<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1997
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SIGNATURE RESORTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
MARYLAND 6552 95-4582157
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
5933 WEST CENTURY BOULEVARD, SUITE 210
LOS ANGELES, CALIFORNIA 90045
(310) 348-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
ANDREW D. HUTTON
VICE PRESIDENT AND GENERAL COUNSEL
SIGNATURE RESORTS, INC.
5933 WEST CENTURY BOULEVARD, SUITE 210
LOS ANGELES, CALIFORNIA 90045
(310) 348-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
COPIES TO:
<TABLE>
<S> <C>
JOHN M. NEWELL, ESQ. PETER T. HEALY, ESQ.
LATHAM & WATKINS O'MELVENY & MYERS LLP
633 W. FIFTH STREET 275 BATTERY STREET
SUITE 4000 EMBARCADERO CENTER WEST
LOS ANGELES, CALIFORNIA 90071 SAN FRANCISCO, CALIFORNIA 94111
(213) 485-1234 (415) 984-8833
</TABLE>
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
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, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement from the same offering. [X] Registration No. 333-18447
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
from the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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- ----------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER UNIT PRICE(2) FEE
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
% Convertible Subordinated
Notes due 2007.............. $23,000,000 100% $23,000,000 $6,970
Common Stock, $0.01 par value
per share................... (3) - - -
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
</TABLE>
(1) Includes $3,000,000 principal amount of Convertible Notes issuable upon
exercise of the Underwriters' over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(3) Such indeterminable number of shares of Common Stock as may be required for
issuance upon conversion of the Convertible Notes being registered
hereunder. Pursuant to Rule 457(i), no registration fee for such shares of
Common Stock is required.
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<PAGE>
The contents of the Registration Statement on Form S-1 (No. 333-18447), filed
by Signature Resorts, Inc. pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and declared effective on January 28, 1997 by the
Securities and Exchange Commission, are hereby incorporated by reference in
this Registration Statement.
2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF LOS ANGELES,
STATE OF CALIFORNIA, ON JANUARY 28, 1997.
SIGNATURE RESORTS, INC.
By: /s/ Andrew D. Hutton
----------------------------------
Name: Andrew D. Hutton
Title: Vice President and General
Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board and January 28, 1997
____________________________________ Chief Executive Officer
Osamu Kaneko (Principal Executive
Officer)
* Director and President January 28, 1997
____________________________________
Andrew J. Gessow
* Director, Chief Operating January 28, 1997
____________________________________ Officer and Secretary
Steven C. Kenninger
* Executive Vice President and January 28, 1997
____________________________________ Chief Financial Officer
Michael A. Depatie (Principal Financial
Officer)
* Executive Vice President and January 28, 1997
____________________________________ Director
James E. Noyes
* Senior Vice President and January 28, 1997
____________________________________ Chief Accounting Officer
Charles C. Frey (Principal Accounting
Officer)
* Director January 28, 1997
____________________________________
Juergen Bartels
* Director January 28, 1997
____________________________________
Sanford R. Climan
* Director January 28, 1997
____________________________________
Joshua S. Friedman
* Director January 28, 1997
____________________________________
W. Leo Kiely III
</TABLE>
By: /s/ Andrew D. Hutton
---------------------------------
Andrew D. Hutton
Attorney-in-fact
II-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
+ 5.1 Opinion of Ballard Spahr Andrews & Ingersoll regarding the
validity of the Common Stock being registered
(including consent).........................................
+ 5.2 Opinion of Latham & Watkins regarding the legality of
the Convertible Notes (including consent)..................
+23.1 Consent of Ballard Spahr Andrews & Ingersoll (included
as part of Exhibit 5.1).....................................
+23.2 Consent of Latham & Watkins (included as part of
Exhibit 5.2)................................................
*23.3 Consent of Arthur Andersen LLP...............................
*23.4 Consent of Ernst & Young LLP.................................
+24 Power of Attorney............................................
</TABLE>
- --------
*Filed herewith.
+Included as part of Registration No. 33-18447 and incorporated by reference
herein.
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the use of
our report (and to all references to our firm) included in or made a part of
this Registration Statement No. 333- .
Arthur Andersen LLP
January 28, 1997
Orlando, Florida
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of Signature Resorts, Inc. for the registration of $23 million of convertible
subordinated notes of our report dated May 31, 1996, except for Note 12, as to
which the date is July 1, 1996, with respect to the consolidated financial
statements of AVCOM International, Inc. as of December 31, 1994 and 1995 and
for each of the three years in the period ended December 31, 1995, included in
Amendment No. 3 to the Registration Statement (Form S-1 No. 333-18447) and
related Prospectus of Signature Resorts, Inc. for the registration of
4,600,000 shares of its common stock and $115 million of convertible
subordinated notes.
Ernst & Young LLP
Phoenix, Arizona
January 28, 1997
