<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
1875 SOUTH GRANT STREET, SUITE 650 94402
SAN MATEO, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
----------------
THE SIGNATURE RESORTS, INC.
PROFIT SHARING AND SAVINGS PLAN
----------------
ANDREW D. HUTTON, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
SIGNATURE RESORTS, INC.
1875 SOUTH GRANT STREET, SUITE 650
SAN MATEO, CALIFORNIA 94402
(650) 312-7171
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
TITLE OF EACH CLASS AMOUNT PROPOSED PROPOSED AMOUNT
OF SECURITIES OF SHARES MAXIMUM MAXIMUM OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE/(1)/ OFFERING PRICE/(1)/ FEE/(1)/
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 250,000 $19.69 $4,922,500 $1,453
$.01 par value
=================================================================================================
</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 on
the New York Stock Exchange on March 2, 1998, a date within five
business days prior to the date of filing of the registration
statement.
<PAGE>
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"), are incorporated as of their respective dates 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, 1997, June 30, 1997 and September 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 related 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 27, 1997;
(m) The Company's Current Report on Form 8-K filed with the
Commission on December 24, 1997;
(n) The Company's Current Report on Form 8-K filed with the
Commission on January 20, 1998;
(o) The Company's Current Report on Form 8-K filed with the
Commission on February 5, 1998; and
(p) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on January 21, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities and 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
-2-
<PAGE>
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.
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
judgements, 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 (1) 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.
-3-
<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 Internal Revenue Service determination letter regarding the Plan,
dated March 31, 1997.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Ernst & Young LLP
*23.3 Consent of KPMG
*24 Power of Attorney (included on page 6)
-----------------------
*Filed herewith
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 field 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
-4-
<PAGE>
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.
-5-
<PAGE>
SIGNATURES
The Company. Pursuant to the requirements of the Securities Act of 1933,
-----------
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 3rd day of
March 1998.
SIGNATURE RESORTS, INC.
By: /s/ Andrew D. Hutton
------------------------------------
Andrew D. Hutton
Vice President and General Counsel
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
--------
Trustees of the Signature Resorts, Inc. Profit Sharing and Savings Plan have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Mateo, State of
California, on this 3rd day of March 1998.
SIGNATURE RESORTS, INC. PROFIT SHARING
AND SAVINGS PLAN
By: /s/ Dewey W. Chambers
------------------------------------
Dewey W. Chambers
Trustee
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Osamu Kaneko Chairman of the Board March 3, 1998
- ---------------------------------- and Co-Chief Executive
Osamu Kaneko Officer (Principal
Executive Officer)
/s/ Andrew J. Gessow Director, President March 3, 1998
- ---------------------------------- and Co-Chief
Andrew J. Gessow Executive Officer
-6-
<PAGE>
/s/ Steven C. Kenninger Director, Chief March 3, 1998
- -------------------------------- Operating Officer and
Steven C. Kenninger Secretary
/s/ Michael A. Depatie Director, Executive March 3, 1998
- -------------------------------- Vice President and
Michael A. Depatie Chief Financial Officer
(Principal Financial
Officer)
/s/ James E. Noyes Executive Vice March 3, 1998
- -------------------------------- President and Director
James E. Noyes
/s/ Charles C. Frey Senior Vice President March 3, 1998
- -------------------------------- and Chief Accounting
Charles C. Frey Officer (Principal
Accounting Officer)
/s/ Sanford R. Climan Director March 3, 1998
- --------------------------------
Sanford R. Climan
/s/ Joshua S. Friedman Director March 3, 1998
- --------------------------------
Joshua S. Friedman
/s/ W. Leo Kiely III Director March 3, 1998
- --------------------------------
W. Leo Kiely III
/s/ Adam M. Aron Director March 3, 1998
- --------------------------------
Adam M. Aron
/s/ J. Taylor Crandall Director March 3, 1998
- --------------------------------
J. Taylor Crandall
-7-
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
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 Internal Revenue Service determination letter regarding
the Plan, dated March 31, 1997.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Ernst & Young LLP
*23.3 Consent of KPMG
*24 Power of Attorney (included on page 6)
-------------------
*Filed herewith
-8-
<PAGE>
EXHIBIT 5.1
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
2 CUPANIA CIRCLE
MONTEREY PARK, CA 91755-7431 Employer Identification Number:
95-4486367
Date: Mar 31, 1997 File Folder Number:
951018432
ARGOSY/KOAR GROUP, INC. Person to Contact:
C/O KIRK F. MALDONADO RUTH CHEN
C/O RIORDAN & MCKINZIE Contact Telephone Number:
695 TOWN CENTER DRIVE, SUITE 1500 (213) 725-0950
COSTA MESA, CA 92626 Plan Name:
ARGOSY/KOAR GROUP, INC.
PROFIT SHARING AND SAVINGS PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of this plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some events that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the plan adopted on 01-03-96.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefitting for purposes of demonstrating that
the plan satisfies the minimum coverage requirements of
<PAGE>
-2-
ARGOSY/KOAR GROUP, INC.
section 410(b) of the Code.
Except as otherwise specified this letter may not be relied upon with
respect to whether the plan satisfies the qualification requirements as amended
by the Uruguay Round Agreements Act, Pub. L. 103-465 and by the Small Business
Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the requirements
of Code section 401(a)(26).
The information on the enclosed Publication 794 is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Steven A. Jensen
Steven A. Jensen
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
<PAGE>
-3-
ARGOSY/KOAR GROUP, INC.
This plan also satisfies the requirements of Code section 401(k).
This plan does not provide for contributions on behalf of participants with less
than one thousand hours of service during the plan year and/or does not provide
for contributions on behalf of participants not employed on the last day of the
plan year. The provision(s) may, in operation, cause this plan to fail the
coverage requirements of IRC 410(b) and/or the participation requirements of
IRC 401(a)(26). If this discrimination occurs, this plan will not remain
qualified.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in the Form S-8 Registration Statement filed by
Signature Resorts, Inc. on or around February 26, 1998, under the Securities Act
of 1933 to register 250,000 shares of $0.01 par value Common Stock, of our
report included in Signature Resorts, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, and our report included in 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 our
report included in Signature Resorts, Inc.'s Form 8-K filed on December 24, 1997
(which supercedes all previously filed reports due to subsequent business
combinations accounted for by the pooling of interests method), and to all
references to our Firm included in this Registration Statement.
Arthur Andersen LLP
February 26, 1998,
Orlando, Florida
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and 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 further amended by the Current
Report on Form 8-K/A filed on October 22, 1997 of Signature Resorts, Inc., and
included in the Current Report on Form 8-K filed on December 24, 1997, in the
Registration Statement on Form S-8 (Registration No. 333- ) and related
Prospectus of Signature Resorts, Inc. for the registration of 250,000 shares of
its common stock.
Ernst & Young LLP
Phoenix, Arizona
February 26, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
LSI Group Holdings Plc
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Signature Resorts, Inc. filed on or about 26 February 1998 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 and
in the Current Report on Form 8-K of Signature Resorts, Inc. filed on 24
December 1997.
/s/ KPMG
Chartered Accountants
Preston, England
26 February 1998
