, which concerns
unlawful payments of dividends, stock purchases or redemption, or (iv) for
any transaction from which the director derived an improper personal
benefit.
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While the Restated Certificate provides directors with protection from
awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty. Accordingly, the Restated Certificate will have no
effect on the availability of equitable remedies such as an injunction or
rescission based on a director's breach of his or her duty of care. The
provisions of the Restated Certificate described above apply to an officer
of the Company only if he or she is a director of the Company and is acting
in his or her capacity as director, and do not apply to officers of the
Company who are not directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
Item 8. EXHIBITS
Exhibit No.
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4.1 Restated Certificate (incorporated by reference to the Form S-1,
Exhibit 3.1).
4.2 By-Laws of the Company (incorporated by reference to the Form S-
1, Exhibit 3.3).
5 Opinion of Willkie Farr & Gallagher as to the validity of the
shares to be issued.
23.1 Consents of Deloitte & Touche LLP.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Powers of Attorney (reference is made to the signature page
herein).
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
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fundamental change in the information set forth in the
Registration Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
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information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) 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.
(c) 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.
2. The undersigned registrant 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 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.
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3. 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.
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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 Greenwich, State of Connecticut,
on the 19th day of June, 1996.
FINE HOST CORPORATION
By: /s/ Richard E. Kerley
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Richard E. Kerley
President and
Chief Executive Officer
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Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints Richard E. Kerley, Randy B. Spector and
Nelson A. Barber, and each of them, as the true and lawful attorneys-in-
fact for the undersigned, in any and all capacities, with full power of
substitution, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same with exhibits
thereto and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact, or either of them, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
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/s/ Richard E. Kerley President and Chief June 19, 1996
-------------------------- Executive Officer and
Richard E. Kerley Director (Principal
Executive Officer)
/s/ Nelson A. Barber Senior Vice President and June 19, 1996
-------------------------- Chief Financial Officer
Nelson A. Barber (Principal Financial and
Accounting Officer)
/s/ Randall K. Ziegler Executive Vice President and June 19, 1996
--------------------------
Randall K. Ziegler Director
/s/ William R. Berkley
-------------------------- Chairman of the Board of June 19, 1996
William R. Berkley Directors
/s/ Andrew M. Bursky Director June 19, 1996
--------------------------
Andrew M. Bursky
/s/ Catherine B. James Director June 19, 1996
--------------------------
Catherine B. James
/s/ Joshua A. Polan Director June 19, 1996
--------------------------
Joshua A. Polan
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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5 Opinion of Willkie Farr & Gallagher
as to the validity of the shares to
be issued.
23.1 Consents of Deloitte & Touche LLP.
23.2 Consents of Willkie Farr & Gallagher
(contained in Exhibit 5).
EXHIBIT 5
June 21, 1996
Fine Host Corporation
3 Greenwich Office Park
Greenwich, Connecticut 06831
Ladies and Gentlemen:
We have acted as counsel to Fine Host Corporation (the "Company"), a
corporation organized under the laws of the State of Delaware, with respect
to the Company's Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission on June 24, 1996, in connection with the registration under the
Securities Act of 1933, as amended by the Company of an aggregate of
619,000 shares (the "Shares") of Common Stock, par value $0.01 per share
(the "Common Stock"), issuable pursuant to the Fine Host Corporation Stock
Option Plan (Amended and Restated as of June 18, 1996) and the Fine Host
Corporation 1996 Non-Employee Director Stock Plan (collectively, the
"Plans").
As counsel for the Company, we have examined, among other things, such
federal and state laws and originals and/or copies (certified or otherwise
identified to our satisfaction) of such documents, certificates and records
as we deemed necessary and appropriate for the purpose of preparing this
opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly and validly authorized for issuance and, when issued in accordance
with the terms of the Plans, will be validly issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
We are members of the Bar of the State of New York and do not purport to be
experts in the laws of jurisdictions other than the State of New York, the
General Corporation Law of the State of Delaware and the Federal laws of
the United States of America.
Very truly yours,
/s/ Willkie Farr & Gallagher
EXHIBIT 23.1
We consent to the Incorporation by reference in this Registration Statement of
Fine Host Corporation on Form S-8 of our report dated March 29, 1996 on the
consolidated financial statements of Fine Host Corporation and subsidiaries,
included in Registration Statement No. 333-2906 of Fine Host Corporation on
Form S-1.
/s/ Deloitte & Touche LLP
June 21, 1996
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We consent to the incorporation by reference in this Registration Statement of
Fine Host Corporation on Form S-8 of our report on the financial statements of
Sun West Services, Inc. dated March 15, 1996 (March 25, 1996 as to the last
paragraphs on notes 3 and 9), included in Registration Statement No. 333-2906
of Fine Host Corporation on Form S-1.
/s/ Deloitte & Touche LLP
June 21, 1996
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We consent to the incorporation by reference in this Registration Statement of
Fine Host Corporation on Form S-8 of our report on the financial statements of
Creative Food Management, Inc. dated July 29, 1994, included in Registration
Statement No. 333-2906 of Fine Host Corporation on Form S-1.
/s/ Deloitte & Touche LLP
June 21,1996
EXHIBIT 23.2
(CONTAINED IN EXHIBIT 5)
