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As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-
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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
1997 OMNIBUS 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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<CAPTION>
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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 1,200,000 shares $20.40625 $24,487,500 $6,465
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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 June 27, 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 1997 Omnibus 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, 1999, as filed with the Commission on March 30, 2000;
(2) Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
(3) Current Report on Form 8-K filed on May 23, 2000;
(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
------ -----------
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 June 29, 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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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ E.K. Gaylord II Chairman of the Board June 29, 2000
-----------------------------------
E. K. Gaylord II
/s/ Terry E. London Director, President and Chief June 29, 2000
----------------------------------- Executive Officer (Principal
Terry E. London Executive Officer)
/s/ Denise Wilder Warren Senior Vice President and June 29, 2000
----------------------------------- Chief Financial Officer
Denise Wilder Warren (Principal Accounting and
Financial Officer)
/s/ Martin C. Dickinson Director June 29, 2000
-----------------------------------
Martin C. Dickinson
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<TABLE>
<S> <C> <C>
/s/ Christine Gaylord Everest Director June 29, 2000
-----------------------------------
Christine Gaylord Everest
/s/ Edward L. Gaylord Chairman Emeritus June 29, 2000
-----------------------------------
Edward L. Gaylord
/s/ Craig L. Leipold Director June 29, 2000
-----------------------------------
Craig L. Leipold
Director June , 2000
-----------------------------------
Joe M. Rodgers
/s/ Mary Wilderotter Director June 29, 2000
-----------------------------------
Mary Agnes Wilderotter
/s/ Howard Wood Director June 29, 2000
-----------------------------------
Howard L. Wood
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EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Description Page
------ ----------- ----
<C> <C> <C>
5 Opinion of Sherrard & Roe PLC E-1
23.1 Consent of Sherrard & Roe PLC (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP E-2
24 Power of Attorney (included on Pages 4-5)
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