As filed with the Securities and Exchange Commission on May 25, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement
Under
THE SECURITIES ACT OF 1933
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MERISTAR HOSPITALITY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 75-2648842
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
(202) 295-1000
(Address and telephone number of Principal Executive Offices)
MERISTAR HOSPITALITY CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Paul W. Whetsell
Chairman of the Board and Chief Executive Officer
MeriStar Hospitality Corporation
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
(Name and address of agent for service)
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(202) 295-1000
(Telephone number, including area code, of agent for service)
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Copy to:
Richard S. Borisoff, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
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(Cover continued on next page)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share(1) Price(1) Registration Fee
=========================================== ================== ================== ===================== ======================
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value.............. 500,000(2) $18.94 $9,468,750 $2,499.75
=========================================== ================== ================== ===================== ======================
</TABLE>
(1) An estimate, based on the average of the high and low prices as of May 22,
2000, as determined in accordance with Rule 457(c) and (h) under the
Securities Act of 1933, has been made solely for the purpose of calculating
the registration fee relating to the 500,000 shares of Common Stock to be
registered hereunder and subsequently offered at prices computed upon the
basis of fluctuating market prices.
(2) Represents 500,000 shares of Common Stock issuable pursuant to the MeriStar
Hospitality Corporation Employee Stock Purchase Plan. This registration
statement also relates to such indeterminate number of additional shares of
Common Stock of MeriStar Hospitality Corporation as may be issuable as a
result of stock splits, stock dividends or additional similar transactions.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan information
The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options or shares of Common
Stock under the MeriStar Hospitality Corporation Stock Purchase Plan (the
"Plan"), and are not being filed with, or included in, this Registration
Statement on Form S-8 (the "Registration Statement") in accordance with the
rules and regulations of the Securities and Exchange Commission (the
"Commission").
Item 2. Registrant Information and Employee Plan Annual Information
The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options or shares of Common
Stock under the Plan and are not being filed with, or included in, this
Registration Statement in accordance with the rules and regulations of the
Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by MeriStar Hospitality Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference into this Registration Statement:
1. Our Annual Report on Form 10-K filed by us for the fiscal year ended
December 31, 1999;
2. Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2000; and
3. Our Definitive Proxy Statement on Schedule 14A filed by us on April
14, 2000.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof
and prior to the termination of the offering of the securities registered
pursuant to this Registration Statement shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed documents
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<PAGE>
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Maryland General Corporation Law permits a Maryland corporation to
include in its charter a provision limiting the liability of its directors and
officers to the corporation and its stockholders for money damages except for
liability resulting from (1) actual receipt of an improper benefit or profit in
money, property or services or (2) active and deliberate dishonesty established
by a final judgment as being material to a cause of action adjudicated in any
proceeding. Our charter contains such a provision which eliminates such
liability to the maximum extent permitted by Maryland law.
Our charter obligates us, to the maximum extent permitted by Maryland
law, to indemnify, and to pay or to reimburse reasonable expenses in advance of
final disposition of a proceeding to, any person (or the estate of any person)
who is or was a party to, or is threatened to be made a party to, any
threatened, pending or completed action, suit or proceeding whether or not by or
in our right, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person is or was our director or
officer, or is or was serving at our request as a director, officer, trustee,
partner, member, agent or employee of another corporation, partnership, limited
liability company, association, joint venture, trust or other enterprise.
Maryland law requires a Maryland corporation (unless its charter
provides otherwise, which our charter does not) to indemnify a director or
officer who has been successful, on the merits or otherwise, in the defense of
any proceeding to which he is made a party by reason of his service in that
capacity. Maryland law permits a Maryland corporation to indemnify its present
and former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (1) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (a) was committed in bad faith or (b) was the result
of active and deliberate dishonesty, (2) the director or officer actually
received an improper personal benefit in money, property or services or (3) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation or for a judgment of liability on the basis that a
personal benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses.
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Our company also has purchased and maintains insurance on behalf of all
of its directors and executive officers against liability asserted against or
incurred by them in their official capacities with our company, whether or not
our company is required or has the power to indemnify them against the same
liability.
Each of the employment agreements entered into with each of the
following directors and officers: Paul W. Whetsell, Steven D. Jorns, Bruce Wiles
and John Emery, contains provisions entitling the executive to indemnification
for losses incurred in the course of service to the Company or its subsidiaries,
under certain circumstances.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
5.1 -- Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the
legality of shares of Common Stock being registered
23.1 -- Consent of KPMG LLP
23.3 -- Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
their opinion filed as Exhibit 5.1)
Item 9. Undertakings
(a) The undersigned registrant 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 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 of 1933, 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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the registrant's Amended and
Restated Certificate of Incorporation, by contract, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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 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 of 1933, as amended,
the registrant 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 Washington, District of Columbia, on May 25,
2000.
MERISTAR HOSPITALITY CORPORATION
By: /s/ Paul W. Whetsell
--------------------
Name: Paul W. Whetsell
Title: Chairman of the Board and Chief
Executive 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 May 25, 2000.
SIGNATURE TITLE
- --------- -----
/s/ Paul W. Whetsell Chairman of the Board, Chief
- -------------------- Executive Officer
Paul W. Whetsell
/s/ Steven D. Jorns Vice Chairman of the Board
- -------------------
Steven D. Jorns
/s/ John Emery Chief Operating Officer
- -------------- (Principal Financial and
John Emery Accounting Officer) and Director
/s/ Bruce G. Wiles President, Chief Investment
- ------------------ Officer and Director
Bruce G. Wiles
Director
- -----------------------
Daniel L. Doctoroff
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SIGNATURE TITLE
- --------- -----
Director
- --------------------
William S. Janes
/s/ James R. Worms Director
- ------------------
James R. Worms
Director
- ----------------------
H. Cabot Lodge III
/s/ James F. Dannhauser Director
- -----------------------
James F. Dannhauser
Director
- ------------------
Mahmood Khimji
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<PAGE>
INDEX TO EXHIBITS
Sequential Page
Exhibits Number
- -------- ------
5.1 -- Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to
the legality of shares of Common Stock being registered.
23.1 -- Consent of KPMG LLP
23.3 -- Consent of Ballard Spahr Andrews & Ingersoll, LLP
(included in their opinion filed as Exhibit 5.1).
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Exhibit 5.1
May 25, 2000
MeriStar Hospitality Corporation
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
Re: Registration Statement on Form S-8:
500,000 Shares of Common Stock
------------------------------
Ladies and Gentlemen:
We have served as Maryland counsel to MeriStar Hospitality Corporation,
a Maryland corporation (the "Company") in connection with certain matters of
Maryland law arising out of the registration of up to 500,000 shares (the
"Shares") of common stock, $.01 par value per share, of the Company (the "Common
Shares"), covered by the above-referenced Registration Statement and all
amendments thereto (the "Registration Statement"), as filed by the Company under
the Securities Act of 1933, as amended (the "1933 Act").
In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):
1. The Registration Statement, including the related form of prospectus
included therein, in the form in which it was transmitted by the Company to the
Securities and Exchange Commission (the "Commission") under the 1933 Act;
2. The charter of the Company (the "Charter"), certified as of a recent
date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");
3. The Amended and Restated bylaws of the Company, certified as of the
date hereof by an officer of the Company;
4. Resolutions adopted by the Board of Directors of the Company, or a
duly authorized committee thereof, relating to the issuance and registration of
the Shares (the "Resolutions"), certified as of the date hereof by an officer of
the Company;
5. A certificate of the SDAT as of a recent date as to the good
standing of the Company;
6. A certificate executed by an officer of the Company, dated as of the
date hereof; and
7. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
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In expressing the opinion set forth below, we have assumed the
following:
1. Each individual executing any of the Documents, whether on behalf of
such individual or any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms.
4. Any Documents submitted to us as originals are authentic. The form
and content of any Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and contents of such
Documents as executed and delivered. Any Documents submitted to us as certified
or photostatic copies conform to the original documents. All signatures on all
Documents are genuine. All public records reviewed or relied upon by us or on
our behalf are true and complete. All statements and information contained int
he Documents are true and complete. There has been no oral or written
modification of an amendment to any of the Documents, and there has been no
waiver of any provision of any of the Document, by action or omission of the
parties or otherwise.
5. The Shares will not be transferred in violation of any restriction
or limitation contained in the Charter.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under
and by virtue of the laws of the State of Maryland and is in good standing with
the SDAT.
2. The Shares are duly authorized and, when and if issued and delivered
against payment therefore and otherwise in the manner described int he
Resolutions and the Registration Statement, will be (assuming that upon any such
issuance the total number of Common Shares issued and outstanding will not
exceed the total number of Common Shares that the Company is then authorized to
issue under the Charter) validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State
of Maryland and we do not express any opinion herein concerning any other law.
We express no opinion as to the applicability or effect of any federal or state
securities (or "blue sky") laws, including the securities laws of the State of
Maryland, any federal or state laws regarding fraudulent transfers, or any real
estate syndication laws of the State of Maryland. To the extent that any matter
as to which our opinion is expressed herein would be governed by any
jurisdiction other than the State of Maryland, we do not express any opinion on
such matter.
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We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission
as an exhibit to the Registration Statement and, accordingly, may not be relied
upon by, quoted in any manner to, or delivered to any other person or entity
(except Paul, Weiss, Rifkind, Wharton & Garrison, counsel to the Company)
without, in each instance, our prior written consent.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
------------------------------------------
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Exhibit 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
MeriStar Hospitality Corporation:
We consent to the incorporation by reference in the accompanying registration
statement on Form S-8 of our report on the consolidated financial statements of
MeriStar Hospitality Corporation as of December 31, 1999 and 1998 and for each
of the years in the three-year period ended December 31, 1999, which report
appears in the December 31, 1999 annual report of Form 10-K of MeriStar
Hospitality Corporation.
/s/ KPMG LLP
------------
Washington, D.C.
May 25, 2000
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