<PAGE> 1
As filed with the Securities and Exchange Commission on June 18, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
INTERSTATE HOTELS COMPANY
FOSTER PLAZA TEN
680 ANDERSEN DRIVE
PITTSBURGH, PENNSYLVANIA 15220
(412) 937-0600
PENNSYLVANIA 25-1788101
------------ ----------
(State of Incorporation) (I.R.S. Employer
Identification Number)
INTERSTATE HOTELS COMPANY
1996 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
MARVIN I. DROZ, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
INTERSTATE HOTELS COMPANY
FOSTER PLAZA TEN
680 ANDERSEN DRIVE
PITTSBURGH, PENNSYLVANIA 15220
(412) 937-0600
(Name, address and telephone number of agent of service)
-------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price per Offering Registration
be Registered (1) Registered Share (2) Price (2) Fee (2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share . . . . . . . . 2,400,000 $29.50 $70,800,000 $21,455
==================================================================================================================================
</TABLE>
(1) Represents shares previously issued or issuable under the Interstate
Hotels Company 1996 Equity Incentive Plan (the "Plan") and shares
issuable upon exercise of options previously granted or available for
grant under the Plan.
(2) The registration fee has been computed in accordance with Rule
457(h)(1), based upon, in the case of shares issuable upon exercise of
options previously granted, the exercise price of such options and, in
the case of shares issued or issuable pursuant to the Plan and shares
issuable upon exercise of options still available for grant under the
Plan, the average of the high and low sales prices of shares of the
Common Stock as reported in the Composite Report of the New York Stock
Exchange, Inc. on June 12, 1997.
================================================================================
<PAGE> 2
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents (or, as applicable, the portions thereof specified
below) are incorporated by reference, as of their respective dates, in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) The Company's Current Report on Form 8-K filed on January 13, 1997;
and
(d) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A (File No. 1-11731) filed on May 17, 1996.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all such securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), contain
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers and other personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation has the
power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with an action or proceeding, whether civil, criminal, administrative or
investigative (other than derivative actions), to which any of them is a party
or is threatened to be made a party by reason of his being a representative of
the corporation or serving at the request of the corporation as a
representative of another corporation, partnership, joint venture, trust or
other enterprise, 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 proceeding, had no reasonable cause to
believe his conduct was unlawful.
Section 1742 permits indemnification in derivative actions if the
appropriate standard of conduct is met, except in respect of any claim, issue
or matter as to which the person has been adjudged to be liable to the
corporation unless and only to the extent that the proper court determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for the expenses that the court deems proper.
Under Section 1743, indemnification is mandatory to the extent that the
officer or director has been successful on the merits or otherwise in defense
of any action or proceeding referred to in Section 1741 or 1742.
Section 1744 provides that, unless ordered by a court, any indemnification
under Section 1741 or 1742 shall be made by the corporation only as authorized
in the specific case upon a determination that the representative met the
applicable standard of conduct and that such determination will be made (i) by
the board of directors by a majority vote of a quorum of directors not parties
to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.
Section 1745 provides that expenses incurred by an officer or director in
defending an action or proceeding may be paid by the corporation in advance of
the final disposition of such action or proceeding upon receipt of an
-2-
<PAGE> 3
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determining that he is not entitled to be indemnified by the
corporation.
Section 1746 provides generally that the indemnification and advancement
of expenses provided by Subchapter 17D of the BCL (i) will not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding that
office, and (ii) may not be made in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred
by him in his capacity as officer or director, whether or not the corporation
would have the power to indemnify him against that liability under Subchapter
17D of BCL.
Sections 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Subchapter 17D of the BCL to successor
corporations in fundamental corporate changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of expenses
provided by, or granted pursuant to, Subchapter 17D of the BCL shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs and personal representative of such person.
The Company's Bylaws provide in general that the Company shall indemnify
its officers and directors to the fullest extent permitted by law. The
Company's Articles of Incorporation further provide that any amendment or
repeal of the indemnification provisions requires the affirmative vote of
shareholders owning at least 80% of the outstanding shares entitled to vote;
provided, however, that if such action is approved by the affirmative vote of
the holders of a majority, but less than 80%, of the voting stock (in addition
to any other approvals required by law), such action will become effective one
year after the date of such approval.
As authorized by the Company's Articles of Incorporation, the Company
entered into indemnification agreements with each of its directors. These
indemnification agreements provide for, among other things, (i) the
indemnification by the Company of the indemnitees thereunder to the extent
described above, (ii) the advancement of attorney's fees and other expenses,
and (iii) the establishment, upon approval by the Board, of trusts or other
funding mechanisms to fund the Company's indemnification obligations
thereunder.
ITEM 8. EXHIBITS
4.1 Amended and Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1 (Registration No. 333-15507) (the "Form S-1"))
4.2 Amended and Restated Bylaws (incorporated by reference to Exhibit
3.2 to the Form S-1)
5.1 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney
-3-
<PAGE> 4
ITEM 9. UNDERTAKINGS
A. 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;
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act, unless the information required to be included in such
post-effective amendment is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act and
incorporated herein by reference; (ii) to reflect in the prospectus any
facts or events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement unless the
information required to be included in such post-effective amendment is
contained in periodic reports filed by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act and incorporated herein by
reference; (iii) to include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
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
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(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.
B. 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 that is
incorporated by reference in this 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.
C. 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 Securities and Exchange 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.
-4-
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Pittsburgh, in the Commonwealth of Pennsylvania, on
June 18, 1997.
INTERSTATE HOTELS COMPANY
By: /s/ J. WILLIAM RICHARDSON
---------------------------------
J. William Richardson
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 18, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* President, Chief Executive Officer
- ----------------------------- and Director
W. Thomas Parrington, Jr. (Principal Executive Officer)
/s/ J. WILLIAM RICHARDSON Executive Vice President and Chief Financial Officer
- ----------------------------- (Principal Financial and Accounting Officer)
J. William Richardson
* Director
- -----------------------------
Milton Fine
* Director
- -----------------------------
David J. Fine
* Director
- -----------------------------
R. Michael McCullough
* Director
- -----------------------------
Thomas J. Saylak
* Director
- -----------------------------
Steven J. Smith
*By /s/ J. WILLIAM RICHARDSON
-----------------------------
J. William Richardson
Pursuant to a Power of Attorney filed herewith
with the Securities and Exchange Commission
</TABLE>
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C> <C>
4.1 Amended and Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1 (Registration No. 333-15507) (the "Form S-1"))
4.2 Amended and Restated Bylaws (incorporated by reference to Exhibit
3.2 to the Form S-1)
5.1 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney
</TABLE>
<PAGE> 1
Exhibit 5.1
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
June 18, 1997
Interstate Hotels Company
Foster Plaza 10
680 Andersen Drive
Pittsburgh, Pennsylvania 15220
Re: Registration on Form S-8 of 2,400,000 Shares of
Common Stock of Interstate Hotels Company
-----------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Interstate Hotels Company (the
"Company") in connection with the Company's 1996 Equity Incentive Plan (the
"Plan").
We have examined such documents, records, and matters of law
as we have deemed necessary for purposes of this opinion and based thereupon we
are of the opinion that the shares of Common Stock of the Company that may be
issued and transferred pursuant to the Plan are duly authorized and will be,
when issued and transferred in accordance with the Plan, validly issued, fully
paid and nonassessable.
In rendering the foregoing opinion, we have relied as to
certain factual matters upon certificates of officers of the Company and public
officials, and we have not independently checked or verified the accuracy of
the statements contained therein. In addition, our examination of matters of
law has been limited to the General Corporation Law of the Commonwealth of
Pennsylvania and the federal laws of the United States of America, in each case
as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit
5.1 to the Registration Statement on Form S-8 filed by the Company to effect
the registration of the shares of Common Stock issued and transferred pursuant
to the Plan under the Securities Act of 1933.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
Jones, Day, Reavis & Pogue
<PAGE> 1
Exhibit 23.1
COOPERS
& LYBRAND
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Interstate Hotels Company on Form S-8 (1996 Equity Incentive Plan) of our report
on the Consolidated Financial Statements of Interstate Hotels Company as of
December 31, 1995 and 1996, and the related statements of operations,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1996, which report is included in the Company's Annual Report
on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Pittsburgh, Pennsylvania
June 18, 1997
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Milton Fine, J. William Richardson, Marvin I. Droz and
Kristi D. Bohling, and each of them, the true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, to sign on his behalf, as a director or officer, or
both, as the case may be, of Interstate Hotels Company, a Pennsylvania
corporation (the "Company"), a Registration Statement on Form S-8 or any other
appropriate form, for the purpose of registering under the Securities Act of
1933, as amended, 2,400,000 shares of Common Stock, par value $0.01 per share,
of the Company and to sign any and all amendments and any and all
post-effective amendments to such Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, and
each of them with or without the others, 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 any of them or their substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
/s/ W. THOMAS PARRINGTON, JR.
---------------------------------
W. Thomas Parrington, Jr.
Dated: June 18, 1997
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Milton Fine, W. Thomas Parrington, Jr., Marvin I. Droz
and Kristi D. Bohling, and each of them, the true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, to sign on his behalf, as a director or officer, or
both, as the case may be, of Interstate Hotels Company, a Pennsylvania
corporation (the "Company"), a Registration Statement on Form S-8 or any other
appropriate form, for the purpose of registering under the Securities Act of
1933, as amended, 2,400,000 shares of Common Stock, par value $0.01 per share,
of the Company and to sign any and all amendments and any and all
post-effective amendments to such Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, and
each of them with or without the others, 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 any of them or their substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
/s/ J. WILLIAM RICHARDSON
---------------------------------
J. William Richardson
Dated: June 18, 1997
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints W. Thomas Parrington, Jr., J. William Richardson,
Marvin I. Droz and Kristi D. Bohling, and each of them, the true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign on his
behalf, as a director or officer, or both, as the case may be, of Interstate
Hotels Company, a Pennsylvania corporation (the "Company"), a Registration
Statement on Form S-8 or any other appropriate form, for the purpose of
registering under the Securities Act of 1933, as amended, 2,400,000 shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them with or without the others, 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 any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ MILTON FINE
---------------------------------
Milton Fine
Dated: June 18, 1997
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Milton Fine, W. Thomas Parrington, Jr., J. William
Richardson, Marvin I. Droz and Kristi D. Bohling, and each of them, the true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign on his
behalf, as a director or officer, or both, as the case may be, of Interstate
Hotels Company, a Pennsylvania corporation (the "Company"), a Registration
Statement on Form S-8 or any other appropriate form, for the purpose of
registering under the Securities Act of 1933, as amended, 2,400,000 shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them with or without the others, 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 any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ DAVID J. FINE
---------------------------------
David J. Fine
Dated: June 18, 1997
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Milton Fine, W. Thomas Parrington, Jr., J. William
Richardson, Marvin I. Droz and Kristi D. Bohling, and each of them, the true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign on his
behalf, as a director or officer, or both, as the case may be, of Interstate
Hotels Company, a Pennsylvania corporation (the "Company"), a Registration
Statement on Form S-8 or any other appropriate form, for the purpose of
registering under the Securities Act of 1933, as amended, 2,400,000 shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them with or without the others, 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 any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ R. MICHAEL MCCULLOUGH
---------------------------------
R. Michael McCullough
Dated: June 18, 1997
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Milton Fine, W. Thomas Parrington, Jr., J. William
Richardson, Marvin I. Droz and Kristi D. Bohling, and each of them, the true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign on his
behalf, as a director or officer, or both, as the case may be, of Interstate
Hotels Company, a Pennsylvania corporation (the "Company"), a Registration
Statement on Form S-8 or any other appropriate form, for the purpose of
registering under the Securities Act of 1933, as amended, 2,400,000 shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them with or without the others, 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 any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ THOMAS J. SAYLAK
---------------------------------
Thomas J. Saylak
Dated: June 18, 1997
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Milton Fine, W. Thomas Parrington, Jr., J. William
Richardson, Marvin I. Droz and Kristi D. Bohling, and each of them, the true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign on his
behalf, as a director or officer, or both, as the case may be, of Interstate
Hotels Company, a Pennsylvania corporation (the "Company"), a Registration
Statement on Form S-8 or any other appropriate form, for the purpose of
registering under the Securities Act of 1933, as amended, 2,400,000 shares of
Common Stock, par value $0.01 per share, of the Company and to sign any and all
amendments and any and all post-effective amendments to such Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them with or without the others, 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 any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
/s/ STEVEN J. SMITH
---------------------------------
Steven J. Smith
Dated: June 18, 1997
