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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 AMENDED AND RESTATED
1997 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
THOMAS J. SHERRARD
SHERRARD & ROE PLC
424 CHURCH STREET, SUITE 2000
NASHVILLE, TENNESSEE 37219
(Name and Address of Agent for Service)
(615) 742-4200
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Offering Registration
Registered Registered Per Share(*) Price Fee
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<S> <C> <C> <C> <C>
Common Stock 1,250,000 shares $26.9375 $33,671,875 $8,890
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* The offering price is estimated solely for the purpose of determining the
amount of the registration fee in accordance with Rule 457(c) and 457(h) under
the Securities Act and is based on the average of the high and low price per
share of the Registrant's common stock as reported on The New York Stock
Exchange on February 22, 2000.
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This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering additional shares of common stock,
par value $.01 per share, of Gaylord Entertainment Company, a Delaware
corporation (the "Registrant"), issuable pursuant to the Gaylord Entertainment
Company Amended and Restated 1997 Stock Option and Incentive Plan. The
Registrant's previously filed Registration Statement on Form S-8 (No.
333-37053), as filed with the Securities and Exchange Commission on October 2,
1997, is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by the Registrant with the
Commission are hereby incorporated by reference:
(1) Annual Report on Form 10-K for the fiscal year ended December
31, 1998, as filed with the Commission on March 31, 1999;
(2) Quarterly Report on Form 10-Q for the quarter ended March 31,
1999, the Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999, and the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999;
(3) Current Reports on Form 8-K filed on April 19, 1999, and
October 27, 1999;
(4) 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 Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby 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
statements contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or replaced for purposes hereof
to the extent that a statement contained herein (or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein) modifies or replaces such statement. Any statement so modified
or replaced shall not be deemed, except as so modified or replaced, to
constitute a part hereof.
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ITEM 8. EXHIBITS
Exhibit
Number Description
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5 Opinion of Sherrard & Roe PLC
23.1 Consent of Sherrard & Roe PLC (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included on Pages 4-5)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Nashville, State of Tennessee, on February 23,
2000.
GAYLORD ENTERTAINMENT COMPANY
By: /s/ Terry E. London
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Terry E. London
President and Chief Executive
Officer
KNOW ALL MEN 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.
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Signature Title Date
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<S> <C> <C>
/s/ E. K. Gaylord II Chairman of the Board February 23, 2000
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E. K. Gaylord II
/s/ Terry E. London Director, President and Chief February 23, 2000
- --------------------------------- Executive Officer (Principal
Terry E. London Executive Officer)
/s/ Martin C. Dickinson Director February 23, 2000
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Martin C. Dickinson
/s/ Christine Gaylord Everest Director February 23, 2000
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Christine Gaylord Everest
Chairman Emeritus February 23, 2000
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Edward L. Gaylord
/s/ Craig L. Leipold Director February 23, 2000
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Craig L. Leipold
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<TABLE>
<S> <C> <C>
- --------------------------------- Director February 23, 2000
Joe M. Rodgers
/s/ Mary Agnes Wilderotter Director February 23, 2000
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Mary Agnes Wilderotter
/s/ Howard L. Wood Director February 23, 2000
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Howard L. Wood
/s/ Carl W. Kornmeyer Senior Vice President of February 23, 2000
- --------------------------------- Corporate Development
Carl W. Kornmeyer (Principal Accounting and
Financial Officer)
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EXHIBIT INDEX
Exhibit
Number Description
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5 Opinion of Sherrard & Roe PLC
23.1 Consent of Sherrard & Roe PLC (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included on Pages 4-5)
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EXHIBIT 5
SHERRARD & ROE, PLC
ATTORNEYS AT LAW
SUITE 2000
424 CHURCH STREET
NASHVILLE, TENNESSEE 37219
(615) 742-4200
FACSIMILE (615) 742-4539/4555
February 23, 2000
Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
Re: Registration Statement on Form S-8
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, as amended (the "Plan"), filed by you with
the Securities and Exchange Commission covering 1,250,000 additional shares of
the Company's 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 opinions 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 the original documents of all documents submitted to us as
certified or photostatic copies.
Based upon 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,
Sherrard & Roe PLC
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EXHIBIT 23.2
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 report dated February 5, 1999 relating to the consolidated
financial statements of Gaylord Entertainment Company included in Gaylord
Entertainment Company's Form 10-K for the year ended December 31, 1998 and to
all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
February 22, 2000
