As filed with the Securities and Exchange Commission on December 3, 1999
Registration No. 333-
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
Registration Statement
Under
THE SECURITIES ACT OF 1933
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MERISTAR HOTELS & RESORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0379982
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
(Address, including zip code, of Principal Executive Offices)
MERISTAR HOTELS & RESORTS, INC. INCENTIVE PLAN
(Full title of the plan)
Paul W. Whetsell
Chairman of the Board and Chief Executive Officer
MeriStar Hotels & Resorts, Inc.
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
(Name and address of agent for service)
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(202) 295-1000
(Telephone number, including area code, of agent for service)
---------------------------
Copy to:
Richard S. Borisoff, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share(1) Price(1) Registration Fee
=========================================== ================== ================== ===================== ======================
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value.............. 2,000,000(2) $3.25 $6,500,000 $1,716
=========================================== ================== ================== ===================== ======================
</TABLE>
(1) An estimate, based on the average of the high and low prices on November 26,
1999 on the New York Stock Exchange Composite Transaction Tape, as
determined in accordance with Rule 457(c) and (h) under the Securities Act
of 1933, has been made solely for the purpose of calculating the
registration fee relating to the 2,000,000 shares of Common Stock to be
registered hereunder and subsequently offered at prices computed upon the
basis of fluctuating market prices.
(2) Represents 2,000,000 shares of Common Stock issuable pursuant to the
MeriStar Hotels & Resorts, Inc. Incentive Plan. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, this registration statement
also relates to such indeterminate number of additional shares of Common
Stock of MeriStar Hotels & Resorts, Inc. as may be issuable as a result of
stock splits, stock dividends or additional similar transactions.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan information
The information called for in Part I of Form S-8 is not being filed
with or included in this Registration Statement (by incorporation by reference
or otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information
This Registration Statement covers 2,000,000 additional shares of
common stock, par value $0.01 per share, of MeriStar Hotels & Resorts, Inc. (the
"Company") reserved for issuance under the MeriStar Hotels & Resorts, Inc.
Incentive Plan, as amended (the "Plan"). The Company previously filed with the
Commission a Registration Statement on Form S-8 (No. 333-60539) (the "Prior
Registration Statement") covering an aggregate of 4,000,000 shares issuable
under the Plan. Pursuant to General Instruction E of Form S-8, the contents of
the Prior Registration Statement are incorporated by reference herein to the
extent not modified or superseded hereby or by any subsequently filed document
which is incorporated by reference herein or therein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
A list of exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
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 to include
any material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in this registration statement;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement
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<PAGE>
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; and
(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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the registrant's Restated
Certificate of Incorporation, by contract, 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 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 Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Washington, District of Columbia, on December 3,
1999.
MERISTAR HOTELS & RESORTS, INC.
By: /s/ Paul W. Whetsell
------------------------
Name: Paul W. Whetsell
Title: Chairman of the Board and Chief
Executive Officer
Each person whose signature appears below hereby constitutes and
appoints Paul W. Whetsell and James A. Calder and each or either of them, his
true and lawful attorney-in-fact 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 (including post-effective amendments)
to this registration statement (or any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933) and to cause the same to be filed, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting to said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing whatsoever requisite or desirable to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all acts and things that said
attorneys-in-fact and agents, or either of them, or their substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 3, 1999.
Signatures Title
---------- -----
/s/ Paul W. Whetsell Chairman of the Board and
-------------------- Chief Executive Officer
Paul W. Whetsell (Principal Executive Officer)
/s/ James A. Calder Chief Financial Officer (Principal
------------------- Financial and Accounting Officer)
James A. Calder
/s/ David E. McCaslin President and Director
---------------------
David E. McCaslin
/s/ Steven D. Jorns Vice Chairman of the Board
-------------------
Steven D. Jorns
/s/ Daniel L. Doctoroff Director
-----------------------
Daniel L. Doctoroff
/s/ Kent R. Hance Director
-----------------
Kent R. Hance
/s/ Joseph McCarthy Director
-------------------
Joseph McCarthy
/s/ James B. McCurry Director
--------------------
James B. McCurry
/s/ James R. Worms Director
------------------
James R. Worms
/s/ S. Kirk Kinsell Director
-------------------
S. Kirk Kinsell
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<PAGE>
EXHIBIT INDEX
Sequential Page
Exhibits Number
- -------- ------
5.1 -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the
legality of shares of Common Stock being registered.
23.1 -- Consent of KPMG LLP.
23.2 -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
in Exhibit 5.1).
24.1 -- Power of Attorney (included on signature page hereto).
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Exhibit 5.1
[Letterhead of Paul, Weiss, Rifkind, Wharton & Garrison]
December 3, 1999
MeriStar Hotels & Resorts, Inc.
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
MeriStar Hotels & Resorts, Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
In connection with the referenced Registration Statement on Form S-8
(the "Registration Statement") filed by MeriStar Hotels & Resorts, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), and the
rules and regulations under it (the "Rules"), we have been requested to render
our opinion as to the legality of the shares of Common Stock, par value $0.01
per share (the "Common Stock"), of the Company to be registered under the
Registration Statement. The shares to be registered under the Registration
Statement consist of 2,000,000 shares (the "Shares") of Common Stock to be
issued under the MeriStar Hotels & Resorts, Inc. Incentive Plan, as amended (the
"Plan").
In connection with this opinion, we have examined (i) an original,
photocopy or conformed copy of the Registration Statement (including the
exhibits to the Registration Statement), (ii) an original, photocopy or
conformed copy of the Plan, (iii) the Restated Certificate of Incorporation and
By-laws of the Company, each as amended to date, and (iv) records of certain of
the Company's corporate proceedings. In addition, we have made those other
examinations of law and fact as we have considered necessary in order to form a
basis for our opinion. In our examination of documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as photostatic, reproduced or conformed copies, the authenticity of all the
latter documents and the legal capacity of all individuals who have executed any
of the documents. As to certain matters of fact, we have relied on
representations, statements or certificates of officers of the Company.
Based on the above, we are of the opinion that the Shares have been
duly authorized for issuance and that the Shares, when issued and delivered by
the Company and paid for in accordance with the terms and provisions of the
Plan, will be validly issued, fully paid and nonassessable.
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<PAGE>
Our opinion is limited to the federal laws of the United States and the
General Corporation Law of the State of Delaware. Our opinion is rendered only
with respect to the laws and the rules, regulations and orders under them, which
are currently in effect. Please be advised that no member of this firm is
admitted to practice in the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required by the Act or the
Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison
--------------------------------------------
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
8
Exhibit 23.1
ACCOUNTANTS' CONSENT
We consent to the use of our report on the consolidated financial
statements of MeriStar Hotels & Resorts, Inc. as of December 31, 1998 and 1997
and for each of the years in the three-year period ended December 31, 1998,
which report appears in the December 31, 1998, Annual Report on Form 10-K of
MeriStar Hotels & Resorts, Inc. incorporated by reference on Form S-8 of
MeriStar Hotels & Resorts, Inc.
/s/ KPMG LLP
------------
KPMG LLP
Washington, D.C.
December 3, 1999
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