<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1997
Registration No. 333-15361
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------
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.)
1875 SOUTH GRANT STREET, SUITE 650 94402
SAN MATEO, CALIFORNIA (Zip Code)
(Address of principal executive offices)
------------------
THE 1996 EQUITY PARTICIPATION PLAN, AS AMENDED;AND
THE EMPLOYEE STOCK PURCHASE PLAN
FOR EMPLOYEES OF SIGNATURE RESORTS, INC., AS AMENDED
------------------
ANDREW D. HUTTON Copy to:
VICE PRESIDENT AND GENERAL COUNSEL
SIGNATURE RESORTS, INC. JOHN M. NEWELL, ESQ.
1875 SOUTH GRANT STREET, SUITE 650 LATHAM & WATKINS
SAN MATEO, CALIFORNIA 94402 633 WEST FIFTH STREET, SUITE 4000
(650) 312-7171 LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------
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(1) Per Share(2) Price(2) Fee (3)
- - ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 4,500,000 $26.22 $29,497,500 $8,939
</TABLE>
(1) Includes 3,375,000 shares of Common Stock registered in the initial filing
of the Registration Statement on November 1, 1996 and gives effect to the
Company's three-for-two stock split (the "Stock Split") in the form of a
Common Stock dividend paid on October 27, 1997 to stockholders of record on
October 10, 1997.
(2) Estimated solely for the purpose of calculating the registration fee for the
1,125,000 post-Stock Split additional shares registered in this Amendment
No. 1. Pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
the calculation is based on the average of the high and low prices reported
on the Nasdaq National Market on November 11, 1997.
(3) A $21,478 registration fee was paid in connection with the initial filing of
the Registration Statement on November 1, 1996 with respect to the initial
3,375,000 shares registered.
<PAGE>
This Amendment No. 1 amends the Registration Statement on Form S-8 (File
No. 333-15361) (the "Form S-8") filed by Signature Resorts, Inc. (the "Company")
on November 1, 1996 and is being filed to increase the number of shares
registered in connection with the Company's 1996 Equity Participation Plan, as
amended, and the Company's Employee Stock Purchase Plan, as amended, from
3,375,000 shares to 4,500,000 shares. All information in this Amendment No. 1
has been restated to reflect a three-for-two stock split in the form of a Common
Stock dividend paid on October 27, 1997 to stockholders of record on October 10,
1997. The contents of the Company's Form S-8 are incorporated herein by
reference.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by the Company are
incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, and June 30, 1997;
(c) The Company's amended Quarterly Report on Form 10-Q/A for the
quarter ended March 31, 1997, filed with the Commission on
October 6, 1997;
(d) The Company's Proxy Statement dated April 11, 1997 relating to the
Annual Meeting of Stockholders held on May 16, 1997;
(e) The Company's Current Report on Form 8-K filed with the Commission on
May 30, 1997;
(f) The Company's amended Current Report on Form 8-K/A filed with the
Commission on July 29, 1997;
(g) The Company's Current Report on Form 8-K filed with the Commission on
September 9, 1997;
(h) The Company's Current Report on Form 8-K filed with the Commission on
September 12, 1997;
(i) The Company's Current Report on Form 8-K filed with the Commission on
October 6, 1997;
(j) The Company's amended Current Report on Form 8-K/A filed with the
Commission on October 10, 1997;
(k) The Company's amended Current Report on Form 8-K/A filed with the
Commission on October 22, 1997;
(l) The Company's Current Report on Form 8-K filed with the Commission on
October 24, 1997; and
(m) 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, 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.
2
<PAGE>
Item 8. Exhibits
4.1 Indenture dated as of January 15, 1997 by and between Signature
Resorts, Inc. and Norwest Bank Minnesota, National Association,
as trustee for the 5 3/4% Convertible Subordinated Notes of
Signature Resorts, Inc. due 2007 (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1
(No. 333-30285)
4.2 Indenture dated as of August 1, 1997 by and between Signature
Resorts, Inc. and Norwest Bank Minnesota, National Association,
as trustee for the 9 3/4% Senior Subordinated Notes of Signature
Resorts, Inc. due 2007 (incorporated by reference to Exhibit 4.2
to the Company's Registration Statement on Form S-3
(No. 333-30285)
*5.1 Opinion of Ballard Spahr Andrews & Ingersoll
*10.1 Second Amendment to 1996 Equity Participation Plan of Signature
Resorts, Inc. dated as of October 24, 1997
*10.2 First Amendment to Employee Stock Purchase Plan of Signature
Resorts, Inc. effective as of November 1, 1997
*23.1 Consent of Ballard Spahr Andrews & Ingersoll (included as part of
Exhibit 5.1)
*23.2 Consent of Arthur Andersen LLP
*23.3 Consent of Ernst & Young LLP
*23.4 Consent of KPMG
24 Power of Attorney
- - -----------------
* Filed herewith
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 San Mateo, California, on this 12th day of November,
1997.
SIGNATURE RESORTS, INC.
By: /s/ Andrew D. Hutton
-----------------------
Andrew D. Hutton
Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Registration Statement on Form S-8 has been signed below
by the following persons in their capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board and Co- November 12, 1997
- - ---------------------- Chief Executive Officer
Osamu Kaneko (Principal Executive Officer)
* Director, President and Co-Chief November 12, 1997
- - ---------------------- Executive Officer
Andrew J. Gessow
* Director, Chief Operating November 12, 1997
- - ---------------------- Officer and Secretary
Steven C. Kenninger
* Director, Executive Vice November 12, 1997
- - ---------------------- President and Chief Financial
Michael A. Depatie Officer (Principal Financial
Officer)
* Executive Vice President and November 12, 1997
- - ---------------------- Director
James E. Noyes
* Senior Vice President and Chief November 12, 1997
- - ---------------------- Accounting Officer (Principal
Charles C. Frey Accounting Officer)
* Director November 12, 1997
- - ----------------------
Juergen Bartels
<PAGE>
* Director November 12, 1997
- - ----------------------
Sanford R. Climan
* Director November 12, 1997
- - ----------------------
Joshua S. Friedman
* Director November 12, 1997
- - ----------------------
W. Leo Kiely III
Director
- - ----------------------
Adam M. Aron
Director
- - ----------------------
J. Taylor Crandall
* By /s/ Andrew D. Hutton
--------------------------------
Andrew D. Hutton
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- - ------- ----
<S> <C>
4.1 Indenture dated as of January 15, 1997 by and between Signature
Resorts, Inc. and Norwest Bank Minnesota, National
Association, as trustee for the 5 3/4% Convertible Subordinated
Notes of Signature Resorts, Inc. due 2007 (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (No. 333-30285)
4.2 Indenture dated as of August 1, 1997 by and between Signature
Resorts, Inc. and Norwest Bank Minnesota, National
Association, as trustee for the 9 3/4% Senior Subordinated Notes
of Signature Resorts, Inc. due 2007 (incorporated by reference
to Exhibit 4.2 to the Company's Registration Statement on
Form S-3 (No. 333-30285)
*5.1 Opinion of Ballard Spahr Andrews & Ingersoll
*10.1 Second Amendment to 1996 Equity Participation Plan of
Signature Resorts, Inc. dated as of October 24, 1997
*10.2 First Amendment to Employee Stock Purchase Plan of Signature
Resorts, Inc. effective as of November 1, 1997
*23.1 Consent of Ballard Spahr Andrews & Ingersoll (included as part
of Exhibit 5.1)
*23.2 Consent of Arthur Andersen LLP
*23.3 Consent of Ernst & Young LLP
*23.4 Consent of KPMG
24 Power of Attorney
- - ------------------
* Filed herewith
</TABLE>
<PAGE>
Exhibit 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]
November 12, 1997
Signature Resorts, Inc.
1875 South Grant Street
Suite 650
San Mateo, California 94402
Re: Signature Resorts, Inc., a Maryland corporation (the "Company") -
Registration Statement on Form S-8 (Registration No. 333-15361) and
Post-Effective Amendment No. 1 to Form S-8, pertaining to Four Million
Five Hundred Thousand (4,500,000) Shares (the "Shares") of common
stock, par value one cent per share ("Common Stock") pursuant to the
1996 Equity Participation Plan, as amended and the Employee Stock
------------------
Purchase Plan, as amended (collectively, the "Plans")
-----------------------------------------------------
Ladies and Gentlemen:
In connection with the registration of the Shares under the Securities Act
of 1933, as amended, by the Company on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on November 12, 1997 and Post-Effective
Amendment No. 1 to Form S-8 filed or to be filed with the Commission on or about
November 11, 1997 (collectively, the "Registration Statement"), you have
requested our opinion with respect to the matters set forth below.
We have acted as special Maryland corporate counsel for the Company in
connection with the matters described herein. In our capacity as special
Maryland corporate counsel to the Company, we have reviewed and are familiar
with proceedings taken and proposed to be taken by the Company in connection
with the authorization, issuance and sale of the Shares, and for purposes of
this opinion have assumed such proceedings will be timely completed in the
manner presently proposed. In addition, we have relied upon certificates and
advice from the officers of the Company upon which we believe we are justified
in relying and on various certificates from, and documents recorded with, the
State Department of Assessments and Taxation of Maryland (the "SDAT"), including
the charter of the Company (the "Charter"), consisting of Articles of
Incorporation filed with the SDAT on May 28, 1996, Articles of Amendment filed
with the SDAT on June 13, 1996 and Articles of Amendment filed with the SDAT on
August 20, 1996. We have also examined the Bylaws of the Company as adopted on
May 28, 1996 and amended through the date hereof (the "Bylaws") and resolutions
of the Board of Directors of the Company and the stockholders of the Company
adopted on or before the date hereof and in full force and effect on the date
hereof and such other laws, records, documents, certificates, opinions and
instruments as we have deemed necessary to render this opinion.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as certified, photostatic or conformed copies. In
addition, we have assumed that each person executing
<PAGE>
any instrument, document or certificate referred to herein on behalf of any
party is duly authorized to do so.
Based on the foregoing, and subject to the assumptions and qualifications
set forth herein, it is our opinion that the Shares have been duly reserved for
issuance by the Company as direct stock awards or upon the exercise of options
granted under the Plans, and when such Shares are duly authorized for issuance
by the Board of Directors and are issued and delivered as direct stock awards or
upon the exercise of options under the Plans and the consideration for such
Shares has been received in full by the Company, all in accordance with the
Plans and any such options, such Shares will be validly issued, fully paid and
non-assessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement, and further consent to the filing of this opinion as an exhibit to
the applications to securities commissioners for the various states of the
United States for registration of the Shares. We also consent to the
identification of our firm as Maryland counsel to the Company in the section of
the Prospectus (which is part of the Registration Statement) entitled "Legal
Matters".
The opinions expressed herein are limited to the laws of the State of
Maryland and we express no opinion concerning any laws other than the laws of
the State of Maryland. Furthermore, the opinions presented in this letter are
limited to the matters specifically set forth herein and no other opinion shall
be inferred beyond the matters expressly stated.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
EXHIBIT 10.1
SECOND AMENDMENT TO 1996 EQUITY PARTICIPATION PLAN
--------------------------------------------------
THIS SECOND AMENDMENT TO 1996 EQUITY PARTICIPATION PLAN, dated as of
October 24, 1997, is made and adopted by SIGNATURE RESORTS, INC., a Maryland
corporation (the "Company"). Capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed to them in the 1996 Equity
Participation Plan (as defined below).
RECITALS
--------
WHEREAS, the Company adopted the 1996 Equity Participation Plan of
Signature Resorts, Inc. on June 13, 1996 (as amended by the First Amendment to
1996 Equity Participation Plan dated as of May 16, 1997, the "1996 Equity
Participation Plan");
WHEREAS, the Company desires to amend the 1996 Equity Participation
Plan; and
WHEREAS, this Second Amendment was adopted by the Board of Directors of
the Company on October 24, 1997.
NOW THEREFORE, in consideration of the foregoing, the Company hereby
amends the 1996 Equity Participation Plan as follows:
1. Section 10.3(e) of the 1996 Equity Participation Plan is hereby
amended and restated in its entirety as follows:
"(e) In the event of any Corporate Transaction or Change in Control,
each outstanding Option, Performance Award, Stock Appreciation Right,
Dividend Equivalent, Stock Payment, Restricted Stock or Deferred Stock
award shall, immediately prior to the effective date of the Corporate
Transaction or Change in Control, automatically become fully exercisable
for all of the shares of Common Stock underlying such right, as applicable,
and may be exercised for any or all of those shares as fully-vested shares
of Common Stock."
2. This Second Amendment shall be and is hereby incorporated in and
forms a part of the 1996 Equity Participation Plan.
3. All other terms and provisions of the 1996 Equity Participation
Plan shall remain unchanged except as specifically modified herein.
4. The 1996 Equity Participation Plan, as amended by this Second
Amendment, is hereby ratified and confirmed.
5. This Second Amendment shall be interpreted and enforced under the
internal laws of the State of Maryland without regard to conflicts of laws
thereof.
[Signature Page to Follow]
<PAGE>
I hereby certify that the foregoing Amendment was duly adopted by the
Board of Directors of Signature Resorts, Inc. on October 24, 1997.
/s/ Steven C. Kenninger
-------------------------------------
Steven C. Kenninger
Director, Chief Operating Officer and
Secretary
S-1
<PAGE>
EXHIBIT 10.2
FIRST AMENDMENT TO EMPLOYEE STOCK PURCHASE PLAN
-----------------------------------------------
THIS FIRST AMENDMENT TO EMPLOYEE STOCK PURCHASE PLAN, effective as of
November 1, 1997, is made and adopted by SIGNATURE RESORTS, INC., a Maryland
corporation (the "Company"). Capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed to them in the Employee Stock
Purchase Plan (as defined below).
RECITALS
--------
WHEREAS, the Company adopted the Employee Stock Purchase Plan of Signature
Resorts, Inc. on June 13, 1996 (the "Employee Stock Purchase Plan");
WHEREAS, the Company desires to amend the Employee Stock Purchase Plan; and
WHEREAS, this First Amendment was adopted by the Board of Directors of the
Company on October 24, 1997.
NOW THEREFORE, in consideration of the foregoing, the Company hereby amends
the Employee Stock Purchase Plan as follows:
1. Section 1(i) of the Employee Stock Purchase Plan is hereby amended and
restated in its entirety as follows:
"(i) "Eligible Employee" means an employee of the Company or any
Subsidiary Corporation (1) who does not, immediately after the option is
granted, own stock possessing five percent or more of the total combined
voting power or value of all classes of stock of the Company, a Parent
Corporation or a Subsidiary Corporation; (2) who has been employed by the
Company or any Subsidiary Corporation for not less than 90 days; (3) whose
customary employment is for more than 20 hours per week; and (4) whose
customary employment is for more than five months in any calendar year.
For purposes of paragraph (1), the rules of Section 424(d) of the Code with
regard to the attribution of stock ownership shall apply in determining the
stock ownership of an individual, and stock which an employee may purchase
under outstanding options shall be treated as stock owned by the employee.
During a leave of absence meeting the requirements of Treasury Regulation
1.421-7(h)(2), an individual shall be treated as an employee of the Company
or Subsidiary Corporation employing such individual immediately prior to
such leave. "Eligible Employee" shall not include any director of the
Company or any Subsidiary Corporation who does not render services to the
Company in the status of an employee within the meaning of Section 3401(c)
of the Code."
2. This First Amendment shall be and is hereby incorporated in and
forms a part of the Employee Stock Purchase Plan.
3. All other terms and provisions of the Employee Stock Purchase
Plan shall remain unchanged except as specifically modified herein.
4. The Employee Stock Purchase Plan, as amended by this First
Amendment, is hereby ratified and confirmed.
<PAGE>
5. This First Amendment shall be interpreted and enforced under the
internal laws of the State of Maryland without regard to conflicts of laws
thereof.
[Signature Page to Follow]
2
<PAGE>
I hereby certify that the foregoing Amendment was duly adopted by the Board
of Directors of Signature Resorts, Inc. on October 24, 1997.
/s/ Steven C. Kenninger
____________________________________
Steven C. Kenninger
Director, Chief Operating Officer and
Secretary
S-1
<PAGE>
Exhibit 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in Amendment No. 1 to Registration Statement No. 333-
15361 of our report included in Signature Resorts, Inc.'s Form 8-K filed on May
30, 1997, as amended by Signature Resorts, Inc.'s Form 8-K/A filed on July
29,1997 and our report included in Signature Resorts, Inc.'s Form 8-K filed on
September 9, 1997, as amended by Signature Resorts Inc.'s Form 8-K/A filed on
October 10, 1997 and as amended by Signature Resorts Inc.'s Form 8-K/A filed on
October 22, 1997, and to all references to our Firm included in this
Registration Statement.
Arthur Andersen LLP
November 7, 1997,
Orlando, Florida
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference 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, 1995 and for each of the two years in the period ended December 31, 1995,
included in the Current Report on Form 8-K filed on September 9, 1997, as
amended by the Current Report on Form 8-K/A filed on October 10, 1997 and as
amended by the Current Report on Form 8-K/A filed on October 22, 1997 of
Signature Resorts, Inc. in the Registration Statement (Amendment No. 1 to Form
S-8) of Signature Resorts, Inc. for the registration of shares of its common
stock.
ERNST & YOUNG LLP
Phoenix, Arizona
November 7, 1997
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
LSI Group Holdings Plc
We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement (No. 333-15361) on Form S-8 of Signature Resorts, Inc. of
our report dated 27 March 1997, with respect to the consolidated financial
statements of LSI Group Holdings Plc at 31 December 1995 and 1996 and for each
of the years in the three-year period ended 31 December 1996, which report
appears in the Current Report on Form 8-K of Signature Resorts, Inc. filed on 9
September 1997, as amended by the Current Report on Form 8-K/A of Signature
Resorts, Inc. filed on 10 October 1997 and as further amended by the Current
Report on Form 8-K/A of Signature Resorts, Inc. filed on 22 October 1997.
(signed) KPMG
Chartered Accountants
Preston, England
7 November 1997
