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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1996
Registration No. 333-________
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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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SIGNATURE RESORTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 95-4582157
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5933 WEST CENTURY BLVD., SUITE 210 90045
LOS ANGELES, CALIFORNIA (Zip Code)
(Address of principal executive offices)
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THE 1996 EQUITY PARTICIPATION PLAN AND
THE EMPLOYEE STOCK PURCHASE PLAN
FOR EMPLOYEES OF SIGNATURE RESORTS, INC.
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Copy to:
ANDREW D. HUTTON, ESQ. EDWARD SONNENSCHEIN, JR., ESQ.
VICE PRESIDENT AND GENERAL COUNSEL LATHAM & WATKINS
SIGNATURE RESORTS, INC. 633 WEST FIFTH STREET
5933 WEST CENTURY BLVD., SUITE 210 SUITE 4000
LOS ANGELES, CALIFORNIA 90045 LOS ANGELES, CALIFORNIA 90071
(310) 348-1000 (213) 485-1234
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Proposed
Amount Proposed Maximum
of Shares Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Share(1) Price(1) Fee (1)
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 2,250,000 $31.50 $70,312,500 $21,307
</TABLE>
(1) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, based on the average of the high and low prices reported in the
consolidated reporting system on October 29, 1996, a date within five
business days prior to the date of filing of the registration statement.
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PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Signature Resorts, Inc., a Maryland corporation (the
"Company" and the "Registrant"), are incorporated as of their respective dates
in this Registration Statement by reference:
(a) The final prospectus used in connection with the Company's initial
public offering of the Company's common stock, par value $.01 per
share (the "Common Stock"), as included in Amendment No. 4 to the
Company's Registration Statement on Form S-1 (File No. 333-06027)
filed with the Commission, on August 15, 1996; and
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on August 13, 1996.
All documents 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 securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing 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 document 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 of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
2
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Item 6. Indemnification of Directors and Officers
Maryland law presently permits the liability of directors and officers to
a corporation or its stockholders for money damages to be limited, except (i) to
the extent that it is proved that the director or officer actually received an
improper benefit or profit, or (ii) if a judgment or other final adjudication is
entered in a proceeding based on a finding that the director's or officer's
action, or failure to act, was the result of active and deliberate dishonesty
and was material to the cause of action adjudicated in the proceeding. This
provision does not limit the ability of the Company or its stockholders to
obtain other relief, such as an injunction or rescission.
The Company's Charter and Bylaws require the Company to indemnify its
directors, officers and certain other parties to the fullest extent permitted
from time to time by Maryland law.
The Maryland General Corporation Law presently permits a corporation to
indemnify its directors, officers and certain other parties 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 to the corporation, unless it is established that (i) the act or
omission of the indemnified party was material to the matter giving rise to the
proceeding, and (l) was committed in bad faith or (2) was the result of active
and deliberate dishonesty; or (ii) the indemnified party actually received an
improper personal benefit in money, property or services; or (iii) in the case
of any criminal proceeding, the indemnified party had reasonable cause to
believe that the act or omission was unlawful. Indemnification may be made
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by the director or officer in connection with the proceeding;
provided, however, that if the proceeding is one by or in the right of the
corporation, indemnification may not be made with respect to any proceeding in
which the director or officer has been adjudged to be liable to the corporation.
In addition, a director or officer may not be indemnified with respect to any
proceeding charging improper personal benefit to the director or officer in
which the director or officer was adjudged to be liable on the basis that
personal benefit was improperly received. The termination of any proceeding by
conviction, or upon a plea of nolo contendere or its equivalent, or an entry of
any order of probation prior to judgment creates a rebuttable presumption that
the director or officer did not meet the requisite standard of conduct required
for indemnification to be permitted.
The Company has obtained a directors and officers liability insurance
policy with total coverage in the aggregate amount of $15 million. The
directors and officers liability insurance insures (i) the directors and
officers of the Company from any claim arising out of an alleged wrongful act by
such persons while acting as directors and officers of the Company, (ii) the
Company to the extent that it has indemnified the directors and officers for
such loss, and (iii) the Company for losses incurred in connection with claims
made against the Company for covered wrongful acts.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5.1 Opinion of Latham & Watkins
23.1 Consent of Latham & Watkins (included as part of Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP
23.3 Consent of Coopers & Lybrand, LLP
24.1 Power of Attorney (included on page 5)
3
<PAGE>
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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
the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information included in a post-effective amendment by those paragraphs
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
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.
(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, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 herein, 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 Registrant pursuant to the foregoing provisions, 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Los Angeles, California, on this 1st day of November,
1996.
SIGNATURE RESORTS, INC.
By: /s/ Andrew D. Hutton
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Andrew D. Hutton
Vice President and General Counsel
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capacity
and on the dates indicated. Each person whose signature appears below hereby
authorizes Andrew J. Gessow, Steven C. Kenninger and Andrew D. Hutton, as
attorney-in-fact, with full power of substitution, to sign on his behalf,
individually and in such capacity stated below, and to file any amendments,
including post-effective amendments or supplements to this Registration
Statement.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Osamu Kaneko Chairman of the Board and Chief November 1, 1996
- ----------------------- Executive Officer (Principal
Osamu Kaneko Executive Officer)
/s/ Andrew J. Gessow Director and President November 1, 1996
- -----------------------
Andrew J. Gessow
/s/ Steven C. Kenninger Director, Chief Operating Officer November 1, 1996
- ----------------------- and Secretary
Steven C. Kenninger
/s/ Charles C. Frey Chief Financial Officer and November 1, 1996
- ----------------------- Treasurer (Principal Financial and
Charles C. Frey Accounting Officer)
/s/ James E. Noyes Executive Vice President and November 1, 1996
- ----------------------- Director
James E. Noyes
</TABLE>
5
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<TABLE>
<S> <C> <C>
/s/ Juergen Bartels Director November 1, 1996
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Juergen Bartels
/s/ Stanford R. Climan Director November 1, 1996
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Sanford R. Climan
/s/ Joshua S. Friedman Director November 1, 1996
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Joshua S. Friedman
/s/ W. Leo Kiely III Director November 1, 1996
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W. Leo Kiely III
</TABLE>
6
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
5.1 Opinion of Latham & Watkins
23.1 Consent of Latham & Watkins (included in Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP
23.3 Consent of Coopers & Lybrand, LLP
24.1 Power of Attorney (included on page 5 of this Registration
Statement)
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
November 1, 1996
Signature Resorts, Inc.
5933 West Century Boulevard
Suite 210
Los Angeles, California 90045
Re: Signature Resorts, Inc. -- Common Stock, par value $0.01 per
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share
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Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement"), which you intend to file with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of 2,250,000 shares of Common Stock, par value $0.01
per share (the "Shares"), to be sold by Signature Resorts, Inc. (the "Company")
under The 1996 Equity Participation Plan of Signature Resorts, Inc. and The
Employee Stock Purchase Plan for Employees of Signature Resorts, Inc. (the
"Plans"). We are familiar with the proceedings undertaken in connection with
the authorization, issuance and sale of the Shares. Additionally, we have
examined such questions of law and fact as we have considered necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and upon issuance of the Shares under the terms of the
Plans and delivery and payment therefor of consideration set forth in the
Maryland General Corporation Law at least equal to the aggregate par value of
the Shares issued, such Shares will be validly issued, fully paid and
nonassessable.
We consent to your filing this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
LATHAM & WATKINS
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 8, 1996 appearing in the
Prospectus which is a part of Amendment No. 4 to the Registration Statement of
Signature Resorts, Inc. on Form S-1 (No. 333-06027) dated August 15, 1996.
ERNST & YOUNG LLP
Los Angeles, California
October 31, 1996
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated February 9, 1995 and March 16, 1995,
appearing in the Prospectus which is a part of Amendment No. 4 to the
Registration Statement of Signature Resorts, Inc. on Form S-1 (No. 333-06027)
dated August 15, 1996, on our audits of the financial statements of Fall Creek
Resort, L.P. and Cypress Pointe Resorts, L.P., respectively, as of December 31,
1994 and for each of the two years in the period then ended, which financial
statements are not presented separately in the aforementioned Prospectus.
COOPERS & LYBRAND L.L.P.
Orlando, Florida
October 31, 1996
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated March 29, 1996 and April 9, 1996,
appearing in the Prospectus which is a part of Amendment No. 4 to the
Registration Statement of Signature Resorts, Inc. on Form S-1 (No. 333-06027)
dated August 15, 1996, on our audits of the financial statements of AKGI
Flamingo CVoa and AKGI Royal Palm CVoa, respectively, as of December 31,
1995 and for the period May 23, 1995 through December 31, 1995, which financial
statements are not presented separately in the aforementioned Prospectus.
COOPERS & LYBRAND L.L.P.
Phillipsburg, St. Maarten
October 31, 1996
