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As filed with the Securities and Exchange Commission on October 2, 1997
Registration No. 333-
................................................................................
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
................................................................................
GAYLORD ENTERTAINMENT COMPANY*
(Exact name of registrant as specified in its charter)
DELAWARE 73-0664379
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
ONE GAYLORD DRIVE
NASHVILLE, TENNESSEE 37214
(Address of Principal Executive Offices) (Zip Code)
GAYLORD ENTERTAINMENT COMPANY 1997 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
F. M. WENTWORTH, JR.
ONE GAYLORD DRIVE
NASHVILLE, TENNESSEE 37214
(Name and address of agent for service)
(615) 316-6500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (**) price (**) fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 3,000,000 shares $29.34375 $88,031,250 $26,677
=====================================================================================================
</TABLE>
* Formerly known as New Gaylord Entertainment Company.
** The offering price is estimated solely for the purpose of determining
the amount of the registration fee. Such estimate has been calculated
in accordance with Rule 457(c) and Rule 457(h) and is based upon the
average of the high and low prices per share of the Registrant's Common
Stock as reported on the New York Stock Exchange on October 1, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Gaylord Entertainment Company,
formerly known as New Gaylord Entertainment Company (the "Registrant"), with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are hereby incorporated by reference as
of their respective dates:
(1) The Registrant's effective Registration Statement on Form 10,
containing among other things, audited financial statements
for the Registrant's latest fiscal year ended December 31,
1996.
(2) The description of the Registrant's Common Stock contained in
the effective Registration Statement on Form 10 filed by the
Registrant to register the Common Stock under the Exchange
Act, including all amendments and reports filed for the
purpose of updating such description prior to the termination
of the offering of the Common Stock offered hereby.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act after the date hereof and 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, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to authority conferred by DGCL Section 102(b)(7), the
Registrant's Restated Certificate of Incorporation, as amended, contains a
provision providing that no director of the Registrant shall be liable to it or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that such exemption from liability or limitation
thereof is not permitted under the DGCL as then in effect or as the same may be
amended. This provision is intended to eliminate the risk that a director might
incur personal liability to the Registrant or its stockholders for breach of the
duty of care.
DGCL Section 145 contains provisions permitting, and in some situations
requiring, Delaware corporations, such as the Registrant, to provide
indemnification to their officers and directors for losses and litigation
expenses incurred in connection with their service to the corporation in those
capacities. The By-laws of the Registrant contain provisions requiring
indemnification by the Registrant of, and advancement of expenses to, its
directors and officers to the fullest extent permitted by law. Among other
things, these provisions provide indemnification for the Registrant's officers
and directors against liabilities for judgments in and settlements of lawsuits
and other proceedings and for the advance and payment of fees and expenses
reasonably incurred by the director or officer in defense of any such lawsuit or
proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index (page II-6).
ITEM 9. UNDERTAKINGS.
A. The 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 of 1933, as
amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or
events arising after the effective date of the 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 paragraph (A)(1)(i) and (A)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
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(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 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 that is
incorporated by reference in the Registration Statement 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.
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 of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that is 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 Nashville, State of Tennessee, on the 1st day of
October, 1997.
GAYLORD ENTERTAINMENT COMPANY, formerly
known as New Gaylord Entertainment Company
By: /s/ Terry E. London
-------------------------------------
Terry E. London
President and Chief Executive
Officer
KNOW ALL BY THESE PRESENTS, each person whose signature appears below
hereby constitutes and appoints E. K. Gaylord II and Terry E. London, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents 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 said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, 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>
/s/ Edward L. Gaylord
- ------------------------- Chairman of the Board October 1, 1997
Edward L. Gaylord
/s/ Terry E. London
- ------------------------- President, Chief Executive Officer, October 1, 1997
Terry E. London Chief Financial Officer (Acting)
and Director (principal executive,
financial, and accounting officer)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ E. K. Gaylord II
- ------------------------------ Vice-Chairman of the Board October 1, 1997
E. K. Gaylord II
- ------------------------------ Director October __, 1997
Joe M. Rodgers
/s/ Christine Gaylord Everest
- ------------------------------ Director October 1, 1997
Christine Gaylord Everest
/s/ Martin C. Dickinson
- ------------------------------ Director October 1, 1997
Martin C. Dickinson
/s/ Mary Agnes Wilderotter
- ------------------------------ Director October 1, 1997
Mary Agnes Wilderotter
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
3.1 Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 of the Registrant's effective Registration Statement on
Form 10, as amended, relating to the Common Stock)
3.2 Restated Bylaws (incorporated by reference to Exhibit 3.2 of the
Registrant's effective Registration Statement on Form 10, as amended,
relating to the Common Stock)
4 Gaylord Entertainment Company 1997 Stock Option and Incentive Plan
(incorporated by reference to Annex VII of the definitive Proxy
Statement of Gaylord Entertainment Company filed as part of the
Registration Statement on Form S-4 of Westinghouse Electric
Corporation (No. 333-30455))
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included at Pages II-4 and II-5)
</TABLE>
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Exhibit 5
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
October 1, 1997
Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
RE: REGISTRATION STATEMENT ON FORM S-8
Dear Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1997 Stock Option and Incentive Plan (the "Plan") filed by you with the
Securities and Exchange Commission covering shares of common stock (the "Common
Stock") issuable pursuant to the Plan.
In so acting, we have examined and relied upon such records, documents, and
other instruments as in our judgment are necessary or appropriate in order to
express the opinion hereinafter set forth and have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Based on the foregoing, we are of the opinion that the Common Stock, when
issued pursuant to and in accordance with the Plan, will be duly and validly
issued, fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
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Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of Gaylord Entertainment
Company of our reports dated April 4, 1997 relating to the consolidated
financial statements of Gaylord Entertainment Company (formerly known as New
Gaylord Entertainment Company) included in its information statement on Form
10, as amended by Amendment No. 3, and to all references to our Firm included
in this registration statement.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
September 26, 1997
