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As filed with the Securities and Exchange Commission on June 13, 1997
Registration No. 333-
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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
(Exact name of registrant as specified in its charter)
Delaware 06-1156070
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3 Greenwich Office Park
Greenwich, Connecticut 06831
(203) 629-4320
(Address, including zip code, and
telephone number, including area
code, of principal executive offices)
Fine Host Corporation Stock Option Plan (Amended and Restated as of
March 17, 1997)
(Full title of the plan)
Richard E. Kerley
President and Chief Executive Officer
Fine Host Corporation
3 Greenwich Office Park
Greenwich, Connecticut 06831
(203) 629-4320
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- ----------------------- ---------------------- ------------------------- --------------------- ----------------------
Proposed maximum
aggregate offering
Title of securities Proposed maximum price (2) Amount of
to be registered Amount to be offering price per registration fee
registered(1) share (2)
- ----------------------- ---------------------- ------------------------- --------------------- ----------------------
Common Stock, $0.01
par value per share 1,000,000 $26.625 $26,625,000 $8,068.18
- ------------------------
</TABLE>
(1) This Registration Statement covers 1,000,000 shares authorized to
be sold under the Fine Host Corporation Stock Option Plan
(Amended and Restated as of March 17, 1997).
(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 Annual Report on Form 10-K for the fiscal year ended
December 25, 1996, filed pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 25, 1997, filed pursuant to the Exchange Act;
(c) 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 Exchange Act and contained
in 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; and
(d) The Company's Registration Statement on Form S-8, filed on June
24, 1996 pursuant to the Securities Act.
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 8. EXHIBITS
Exhibit No.
5 Opinion of Willkie Farr & Gallagher as to the validity of the
shares to be issued.
23.1 Consent 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).
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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 9th day of
June, 1997.
FINE HOST CORPORATION
By: /s/ Richard E. Kerley
Richard E. Kerley
Chairman of the Board of
Directors 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.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
/s/ Richard E. Kerley Chairman of the Board of Directors and Chief June 9, 1997
- -------------------------
Richard E. Kerley Executive Officer (Principal Executive Officer)
/s/ Nelson A. Barber Senior Vice President and Treasurer (Principal June 9, 1997
- -------------------------
Nelson A. Barber Accounting Officer)
/s/ Randall K. Ziegler Group President and Director June 9, 1997
- -------------------------
Randall K. Ziegler
/s/ Randy B. Spector President, Chief Operating Officer and Director June 9, 1997
- -------------------------
Randy B. Spector
/s/ Jack H. Nusbaum Director June 9, 1997
- -------------------------
Jack H. Nusbaum
/s/ Catherine B. James Executive Vice President, Chief Financial Officer June 9, 1997
- ------------------------- and Director (Principal Financial Officer)
Catherine B. James
/s/ Ronald E. Blaylock Director June 9, 1997
- -------------------------
Ronald E. Blaylock
/s/ Neal F. Finnegan Director June 9, 1997
- -------------------------
Neal F. Finnegan
/s/ J. Michael Chu Director June 9, 1997
- -------------------------
J. Michael Chu
</TABLE>
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INDEX TO EXHIBITS
- --------------------------------------------------------------------------------
Exhibit No. Description of Exhibit
5 Opinion of Willkie Farr & Gallagher as to the validity of the
shares to be issued.
23.1 Consent 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).
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EXHIBIT 5
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022-4677
June 12, 1997
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 or about June 12,
1997, in connection with the registration under the Securities Act of 1933, as
amended, by the Company of an aggregate of 1,000,000 shares (the "Shares") of
the Company's Common Stock, par value $0.01 per share, issuable under the Fine
Host Corporation Stock Option Plan (Amended and Restated as of March 17, 1997)
(the "Plan").
As counsel for the Company, we have examined, among other things, 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 rendering 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 Plan for a consideration of at least $0.01 per Share, will be validly
issued, fully paid, and nonassessable.
We hereby consent to the inclusion of this opinion as part of the Registration
Statement.
This opinion is limited to the laws of the State of New York, the General
Corporation Law of the State of Delaware and federal law.
Very truly yours,
/s/ Willkie Farr & Gallagher
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
the Fine Host Corporation Stock Option Plan (Amended and Restated as of March
17, 1997) on Form S-8 of our report dated February 28, 1997, appearing in the
Annual Report on Form 10-K of Fine Host Corporation for the year ended December
25, 1996.
/s/ Deloitte & Touche
Deloitte & Touche LLP
New York, New York
June 13, 1997
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