<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
FINE HOST CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 5812 06-1156070
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
------------------------------
3 GREENWICH OFFICE PARK
GREENWICH, CONNECTICUT 06831
(203) 629-4320
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------------
RICHARD E. KERLEY
PRESIDENT
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)
------------------------------
COPIES TO:
STEVEN J. GARTNER, ESQ. MARK G. BORDEN, ESQ.
WILLKIE FARR & GALLAGHER BRENT B. SILER, ESQ.
ONE CITICORP CENTER HALE AND DORR LLP
153 EAST 53RD STREET 60 STATE STREET
NEW YORK, NEW YORK 10022 BOSTON, MASSACHUSETTS 02109
(212) 821-8000 (617) 526-6000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: /X/ ______333-19909
______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / / ______________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
--------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2)
<S> <C> <C> <C>
Common Stock, $.01 par value.............. 575,000 $23.50 $13,512,500
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Common Stock, $.01 par value.............. $4,095
</TABLE>
(1) Includes 75,000 shares which may be sold pursuant to the Underwriters'
over-allotment option.
(2) Based on the offering price of $23.50 per share.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-1 filed by Fine Host
Corporation with the Securities and Exchange Commission (File No. 333-19909)
pursuant to the Securities Act of 1933, as amended, and declared effective on
February 6, 1997 is incorporated by reference into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in New York, New York on February 6,
1997.
FINE HOST CORPORATION
By: /s/ RICHARD E. KERLEY
-----------------------------------------
Richard E. Kerley
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ RICHARD E. KERLEY President and Chief February 6, 1997
- ------------------------------ Executive
Richard E. Kerley Officer and Director
(Principal
Executive Officer)
* Senior Vice President and February 6, 1997
- ------------------------------ Chief
Nelson A. Barber Financial Officer
(Principal
Financial and Accounting
Officer)
* Executive Vice President February 6, 1997
- ------------------------------ and
Randall K. Ziegler Director
* Chairman of the Board of February 6, 1997
- ------------------------------ Directors
William R. Berkley
* Director February 6, 1997
- ------------------------------
Andrew M. Bursky
* Director February 6, 1997
- ------------------------------
Catherine B. James
* Director February 6, 1997
- ------------------------------
Joshua A. Polan
* Director February 6, 1997
- ------------------------------
Ronald E. Blaylock
* Director February 6, 1997
- ------------------------------
Jack H. Nusbaum
*By: /s/ RICHARD E. KERLEY
-------------------------
Richard E. Kerley
ATTORNEY-IN-FACT
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
pursuant to Rule 462(b) of our report dated May 24, 1996 (June 25, 1996 as to
Note 18) appearing in the Prospectus which is a part of Amendment No. 1 to
Registration Statement No. 333-19909 of Fine Host Corporation, and to the
reference to us under the headings "Selected Consolidated Financial Data" and
"Experts" in such Prospectus.
Deloitte & Touche LLP
New York, New York
February 6, 1997
