<PAGE>
As filed with the Securities and Exchange Commission on May 21, 1999.
Registration No. 333-
-----------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------------
RESORTQUEST INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 62-1750352
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
530 OAK COURT DRIVE, SUITE 360
MEMPHIS, TENNESSEE 38117
(901) 762-0600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
RESORTQUEST INTERNATIONAL, INC. AMENDED AND RESTATED 1998 LONG-TERM
INCENTIVE PLAN
(Full Title of Plan)
------------------------------
DAVID C. SULLIVAN, CHIEF EXECUTIVE OFFICER
RESORTQUEST INTERNATIONAL, INC.
530 OAK COURT DRIVE, SUITE 360
MEMPHIS, TENNESSEE 38117
(901) 762-0600
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
------------------------------
Copies to:
Bruce S. Mendelsohn, Esq.
Paul A. Belvin, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1333 New Hampshire Avenue, NW
Suite 400
Washington, DC 20036
(202) 887-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AGGREGATE AGGREGATE AMOUNT OF
AMOUNT TO PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE PRICE FEE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 102,351 shares $8.94(2) $915,017.94 $269.93
1,676,250 shares $11.00(2) $18,438,750.00 $5,439.43
30,000 shares $16.81(2) $504,300.00 $148.77
10,000 shares $11.38(2) $113,800.00 $33.57
2,500 shares $15.13(2) $37,825.00 $11.16
26,000 shares $10.06(2) $261,560.00 $77.16
10,000 shares $9.25(2) $92,500.00 $27.29
758,755 shares $14.625(3) $11,096,791.00 $3,273.55
---------------- -------------- ---------
2,615,856 shares $31,460,543.00 $9,280.86
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement covers shares of common stock of ResortQuest
International, Inc. that may be offered or sold pursuant to the ResortQuest
International, Inc. Amended and Restated 1998 Long-Term Incentive Plan (the
"Plan"). This registration statement also relates to an indeterminate
number of shares of common stock that may be issued upon stock splits,
stock dividends or similar transactions in accordance with Rule 416 under
the Securities Act.
(2) Calculated pursuant to Rule 457(h) for the purpose of calculating the
registration fee, based upon the price at which the outstanding options may
be exercised.
(3) Calculated pursuant to Rules 457(c) and (h), based upon the average of the
reported high and low sales prices for the Common Stock as reported on the
New York Stock Exchange on May 20, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION. *
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act of 1933 and the Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, including any amendments thereto, which have
been or shall be filed by ResortQuest International, Inc. with the Securities
and Exchange Commission are incorporated herein by reference and shall be deemed
to be a part hereof from the date of filing such documents.
(a) ResortQuest's annual report on Form 10-K for the fiscal year
ended December 31, 1998, pursuant to Section 13 of the
Securities Exchange Act of 1934 (File No. 001-14115);
(b) ResortQuest's definitive proxy statement, pursuant to Section
14(a) of the Securities Exchange Act of 1934 (File No.
001-14115);
(c) The description of our common stock set forth in the
registration statement on Form S-1, as amended (File
No. 333-4787) and incorporated by reference into the
registration statement on Form 8-A under the Exchange
Act filed on May 12, 1998, and the description of the
Preferred Stock Purchase Rights set forth in our Form 8-A
(Amendment No. 1) filed on March 12, 1999;
(d) ResortQuest's quarterly report on Form 10-Q for the three
months ended March 31, 1999, pursuant to Section 13 of the
Securities Exchange Act of 1934 (File No. 01-14115); and
(e) ResortQuest's report on Form 8-K filed May 21, 1999 and
the financial statements in the pages numbered with an "F"
designation in the exhibit to the Form 8-K.
All documents subsequently filed by ResortQuest with the Commission
pursuant to Sections 12, 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this registration statement, but prior to the filing of a
post-effective amendment to this registration statement that indicates that all
securities offered by this registration statement have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement. Each document
incorporated by reference into this registration statement shall be deemed to be
a part of this registration statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this registration statement or by any document that constitutes
part of the prospectus relating to the ResortQuest International, Inc. Amended
and Restated 1998 Long-Term Incentive Plan that meets the requirements of
Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
ResortQuest's common stock is registered pursuant to Section 12 of the
Exchange Act.
<PAGE>
Therefore, the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
made to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides (1) that to the extent a director or
officer of a corporation has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; (2) that indemnification provided for
by Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; (3) that indemnification provided for by
Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators; and (4) that the corporation is empowered to purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.
As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware, articles seventh and eighth of our certificate of
incorporation, as amended, provides that none of our directors shall be liable
to us or our stockholders for monetary damages for breach of fiduciary duty as a
<PAGE>
director, except for liability: (1) for any breach of the director's duty of
loyalty to ResortQuest or our stockholders; (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law; (3) under Section 174; or (4) for any transaction from which the director
derived an improper personal benefit. We shall, to the fullest extent permitted
by Section 145, as amended from time to time, indemnify all persons whom we may
indemnify pursuant thereto.
In addition, Article VIII of our bylaws further provides that we shall
indemnify our officers, directors and employees to the fullest extent permitted
by law.
We have entered into indemnification agreements with each of our
executive officers and directors which indemnifies such person to the fullest
extent permitted by our amended and restated certificate of incorporation, our
bylaws and Delaware Law. We also have obtained directors and officers liability
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
4.1 - ResortQuest International, Inc. Amended and Restated 1998 Long-Term Incentive
Plan (previously filed on April 6, 1999 as Exhibit A to ResortQuest's
definitive proxy statement and incorporated herein by reference).
5.1 - Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to the legality of the
securities being registered.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of Arthur Andersen LLP.
23.3 - Consent of Morrison, Brown, Argiz and Company.
23.4 - Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Exhibit 5.1)
24.1 - Power of Attorney (included on the signature page of this prospectus).
</TABLE>
<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned 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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 paragraphs (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 Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
(2) That, for purposes 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 undersigned 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
this 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.
<PAGE>
(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
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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
ResortQuest 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 Memphis, State of Tennessee, on May 20, 1999.
RESORTQUEST INTERNATIONAL, INC.
By: /s/ Jeffery M. Jarvis
-------------------------------------
Jeffery M. Jarvis, Senior Vice
President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David C. Sullivan, David L. Levine,
Jeffery M. Jarvis and John K. Lines, and each of them, with full power to act
without the other, such person's 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 this registration statement,
any and all amendments thereto (including post-effective amendments), any
subsequent registration statements pursuant to Rule 462 of the Securities Act of
1933, and any amendments thereto and to file the same, with exhibits and
schedules thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary or desirable 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 any of
them, or their 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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
<PAGE>
/s/ David C. Sullivan Chairman of the Board and May 20, 1999
- --------------------------- Chief Executive Officer,
(David C. Sullivan) (Principal Executive
Officer)
/s/ David L. Levine President and Chief May 20, 1999
- --------------------------- Operating Officer, Director
(David L. Levine) Senior Vice President and
Chief Financial Officer
/s/ Jeffery M. Jarvis (Principal Financial and May 20, 1999
- --------------------------- Accounting Officer)
(Jeffery M. Jarvis)
/s/ William W. Abbott, Jr. Director May 20, 1999
- ---------------------------
(William W. Abbott, Jr.)
/s/ Elan J. Blutinger Director May 20, 1999
- ---------------------------
(Elan J. Blutinger)
- --------------------------- Director May ___, 1999
(D. Fraser Bullock)
- --------------------------- Director May ___, 1999
(Joshua M. Freeman)
/s/ Heidi O'Leary Houston Director May 20, 1999
- ---------------------------
(Heidi O'Leary Houston)
/s/ Michael D. Rose Director May 20, 1999
- ---------------------------
(Michael D. Rose)
/s/ Andre S. Tatibouet Director May 20, 1999
- ---------------------------
(Andre S. Tatibouet)
/s/ Joseph V. Vittoria Director May 20, 1999
- ---------------------------
(Joseph V. Vittoria)
/s/ Theodore L. Weise Director May 20, 1999
- ---------------------------
(Theodore L. Weise)
</TABLE>
<PAGE>
Exhibit 5.1
OPINION OF AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
May 20, 1999
ResortQuest International, Inc.
530 Oak Court Drive
Suite 360
Memphis, Tennessee 38117
Ladies and Gentlemen:
We have acted as counsel to ResortQuest International, Inc., a Delaware
corporation (the "Company"), in connection with the registration of
2,615,856 shares of common stock, par value $.01 per share (the "Common
Stock"), of the Company, pursuant to the registration statement on Form S-8
(the "Registration Statement") filed by the Company under the Securities Act
of 1933, as amended. The Registration Statement relates to shares of Common
Stock issuable pursuant to the Company's Amended and Restated 1998 Long-Term
Incentive Plan (the "Plan").
In our opinion, the Common Stock to be registered under the Registration
Statement has been duly authorized for issuance by the Company, and upon
issuance and delivery in accordance with the Plan, the Common Stock will be
validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated March 31, 1999 incorporated by reference in this registration
statement and to all references to our Firm included in this registration
statement. Our report dated February 25, 1999 included in ResortQuest
International, Inc.'s Form 10-K for the year ended December 31, 1998,
incorporated by reference in this registration statement, is no longer
appropriate since related financial statements have been presented giving
effect to business combinations accounted for under the pooling of interests
method.
ARTHUR ANDERSEN LLP
Memphis, Tennessee,
May 20, 1999.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports included in
ResortQuest International, Inc.'s Form 10-K for the year ended December 31,
1998, for Brindley & Brindley Realty and Development, Inc. and B&B On The
Beach, Inc., dated July 24, 1998; Coastal Resorts Mangement, Inc. and Coastal
Resorts Realty L.L.C., dated July 15, 1998; Collection of Fine Properties,
Inc., dated July 15, 1998; First Resort Software, Inc., dated July 17, 1998;
Houston and O'Leary Company dated July 17, 1998; The Maury People, Inc.,
dated July 24, 1998; Howey Acquisition, Inc., dated July 17, 1998; Resort
Property Management, Inc., dated July 15, 1998; Telluride Resort
Accommodations, Inc., dated July 15, 1998; and Trupp-Hodnett Enterprises,
Inc. and THE Management Company, dated July 17, 1998, and to all references
to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas,
May 20, 1999.
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report for Collection of
Fine Properties, Inc., dated January 23, 1998, included in ResortQuest
International, Inc.'s Form 10-K for the year ended December 31, 1998, and to
all references to our Firm included in this registration statement.
MORRISON, BROWN, ARGIZ AND COMPANY
Boulder, Colorado,
May 19, 1999.
