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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 28, 1998
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
CRESTLINE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 53-2039044
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10400 FERNWOOD ROAD
BETHESDA, MARYLAND 20817-1109
(Address of Principal Executive Offices, including zip code)
________________________
CRESTLINE CAPITAL CORPORATION
1998 COMPREHENSIVE STOCK INCENTIVE PLAN
(Full title of the Plan)
________________________
TRACY M.J. COLDEN, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CRESTLINE CAPITAL CORPORATION
10400 FERNWOOD ROAD
BETHESDA, MARYLAND 20817-1109
(301) 380-9000
(Name, address and telephone number, including area code, of agent for service)
Copy to:
J. WARREN GORRELL, JR., ESQ.
GEORGE P. BARSNESS, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
(202) 637-5600
________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE (1)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value $.01 per share 4,000,000 $17.88 $71,520,000 $19,883
====================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
amount of registration fee.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent or
given to employees participating in the Crestline Capital Corporation 1998
Comprehensive Stock Incentive Plan (the "Plan") as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). In accordance
with the instructions to Part I of Form S-8, such documents will not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute the prospectus as required by
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Crestline Capital Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents filed by it
with the Commission:
(a) The Registrant's Prospectus dated November 23, 1998 filed
pursuant to Rule 424(b) under the Securities Act.
(b) Current Reports on Form 8-K filed by the Registrant dated
December 14, 1998 (filed on December 17, 1998), and dated
December 18, 1998 (filed on December 22, 1998).
(c) The description of the Registrant's common stock, par value $0.01
per share ("Common Stock"), contained in the Registrant's
Registration Statement on Form 8-A12B filed on November 20, 1998.
In addition, all documents filed by the Registrant subsequent to the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents or reports. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).
2
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Charter and Bylaws obligate the Registrant, to the maximum
extent permitted by Maryland law, to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (a) any
present or former director or officer who is made a party to the proceeding by
reason of his or her service in that capacity or (b) any individual who, while a
director or officer of the Registrant and at the request of the Registrant,
serves or has served another corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer, partner or
trustee of such corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise and who is made a party to the proceeding by reason of
his or her service in that capacity, against any claim or liability to which he
or she may become subject by reason of such status. The Maryland General
Corporation Law, as amended (the "MGCL"), permits a Maryland corporation to
indemnify its directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, under the
MGCL, a Maryland corporation may not indemnify a director or officer in a suit
by or in the right of the corporation if such director or officer has been
adjudged to be liable to the corporation. In accordance with the MGCL, the
Registrant's Bylaws require it, as a condition to advancing expenses, to obtain
(1) a written affirmation by the director or officer of his good faith belief
that he or she has met the standard of conduct necessary for indemnification by
the Registrant as authorized by the Registrant's Bylaws and (2) a written
statement by or on his or her behalf to repay the amount paid or reimbursed by
the Registrant if it shall ultimately be determined that the standard of conduct
was not met.
The Registrant intends to enter into indemnification agreements with each
of its directors and officers. The indemnification agreements will require,
among other things, that the Registrant indemnify its directors and officers to
the fullest extent permitted by law and advance to its directors and officers
all related expenses, subject to reimbursement if it is subsequently determined
that indemnification is not permitted.
The directors and officers of the Company are insured under policies of
insurance maintained by the Registrant, subject to the limits of the policies,
against certain losses arising from any claim made against them by reason of
being or having been such directors and officers, including with respect to
securities law claims.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
3
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ITEM 8. EXHIBITS
Exhibit
Number Description
- ------- -----------
4.1 Rights Agreement, dated as of December 14, 1998, between the
Registrant and the Rights Agent (incorporated by reference to
Exhibit 4.1 of the Registrant's Form 8-A, dated December 17, 1998
(No. 1-14635))
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the shares
being registered
23.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on signature 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 this 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 this
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 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(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 registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those
4
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paragraphs is contained in the 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 the purpose 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 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 further undertakes that, for the
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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, 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 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to existing provisions or
arrangements whereby the Registrant may indemnify a director, officer
or controlling person of the Registrant against liabilities arising
under the Securities Act, 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
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.
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 Bethesda, Maryland, on this 28th day of December, 1998.
CRESTLINE CAPITAL CORPORATION
By: /s/ JAMES L. FRANCIS
--------------------------------
James L. Francis
Executive Vice President, Chief
Financial Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Bruce D. Wardinski and James L. Francis, 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 or all 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 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 for 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 heir 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.
SIGNATURE TITLE DATE
/s/ BRUCE D. WARDINSKI
- ----------------------
Bruce D. Wardinski Chairman of the Board, President December 28, 1998
and Chief Executive Officer
(Principal Executive Officer)
/s/ JAMES L. FRANCIS
- --------------------
James L. Francis Executive Vice President, Chief
Financial Officer and Treasurer December 28, 1998
(Principal Financial and
Accounting Officer)
6
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SIGNATURE TITLE DATE
/s/ LARRY K. HARVEY
- -------------------
Larry K. Harvey Senior Vice President and December 28, 1998
Corporate Controller
(Principal Accounting Officer)
/s/ CHRISTOPHER J. NASSETTA
- ---------------------------
Christopher J. Nassetta Director December 28, 1998
7
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- -----
4.1 Rights Agreement, dated as of December 14, 1998,
between the Registrant and the Rights Agent
(incorporated by reference to Exhibit 4.1 of the
Registrant's Form 8-A, dated December 17, 1998
(No. 1-14635))
5.1 Opinion of Hogan & Hartson L.L.P. regarding the
legality of the shares being registered
23.1 Consent of Hogan & Hartson L.L.P. (included in
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on signature page)
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Exhibit 5.1
Hogan & Hartson L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004
(202) 637-5600
December 28, 1998
Board of Directors
Crestline Capital Corporation
10400 Fernwood Road
Bethesda, Maryland 20817-1109
Ladies and Gentlemen:
We are acting as counsel to Crestline Capital Corporation, a Maryland
corporation (the "Company"), in connection with its registration statement on
Form S-8 (the "Registration Statement"), filed with the Securities and Exchange
Commission relating to up to 4,000,000 shares of the Company's common stock, par
value $.01 per share (the "Shares") issuable in connection with the Company's
1998 Comprehensive Stock Incentive Plan (the "1998 Plan). This opinion letter
is furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection
with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The charter of the Company, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate and
in effect.
3. The Bylaws of the Company, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate and
in effect.
4. Resolutions of the Board of Directors and the sole stockholder of
the Company adopted by written consents on December 28, 1998, as
certified by the Secretary of the Company on the date
<PAGE>
Board of Directors
Crestline Capital Corporation
December 28, 1998
Page 2
hereof as then being complete, accurate and in effect, approving
and adopting the 1998 Plan.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, the
authenticity of all original documents and the conformity to authentic original
documents of all documents submitted to us as copies (including telecopies). We
also have assumed that the Shares will not be issued in violation of the
ownership limit contained in the Company's charter. This opinion letter is
given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on applicable
provisions of Maryland law. We express no opinion herein as to any other laws,
statutes, regulations, or ordinances or as to compliance with the securities (or
"blue sky") laws.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, when issued in accordance with the terms of the 1998 Plan, the
Shares will be validly issued, fully paid and nonassessable.
This opinion letter has been prepared solely for your use in
connection with the filing of the Registration Statement on the date of this
opinion letter and speaks as of the date hereof. We assume no obligation to
advise you of any changes in the foregoing subsequent to the delivery of this
opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
HOGAN & HARTSON L.L.P.
<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 dated May 1, 1998 for
HMC Senior Communities, Inc. and dated September 28, 1998 for Forum Group, Inc.
as Partitioned for Sale to Host Marriott Corporation of included in Crestline
Capital Corporation's Prospectus dated November 23, 1998 and to all references
to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Washington, DC
December 28, 1998
