<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1999
Registration No. 333-________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------
CANDLEWOOD HOTEL COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 48-1188025
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8621 East 21st Street North, Suite 200
Wichita, Kansas 67206
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
--------
1996 EQUITY PARTICIPATION PLAN
OF CANDLEWOOD HOTEL COMPANY, INC., AS AMENDED
(Full title of Plan)
--------
Warren D. Fix Copy to:
Executive Vice President, Charles K. Ruck
Chief Operating Officer and Secretary Latham & Watkins
Candlewood Hotel Company, Inc. 650 Town Center Drive, Twentieth Floor
8621 East 21st Street North, Suite 200 Costa Mesa, California 92626
Wichita, Kansas 67206 (714) 540-1235
(316) 631-1300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Proposed
Proposed Maximum
Title of Each Class Amount Maximum Aggregate Amount of
of Securities to to be Offering Price Offering Registration
be Registered Registered Per Share(1) Price(1) Fee(2)
- ------------------------ ----------------- ------------------ ----------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, 776,710 $2.696 $2,094,010.16 $583
$.01 par value per share
- ------------------------ ----------------- ------------------ ----------------- -----------------
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
The Proposed Average Offering Price Per Share is based upon (a) the per
share average weighted exercise price ($4.29) of previously granted
options exercisable for 257,550 shares and (b) the average ($1.91) of
the high and low sales price of the Registrant's Common Stock, as
reported on the Nasdaq Stock Market on September 16, 1999 (which were
$2.06 and $1.75, respectively), as to the 519,160 shares available for
future grants under the Registrant's 1996 Equity Participation Plan.
(2) On October 10, 1997, the Registrant paid a registration fee of $2,429
in connection with the registration of 900,000 shares of Common Stock
pursuant to its Registration Statement on Form S-8 (File No. 333-39219).
Pursuant to Instruction E of Form S-8, the Registrant is paying a
registration fee of $583 in connection with the registration of an
additional 776,710 shares of Common Stock pursuant to this Registration
Statement.
<PAGE> 2
PART I
The information called for in Part I of Form S-8 is not being prepared
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
This Registration Statement on Form S-8 relates to the amendment of the
1996 Equity Participation Plan of Candlewood Hotel Company, Inc. (the "1996
Plan"). A prior Registration Statement on Form S-8 (Registration No. 333-39219),
filed with the Commission on October 31, 1997, covered 900,000 shares of our
Common Stock, $.01 par value per share, authorized for issuance pursuant to the
1996 Plan. Our Board of Directors approved the First Amendment to the 1996
Equity Participation Plan of Candlewood Hotel Company, Inc. (the "First
Amendment" and, together with the 1996 Plan, the "Amended Plan") increasing the
number of shares of Common Stock reserved for issuance under the 1996 Plan from
900,000 to 1,676,710. Our stockholders approved the First Amendment at our 1998
Annual Meeting of Stockholders held on May 18, 1998. Accordingly, pursuant to
this registration statement, we are registering an additional 776,710 shares of
Common Stock for issuance pursuant to the Amended Plan.
Pursuant to General Instruction E of Form S-8, the Registrant hereby
incorporates by reference into this Registration Statement the information
contained in the Registrant's Registration Statement on Form S-8 (Registration
No. 333-39219) filed with the Commission on October 31, 1997.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements of the Company at December 31,
1998 and 1997, and for each of the two years in the period ended December 31,
1998, have been audited by Ernst & Young LLP, independent auditors, and for the
year ended December 31, 1996, by KPMG LLP, independent auditors, as set forth in
their respective reports thereon included in the Company's Annual Report on Form
10-K for the year ended December 31, 1998, and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the respective reports of Ernst & Young LLP and KPMG LLP pertaining to such
financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given on the authority of such firms as
experts in accounting and auditing.
ITEM 8. EXHIBITS
See Index to Exhibits on page E-1.
1
<PAGE> 3
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 Wichita, State of Kansas, on this 23rd day of
September, 1999.
CANDLEWOOD HOTEL COMPANY, INC.
By: /s/ Warren D. Fix
--------------------------------------
Warren D. Fix
Chief Financial Officer
POWER OF ATTORNEY
Each of the undersigned officers and directors of Candlewood Hotel
Company, Inc. hereby severally constitutes and appoints each of Jack P. DeBoer
and Warren D. Fix as attorney-in-fact for the undersigned, in any and all
capacities, with full power of substitution, to sign any amendments to this
Registration Statement (including post-effective amendments), and to file the
same with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each such attorney-in-fact,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each such attorney-in-fact may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in their
respective capacities with Candlewood Hotel Company, Inc. and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jack P. DeBoer Director, Chairman of the Board and September 22, 1999
- -------------------------- Chief Executive Officer (Principal
Jack P. DeBoer Executive Officer)
/s/ Warren D. Fix Director, Executive Vice President, September 22, 1999
- -------------------------- Chief Financial Officer and Secretary
Warren D. Fix (Principal Financial Officer)
/s/ Gary E. Costley Director September 22, 1999
- --------------------------
Gary E. Costley
/s/ Robert J. Cresci Director September 22, 1999
- --------------------------
Robert J. Cresci
/s/ Richard J. Ferris Director September 22, 1999
- --------------------------
Richard J. Ferris
/s/ Thomas L. Keltner Director September 22, 1999
- --------------------------
Thomas L. Keltner
/s/ Robert S. Morris Director September 22, 1999
- --------------------------
Robert S. Morris
</TABLE>
2
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Thomas H. Nielsen Director September 22, 1999
- --------------------------
Thomas H. Nielsen
/s/ Frank J. Pados, Jr. Director September 22, 1999
- --------------------------
Frank J. Pados, Jr.
/s/ William L. Perocchi Director September 22, 1999
- --------------------------
William L. Perocchi
/s/ Tony M. Salazar Director September 13, 1999
- --------------------------
Tony M. Salazar
/s/ Thomas W. Storey Director September 22, 1999
- --------------------------
Thomas W. Storey
</TABLE>
3
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
- -------
<S> <C>
4.1 Specimen Certificate of Common Stock (Incorporated by
reference from Candlewood Hotel Company, Inc.'s Registration
Statement on Form S-1 (Registration No. 333-12021)).
4.2 Form of Warrant (Incorporated by reference from Candlewood
Hotel Company, Inc.'s Current Report on Form 8-K/A filed
August 6, 1998).
4.3 Amended and Restated Stockholders Agreement dated as of July 10,
1998 (Incorporated by reference from Candlewood Hotel Company,
Inc.'s Current Report on Form 8-K/A filed August 10, 1998).
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 KPMG LLP.
24.1 Power of Attorney (Incorporated in the signature page to this
registration statement).
</TABLE>
E-1
<PAGE> 1
Exhibit 5.1
[Latham & Watkins Letterhead]
September 23, 1999
Board of Directors
Candlewood Hotel Company, Inc.
8621 East 21st Street North, Suite 200
Wichita, Kansas 67026
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8 (the "Registration Statement") to be filed by you with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of an additional 776,710 shares (the "Shares") of
common stock, $0.01 par value, of Candlewood Hotel Company, Inc. (the
"Company"), pursuant to the 1996 Equity Participation Plan of Candlewood Hotel
Company, Inc., as amended (the "Plan").
We have examined such matters of fact and questions of law as we
have considered appropriate for purposes of rendering the opinions expressed
below.
We are opining herein as to the effect on the subject transaction
of only the General Corporation Law of the State of Delaware (including
statutory and reported decisional law) and we assume no responsibility as to the
application to the subject transaction, or the effect thereon, of any other
laws, of the laws of any other jurisdiction or as to any matters of municipal
law or the laws of any other local agencies within any other state.
Subject to the foregoing and in reliance thereon, we are of the
opinion that, as of the date hereof, upon the issuance and sale of the Shares,
each in the manner contemplated by the Registration Statement and each in
accordance with the terms of the Plan, and subject to the Company completing all
action and proceedings required on its part to be taken prior to the issuance of
the Shares pursuant to the terms of the Plan and the Registration Statement,
including, without limitation, collection of required payment for the Shares,
the Shares will be legally and validly issued, fully paid and nonassessable
securities of the Company.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours
/s/ Latham & Watkins
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1996 Equity Participation
Plan of Candlewood Hotel Company, Inc., as amended, and to the incorporation by
reference therein of our report dated February 13, 1999, with respect to the
consolidated financial statements and schedules of Candlewood Hotel Company,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
September 20, 1999
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Candlewood Hotel Company, Inc.:
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement on Form S-8 of Candlewood
Hotel Company, Inc. and to the incorporation by reference therein of our report
dated February 21, 1997, with respect to the consolidated statements of
operations, stockholders' equity and cash flows for the year ended December 31,
1996, which report appears in December 31, 1998 annual report on Form 10-K of
Candlewood Hotel Company, Inc.
/s/ KPMG LLP
Wichita, Kansas
September 21, 1999
