As filed with the Securities and Exchange Commission on August 23, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAPSTAR HOTEL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 52-1979383
(State of incorporation) (IRS Employer
Identification No.)
Suite 650
1010 Wisonsin Avenue, N.W.
Washington, DC 20007
(202) 965-4455
(Address of Principal Executive Offices)(Zip Code)
STOCK PURCHASE PLAN
EQUITY INCENTIVE PLAN
(Full title of the plan)
PAUL W. WHETSELL
1010 WISONSIN AVENUE, N.W.
WASHINGTON, DC 20007
(202) 965-4455
(Name, address and telephone number of agent for service)
COPY TO:
RICHARD S. BORISOFF
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED MAXIMUM
SECURITIES TO BE REGISTERED BE REGISTERED OFFERING
- ----------------------------------------------------------------------
Common Stock, par value 2,240,000 $18
$.01 per share
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
OFFERING PRICE (1) REGISTRATION FEE
- -----------------------------------------------------------------------
$40,320,000 $13,903
(1)Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required in the Section 10(a) prospectus is included in
documents being maintained and delivered by CapStar Hotel Company (the
"Company") as required by Rule 428(b)(1) under the Securities Act of 1933, as
amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following document filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
1. The description of the Company's Common Stock, par value $.01 per
share, contained in the Company's Registration Statement on Form 8-A, filed
with the Commission on August 2, 1996, including any amendment or report filed
for the purpose of updating such description.
All other documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Act of 1934, as amended, subsequent to the date
of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities registered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this registration statement and to be part
hereof from the date of filing of such documents.
ITEM 4.DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware Law permits a provision in the
certificate of incorporation of each corporation organized thereunder,
eliminating or limiting, with certain exceptions, the personal liability of a
director to the corporation or its stockholders for monetary damages for
certain breaches of fiduciary duty as a director. The Certificate of
Incorporation of the Company eliminates the personal liability of directors to
the fullest extent permitted by the Delaware Law.
<PAGE>
Section 145 of the Delaware Law ("Section 145"), in summary, empowers a
Delaware corporation, within certain limitations, to indemnify its officers,
directors, employees and agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by them in connection with any suit or proceeding other than by or on
behalf of the corporation, if they acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to a criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.
With respect to actions by or on behalf of the corporation, Section 145
permits a corporation to indemnify its officers, directors, employees and
agents against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit,
provided such person meets the standard of conduct described in the preceding
paragraph, except that no indemnification is permitted in respect of any claim
where such person has been found liable to the corporation, unless the Court of
Chancery or the court in which such action or suit was brought approves such
indemnification and determines that such person is fairly and reasonably
entitled to be indemnified.
Article Eight of the Certificate of Incorporation of the Company provides
for the indemnification of officers and directors and certain other parties
(the "Indemnitees") of the Company to the fullest extent permitted under the
Delaware Law; provided, that except in the case of proceedings to enforce
rights to indemnification, the Company shall indemnify such Indemnitee in
connection with a proceeding initiated by such Indemnitee only if such
proceeding was authorized by the Board.
Each of the employment agreements described under the caption "Management
- - Employment Agreements" in the Company's Registration Statement on Form S-1
filed with the Commission on June 21, 1996, as amended, 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 - Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.
24 - Power of Attorney (included on signature page).
ITEM 9.UNDERTAKINGS
(a) The undersigned registrant hereby undertakes: (i) 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
<PAGE>
registration
statement; (ii) 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 (iii) 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, as amended, 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the registrant's Certificate of
Incorporation or by-laws, 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.
<PAGE>
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 New York, State of New York, on August 23,
1996.
CAPSTAR HOTEL COMPANY
By: /S/ PAUL W. WHETSELL
Name: Paul W. Whetsell
Title: President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul W. Whetsell and William M. Karnes, such
person's true and lawful attorney-in-fact and agents, with full power of
substitution and revocation, for such person and in such person's name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement or any Registration
Statement filed pursuant to Rule 462 under the Securities Act of 1933, and to
file the same with all exhibits thereto, and the other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done,
as fully to all intents and purposes as such person might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/S/ PAUL W. WHETSELL President, Chief Executive August 23, 1996
Paul W. Whetsell Officer and Chairman of the
Board (Principal Executive
Officer)
/S/ DAVID E. MCCASLIN Chief Operating Officer and August 23, 1996
David E. McCaslin Director
<PAGE>
/S/ WILLIAM M. KARNES Senior Executive Vice August 23, 1996
William M. Karnes President, Finance and Chief
William M. Karnes Financial Officer (Principal
Financial and Accounting
Officer)
/S/ DANIEL L DOCTOROFF Director August 23, 1996
Daniel L. Doctoroff
/S/ BRADFORD E. BERNSTEIN Director August 23, 1996
Bradford E. Bernstein
/S/ WILLIAM S. JANES Director August 23, 1996
William S. Janes
- -------------------- Director
Joseph McCarthy
- -------------------- Director
Edward L. Cohen
- -------------------- Director
Edwin T. Burton, III
- -------------------- Director
Edward P. Dowd
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INDEX TO EXHIBITS
EXHIBITS
5 - Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.
24 - Power of Attorney (included on the signature page).
[Letterhead of Paul, Weiss, Rifkind, Wharton & Garrison]
August 23, 1996
CapStar Hotel Company
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
CapStar Hotel Company
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement
dated August 23, 1996, as amended (the "Registration Statement"), filed
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), and the Rules and Regulations
promulgated thereunder (the "Rules"), we have been requested by CapStar
Hotel Company (the "Company"), to furnish our opinion as to the legality
of (i) 1,740,000 shares of the Company's Common Stock, par value $.01 per
shares (the "Common Stock"), reserved for issuance upon the exercise of
options granted under the Company's Equity Incentive Plan and
(ii) 500,000 shares of Common Stock reserved for issuance upon the
exercise of rights granted under the Company's Employee Stock Purchase Plan
(together with the Equity Incentive Plan, the "Plans").
<PAGE>
CapStar Hotel Company 2
In connection with the furnishing of this opinion, we have
reviewed the Registration Statement, the Plans, originals, or copies
certified or otherwise identified to our satisfaction, of the Company's
Amended and Restated Certificate of Incorporation and By-laws, each as in
effect on the date hereof, and records of certain of the Company's
corporate proceedings. We have also examined and relied upon
representations as to factual matters contained in certificates of
officers of the Company, and have made such other investigations of fact
and law and have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
records, certificates or other instruments, and upon such factual
information otherwise supplied to us, as in our judgment are necessary or
appropriate to render the opinion expressed below. In addition, we have
assumed, without independent investigation, the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals and the conformity of original documents to all documents
submitted to us as certified, photostatic, reproduced or conformed
copies, the authenticity of all such latter documents and the legal
capacity of all individuals who have executed any of the documents.
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CapStar Hotel Company 3
Based upon the foregoing, we are of the opinion that the Shares
have been duly authorized and that when the Shares have been issued and
paid for upon the exercise of options or rights granted under the Plans
in accordance with the terms thereof, they will be validly issued, fully
paid and nonassessable.
Our opinion expressed above is limited to the General
Corporation Law of the State of Delaware. Please be advised that no
member of this firm is admitted to practice in the State of Delaware.
Our opinion is rendered only with respect to the laws, and the rules,
regulations and orders thereunder, which are currently in effect.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
