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As filed with the Securities and Exchange Commission on May 5, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MARRIOTT INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-2055918
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
10400 Fernwood Road 20817
Bethesda, Maryland (Zip Code)
(Address of Principal Executive Offices)
1998 COMPREHENSIVE STOCK AND CASH INCENTIVE PLAN
(Full Title of the Plan)
Joseph Ryan, Executive Vice President and General Counsel
Marriott International, Inc.
10400 Fernwood Road, Bethesda, Maryland 20817
(Name and Address of Agent for Service)
(301) 380-3000
(Telephone Number, Including Area Code, of Agent for Service)
________________________
Copies of all communications, including all communications sent to agent for
service, should be sent to:
W. David Mann
Marriott International, Inc.
10400 Fernwood Road, Bethesda, Maryland 20817
(301) 380-3000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed Maximum Amount of
Title of Securities Amount to be Maximum Offering Price Aggregate Offering Registration
to be registered Registered Per Share (1) Price (1) Fee (1)
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<S> <C> <C> <C> <C>
Class A Common Stock, par
value $.01 share (2)...... 15,000,000 (3) $32.78125 $491,718,750 $129,814
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(1) The average of the high and low sales price of the Registrant's Class A
Common Stock, par value $0.01 per share, on the New York Stock Exchange on
May 3, 2000. Calculated solely for purposes of this offering under Rule
457(h) of the Securities Act of 1933, as amended, on the basis of
fluctuating market prices.
(2) The Preferred Stock Purchase Rights, which are attached to the shares of
Class A Common Stock being registered, will be issued for no additional
consideration and, therefore, no additional registration fee is required.
(3) Pursuant to Rule 416(a), this Registration Statement also registers such
number of additional securities that may be offered pursuant to the terms of
the 1998 Comprehensive Stock and Cash Incentive Plan which provide for a
change in the amount or type of securities being offered or issued to
prevent dilution as a result of stock splits, stock dividends or similar
transactions.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Marriott International,
Inc., a Delaware corporation (the "Company" or "Registrant"), relating to
15,000,000 shares (the "Shares") of the Company's Class A Common Stock, par
value $.01 per share (the "Class A Common Stock"), to be offered and sold under
the 1998 Comprehensive Stock and Cash Incentive Plan (the "1998 Plan"). The
Class A Common Stock registered hereunder is in addition to the 56,000,000
shares of Class A Common Stock of the Registrant (after giving effect to the
conversion of each share of the Registrant's Common Stock into one share of the
Registrant's Class A Common Stock on May 21, 1998) registered on the
Registrant's Form S-8 (file no. 333-48407) filed on March 20, 1998 (the "Prior
Registration Statement") (at the time of such filing, the Registrant's name was
New Marriott MI, Inc.).
Pursuant to Instruction E of Form S-8, the contents of the Prior
Registration Statement, to the extent relating to the registration of the Shares
and except as otherwise set forth in this Registration Statement, are
incorporated by reference herein.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
4.1 Marriott International, Inc. 1998 Comprehensive Stock and Cash
Incentive Plan, as amended and restated (incorporated by
reference to attachment A to the Registrant's definitive proxy
statement filed on March 23, 2000).
5 Opinion of Joseph Ryan, Esq., on behalf of the Law Department of
the Registrant.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Joseph Ryan, Esq., on behalf of the Law Department of
the Registrant (filed as part of Exhibit 5).
24 Power of Attorney (included on signature page).
1
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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 County of Montgomery, State of Maryland, on this 4th day of
May, 2000.
MARRIOTT INTERNATIONAL, INC.
By: s/J.W. MARRIOTT, JR.
-----------------------------------------
J.W. Marriott, Jr., Chairman of the Board
and Chief Executive Officer
Each person whose signature appears below constitutes and appoints
J.W. Marriott, Jr. and Arne M. Sorenson as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for such person
and in his name, place and stead, in any and all capacities, to sign any or all
further amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, 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 attorney-in-fact and
agent, or his 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 below by the following persons on behalf
of the Company in the capacities and on the date indicated above.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER: Chairman of the Board of Directors and Chief May 4, 2000
Executive Officer
s/J.W. MARRIOTT, JR.
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J.W. Marriott, Jr.
PRINCIPAL FINANCIAL OFFICER: Executive Vice President and Chief Financial May 4, 2000
Officer
s/ARNE M. SORENSON
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Arne M. Sorenson
PRINCIPAL ACCOUNTING OFFICER: Vice President-Finance and Controller May 4, 2000
s/LINDA A. BARTLETT
- -----------------------------
Linda A. Bartlett
s/WILLIAM J. SHAW Director, President and Chief May 4, 2000
- ----------------------------- Operating Officer
William J. Shaw
s/HENRY CHENG KAR-SHUN Director May 4, 2000
- -----------------------------
Henry Cheng Kar-Shun
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2
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<TABLE>
<S> <C> <C>
s/GILBERT M. GROSVENOR Director May 4, 2000
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Gilbert M. Grosvenor
s/RICHARD E. MARRIOTT Director May 4, 2000
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Richard E. Marriott
s/FLORETTA DUKES MCKENZIE Director May 4, 2000
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Floretta Dukes Mckenzie
s/HARRY J. PEARCE Director May 4, 2000
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Harry J. Pearce
s/W. MITT ROMNEY Director May 4, 2000
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W. Mitt Romney
s/ROGER W. SANT Director May 4, 2000
- -----------------------------
Roger W. Sant
s/LAWRENCE M. SMALL Director May 4, 2000
- -----------------------------
Lawrence M. Small
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3
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EXHIBIT INDEX
Exhibit Description Sequentially
- ------- ----------- ------------
Numbered Page
Number -------------
- ------
4.1 Marriott International, Inc. 1998 Comprehensive
Stock and Cash Incentive Plan, as
amended and restated (incorporated by reference
to attachment A to the Registrant's definitive proxy
statement filed on March 23, 2000).
5 Opinion of Joseph Ryan, Esq., on behalf of the Law
Department of the Registrant.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Joseph Ryan, Esq., on behalf of the Law
Department of the Registrant (filed as part of Exhibit
5).
24 Power of Attorney (included on signature page).
4
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Exhibit 5
May 4, 2000
Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Ladies and Gentlemen:
We have acted as counsel for Marriott International, Inc., a Delaware
corporation (the "Company"), with respect to the filing of a Registration
Statement on Form S-8 (the "Registration Statement"), offering 15,000,000 shares
of Class A Common Stock of the Company, in addition to 56,000,000 shares of the
Company's Class A Common Stock previously registered under a separate
registration statement, to be offered to employees under the Company's 1998
Comprehensive Cash and Stock Incentive Plan as amended and restated (the
"Plan"). This Registration Statement is being filed with the Securities and
Exchange Commission on the date hereof.
In connection with our services as counsel for the Company with respect to
the Registration Statement, we have examined, among other things, such federal
and state laws and such documents, certificates, telegrams, and corporate or
other records as we deemed necessary or appropriate for the purposes of
preparation of this opinion.
Based on the foregoing examination, we hereby advise that in our opinion:
(1) The Plan has been duly adopted by the Board of Directors and duly
approved by the stockholders of the Company and is now legally
effective;
(2) The 15,000,000 shares of Class A Common Stock included in the
Registration Statement for issuance under the Plan, when issued under
the Plan in accordance with the terms and provisions thereof, will be
legally issued, fully paid, and non-assessable; and
(3) The opinion contained in the preceding paragraph is based on the
assumption that, at the time such shares of stock are issued, the
Registration Statement will then be effective and all applicable state
securities laws will have been complied with.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MARRIOTT INTERNATIONAL, INC.
LAW DEPARTMENT
By: s/JOSEPH RYAN
----------------------------
Joseph Ryan
General Counsel and
Executive Vice President
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in Marriott International, Inc.'s Registration Statement on Form S-8
of our report dated February 29, 2000 included in Marriott International, Inc.'s
Form 10-K for the year ended December 31, 1999 and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Vienna, Virginia
May 4, 2000
