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As filed with the Securities and Exchange Commission on June 29, 2000
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
EMPLOYEE STOCK PURCHASE 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 Proposed Maximum Amount of
Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Interests in the Interstate Indeterminate N/A N/A N/A
Hotels Corporation Employee
Stock Purchase Plan
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</TABLE>
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EXPLANATORY NOTE
The securities registered pursuant to this Form S-8 consist solely of
interests in the Interstate Hotels Corporation Employee Stock Purchase Plan (the
"Plan"). Shares of Class A common stock of Interstate Hotels Corporation (the
"Company") issuable pursuant to the Plan were registered pursuant to a Form S-8
filed with the Securities and Exchange Commission on September 30, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference the documents listed in
(a) through (d) below, which have previously been filed with the Securities and
Exchange Commission.
(a) The Company's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000;
(c) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 1999; and
(d) The description of the Company's common stock contained in its
Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on August 2, 1999, as amended, under
Section 12 of the Exchange Act, and any amendments or reports
filed 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.
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 standard 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 Interstate Hotels Corporation Employee Stock Purchase Plan
(incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 1999)
5.1 Opinion of Jones, Day, Reavis & Pogue as to the legality of
the securities being registered
23.1 Consent of Jones, Day, Reavis & Pogue (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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Item 9. Undertakings.
(a) The Company 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;
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
with or furnished to the Commission by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Company'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 Company pursuant to the foregoing
provisions, or otherwise, the Company 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 of 1933, and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person
of the Company 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 Company 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 of 1933 and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 June 29,
2000.
INTERSTATE HOTELS CORPORATION
By: /s/ J. William Richardson
------------------------------------------
J. William Richardson
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 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 by the following persons in the
capacities indicated below on June 29, 2000.
SIGNATURE CAPACITY
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/s/ Thomas F. Hewitt
---------------------------- Chairman of the Board of Directors and
Thomas F. Hewitt Chief Executive Officer
(Principal Executive Officer)
/s/ J. William Richardson
---------------------------- Vice Chairman and Chief Financial Officer
J. William Richardson (Principal Financial and Accounting Officer)
/s/ Michael L. Ashner
---------------------------- Director
Michael L. Ashner
/s/ Benjamin D. Holloway
---------------------------- Director
Benjamin D. Holloway
/s/ Stephen P. Joyce
---------------------------- Director
Stephen P. Joyce
/s/ Phillip H. McNeill, Sr.
---------------------------- Director
Phillip H. McNeill, Sr.
/s/ Anne L. Raymond
---------------------------- Director
Anne L. Raymond
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Interstate Hotels Corporation Employee Stock Purchase Plan
(incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 1999)
5.1 Opinion of Jones, Day, Reavis & Pogue as to the legality of
the securities being registered
23.1 Consent of Jones, Day, Reavis & Pogue (included in
Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on signature page of this
registration statement)
