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As filed with the Securities and Exchange Commission on August 30, 1999
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
INTERSTATE HOTELS CORPORATION
(Exact name of Registrant as specified in its charter)
MARYLAND 75-2767215
(State of incorporation) (I.R.S. Employer Identification Number)
680 ANDERSEN DRIVE, FOSTER PLAZA TEN
PITTSBURGH, PENNSYLVANIA 15220
(412) 937-0600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
INTERSTATE HOTELS CORPORATION
1999 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
------------------------------------
Thomas F. Hewitt
Chief Executive Officer
and Chairman of the Board
Interstate Hotels Corporation
680 Andersen Drive, Foster Plaza Ten
Pittsburgh, Pennsylvania 15220
(412) 937-0600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
With a copy to:
Timothy Q. Hudak, Esq.
Interstate Hotels Corporation
680 Andersen Drive, Foster Plaza Ten
Pittsburgh, Pennsylvania 15220
(412) 937-0600
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Being Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered Price Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C> <C>
Class A Common Stock, par 2,300,000 shares (1) $3.8125(2) $8,768,750 $2,437.71
value $.01 per share
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</TABLE>
(1) Plus such additional number of shares as may be issued pursuant to the
Interstate Hotels Corporation 1999 Equity Incentive Plan in the event of a
stock dividend, stock split, split-up, recapitalization or other similar
event.
(2) The registration fee has been computed in accordance with paragraphs (c)
and (h) of Rule 457, based upon the average of the high and low prices
of the Common Stock on the Nasdaq Small Cap Market on August 25, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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Interstate Hotels Corporation (the "Company") hereby incorporates by
reference the documents listed in (a) through (c) below, which have previously
been filed with the Securities and Exchange Commission (the "SEC").
(a) The Company's information statement/prospectus, containing the
financial statements of the Company as of December 31, 1998 and
1997 and for the period from January 1, 1998 to June 1, 1998 and
for the period from June 2, 1998 to December 31, 1998 and for
each of the two years in the period ended December 31, 1997,
filed with the SEC pursuant to Rule 424(b) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), on
June 8, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999;
(c) The Company's Current Report on Form 8-K, dated June 18, 1999;
(d) The Company's Current Report on Form 8-K, dated July 8, 1999; and
(e) The description of the Company's common stock contained in its
Registration Statement on Form 8-A (File No. 0-26805) and any
amendments thereto or reports filed with the SEC for the purpose
of updating such description.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
In accordance with the General Corporation Law of the State of Maryland
(the "MGCL"), Article XI of the Company's Articles of Incorporation, as amended
(the "Articles") provides that, to the fullest extent permitted under the MGCL
(as currently in effect or as amended from time to time), no director or officer
of the Company shall be liable to the Company or its stockholders for monetary
damages.
Article VII of the Company's Amended and Restated By-laws provides that
the Company shall indemnify, to the full extent authorized or permitted by
Maryland statutory or decisional law or any other applicable law, any person
made, or threatened to be made, a party to any action or proceeding (whether
civil or criminal or otherwise) by reason of the fact that he, his testator or
intestate is or was a director or officer of the Company or any predecessor of
the Company, or is or was serving at the request of the Company or any
predecessor of the Company as a director or officer of, or in any other capacity
with respect to, any other corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, including the advancement of
expenses under such law.
The Company also carries customary directors' and officers' liability
insurance covering its directors and officers.
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Item 8. Exhibits.
--------
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibits
- --------
4.1 Articles of Amendment and Restatement of Interstate Hotels
Corporation (incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
1999)
4.2 Articles Supplementary Classifying and Designating Series A
Junior Participating Cumulative Preferred Stock (incorporated by
reference to the Company's Quarterly Report on Form 10-Q for
the period ended June 30, 1999)
4.3 Amended and Restated By-laws of Interstate Hotels Corporation
(incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1999)
4.4 Specimen certificate for shares of Class A Common Stock of
Interstate Hotels Corporation (incorporated by reference to the
Company's Registration Statement on Form S-1 (File No.
333-67065), filed November 10, 1998, as amended)
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on the signature page of this
registration statement)
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; 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;
(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 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 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
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 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 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
2
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(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.
3
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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 Pittsburgh, Commonwealth of Pennsylvania, on August
30, 1999.
INTERSTATE HOTELS CORPORATION
By: /s/ J. William Richardson
--------------------------------
Name: J. William Richardson
Title: Vice Chairman and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Interstate Hotels Corporation, hereby severally constitute Thomas
F. Hewitt and J. William Richardson, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the registration
statement filed herewith and any and all amendments to said registration
statement, and generally to do all such things in our names and in our
capacities as officers and directors to enable Interstate Hotels Corporation to
comply with the provisions of the Securities Act of 1933 and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Thomas F. Hewitt
- ------------------------------------ Chief Executive Officer and Chairman August 30, 1999
Thomas F. Hewitt of the Board of Directors
(Principal Executive Officer)
/s/ J. William Richardson
- ------------------------------------ Vice Chairman and Chief Financial Officer August 30, 1999
J. William Richardson (Principal Financial and Principal
Accounting Officer)
/s/ Michael L. Ashner
- ------------------------------------ Director August 30, 1999
Michael L. Ashner
/s/ Benjamin D. Holloway
- ------------------------------------ Director August 30, 1999
Benjamin D. Holloway
/s/ Stephen P. Joyce
- ------------------------------------ Director August 30, 1999
Stephen P. Joyce
/s/ Phillip H. McNeill, Sr. Director August 30, 1999
- ------------------------------------
Phillip H. McNeill, Sr.
/s/ Anne L. Raymond
- ------------------------------------ Director August 30, 1999
Anne L. Raymond
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Articles of Amendment and Restatement of Interstate Hotels
Corporation (incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
1999)
4.2 Articles Supplementary Classifying and Designating Series A
Junior Participating Cumulative Preferred Stock
(incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1999)
4.3 Amended and Restated By-laws of Interstate Hotels
Corporation (incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
1999)
4.4 Specimen certificate for shares of Class A Common Stock of
Interstate Hotels Corporation (incorporated by reference to
the Company's Registration Statement on Form S-1 (File No.
333-67065), filed November 10, 1998, as amended)
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality
of the securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (included in
Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on the signature page of this
registration statement)
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Exhibit 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
August 30, 1999
Interstate Hotels Corporation
680 Andersen Drive, Foster Plaza Ten
Pittsburgh, Pennsylvania 15220
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to the Securities Act of 1933, as amended (the "Act"), of 2,300,000 shares of
Class A Common Stock, par value $.01 per share (the "Shares"), of Interstate
Hotels Corporation, a Maryland corporation (the "Company").
In connection with rendering this opinion, we have examined the
Articles of Incorporation and By-Laws of the Company, each as amended to date;
such records of the corporate proceedings of the Company as we deemed material;
a registration statement on Form S-8 under the Act relating to the Shares (the
"Registration Statement") and the prospectus contained therein (the
"Prospectus"); the Interstate Hotels Corporation 1999 Equity Incentive Plan; and
such other certificates, receipts, records and documents as we considered
necessary for the purposes of this opinion. In our examination, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as certified, photostatic or
facsimile copies, the authenticity of the originals of such copies and the
authenticity of telephonic confirmations of public officials and others. As to
facts material to our opinion, we have relied upon certificates or telephonic
confirmations of public officials and certificates, documents, statements and
other information of the Company or representatives or officers thereof.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts and the State of New York. We express no opinion concerning the
laws of any jurisdictions other than the laws of the United States of America
and The Commonwealth of Massachusetts, the State of New York and the Maryland
General Corporation Law.
Based upon the foregoing, we are of the opinion that when the Shares
have been issued and paid for in accordance with the terms of the Prospectus,
the Shares will be validly issued, fully paid and nonassessable shares of Class
A Common Stock.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours
/s/ GOODWIN, PROCTER & HOAR LLP
--------------------------------
GOODWIN, PROCTER & HOAR LLP
6
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 5, 1999, except for the last two
paragraphs of Note 8, as to which the date is March 31, 1999, and Note 18, as to
which the date is May 3, 1999, on our audits of the combined financial
statements as of December 31, 1998 and 1997 and for the period from January 1,
1998 to June 1, 1998 and for the period from June 2, 1998 to December 31, 1998
and for each of the two years in the period ended December 31, 1997 of
Interstate Hotels Corporation (Interstate), which appears in Interstate's
Information Statement/Prospectus dated June 8, 1999.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
August 30, 1999
