<PAGE>
As filed with the Securities and Exchange Commission on August 31, 1998
Registration 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
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FAIRFIELD COMMUNITIES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 71-0390438
(State of Incorporation) (I.R.S. Employer
Identification Number)
11001 EXECUTIVE CENTER DRIVE
LITTLE ROCK, ARKANSAS 72211
(501) 228-2700
(Address of Principal Executive Offices)
FAIRFIELD COMMUNITIES, INC.
THIRD AMENDED AND RESTATED 1997 STOCK OPTION PLAN
(Full Title of the Plan)
MARCEL J. DUMENY, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FAIRFIELD COMMUNITIES, INC.
8669 COMMODITY CIRCLE
ORLANDO, FLORIDA 32819
(407) 370-5200
(Name, Address and Telephone Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price per Offering Registration
be Registered Registered (1) Share Price Fee (3)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share (2). . . . . . . . 1,000,000 $11.875 $11,875,000 $3,504
============================================================================================================================
</TABLE>
(1) Pursuant to Rule 416, there are also registered hereunder an indeterminate
number of additional shares as may become subject to the Plan as a result
of the antidilution provisions contained therein.
(2) Includes associated share purchase rights pursuant to a Rights Agreement
adopted by the Registrant.
(3) The registration fee has been computed in accordance with paragraphs (c)
and (h) of Rule 457, based upon the average of the reported high and low
sale prices of shares of the Common Stock on the Composite Tape of the New
York Stock Exchange, Inc. on August 26, 1998.
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<PAGE>
EXPLANATORY NOTE
In accordance with the provisions of General Instruction E of Form S-8, the
registrant hereby incorporates by reference the contents of the registrant's
earlier Registration Statement on Form S-8 (Commission File No. 333-27833).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
4.1 Second Amended and Restated Certificate of Incorporation of the
Company (previously filed as Exhibit 3.8 to the Form 8-K, filed
by the Registrant on September 1, 1992, SEC File No. 92-22-6962,
and incorporated herein by reference).
4.2 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of the Company (previously filed as Exhibit 4.2 to
the Registrant's Registration Statement, SEC File No. 333-42901,
on Form S-8, and incorporated herein by reference).
4.3 Fifth Amended and Restated Bylaws of the Company (previously
filed as Exhibit 3.(ii) to the Form 8-K filed by the Registrant
on May 22, 1996, SEC File No. 001-08096, and incorporated herein
by reference).
4.4 Fairfield Communities, Inc. Third Amended and Restated 1997
Stock Option Plan (filed herewith).
5.1 Opinion of Jones, Day, Reavis & Pogue (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Pricewaterhouse Coopers LLP (filed herewith).
23.3 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page hereof).
<PAGE>
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 Little Rock, State of Arkansas on August 28, 1998.
FAIRFIELD COMMUNITIES, INC.
By: /s/ J.W. McConnell
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J. W. McConnell
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John W.
McConnell, Robert W. Howeth and Marcel J. Dumeny, and each of them acting
individually, 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 and all amendments (including post-effective
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, and each of them acting individually, full power and authority to do and
perform each and every act and thing necessary or advisable 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 below by the following persons in the
capacities indicated on August 28, 1998.
SIGNATURES TITLE
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/s/ J.W. McConnell President and Chief Executive Officer; Director
- -------------------------- (Principal Executive Officer)
J.W. McConnell
/s/ Robert W. Howeth Senior Vice President and Chief Financial Officer
- -------------------------- (Principal Financial Officer)
Robert W. Howeth
/s/ William G. Sell Vice President, Controller and Chief Accounting
- -------------------------- Officer (Principal Accounting Officer)
William G. Sell
/s/ Les R. Baledge Director
- --------------------------
Les R. Baledge
/s/ Ernest D. Bennett, III Director
- --------------------------
Ernest D. Bennett, III
/s/ Philip L. Herrington Director
- --------------------------
Philip L. Herrington
/s/ Gerald Johnston Director
- --------------------------
Gerald Johnston
<PAGE>
/s/ Bryan D. Langton Director
- ------------------------
Bryan D. Langton
Director
- ------------------------
Charles D. Morgan
/s/ Ralph P. Muller, III Director
- ------------------------
Ralph P. Muller, III
/s/ William C. Scott Director
- ------------------------
William C. Scott
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Second Amended and Restated Certificate of Incorporation of the
Company (previously filed as Exhibit 3.8 to the Form 8-K, filed
by the Registrant on September 1, 1992, SEC File No. 92-22-6962,
and incorporated herein by reference).
4.2 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of the Company (previously filed as Exhibit 4.2 to
the Registrant's Registration Statement, SEC File No. 333-42901,
on Form S-8, and incorporated herein by reference).
4.3 Fifth Amended and Restated Bylaws of the Company (previously
filed as Exhibit 3.(ii) to the Form 8-K filed by the Registrant
on May 22, 1996, SEC File No. 001-08096, and incorporated herein
by reference).
4.4 Fairfield Communities, Inc. Third Amended and Restated 1997
Stock Option Plan (filed herewith).
5.1 Opinion of Jones, Day, Reavis & Pogue (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Pricewaterhouse Coopers (filed herewith).
23.3 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page hereof).
<PAGE>
EXHIBIT 4.4
FAIRFIELD COMMUNITIES, INC.
THIRD AMENDED AND RESTATED 1997 STOCK OPTION PLAN
-------------------------------------------------
Fairfield Communities, Inc., a Delaware corporation (the "Company"), hereby
establishes this 1997 Stock Option Plan (the "Plan"), effective as of March 7,
1997, as amended and restated pursuant to action taken by the Compensation
Committee of the Board of Directors of the Company on June 5, 1997, to reflect
adjustments resulting from the 3-for-2 share split of the Company's Common Stock
which became effective on July 15, 1997, which action was approved by the Board
of Directors of the Company on June 5, 1997, and as further amended and restated
pursuant to action taken by the Compensation Committee of the Board of Directors
of the Company as of December 22, 1997, to reflect adjustments resulting from
the 2-for-1 share split of the Company's Common Stock which became effective on
January 30, 1998, and as further amended and restated by the Board of Directors
of the Company on March 31, 1998, subject to approval of the stockholders of the
Company, which was obtained on May 21, 1998, to increase the number of
authorized shares available under the Plan.
1. Purpose. The purpose of the Plan is to attract and retain the best
-------
available talent and encourage the highest level of performance by executive
officers, key employees, directors, advisors and consultants, and to provide
them with incentives to put forth maximum efforts for the success of the
Company's business, in order to serve the best interests of the Company and its
stockholders. All options granted under the Plan are intended to be
nonstatutory stock options.
2. Definitions. The following terms, when used in the Plan with initial
-----------
capital letters, will have the following meanings:
(a) "Act" means the Securities Exchange Act of 1934, as in effect from
time to time.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as in effect from
time to time.
(d) "Common Stock" means the common stock, par value $.01 per share, of
the Company or any security into which such common stock may be changed by
reason of any transaction or event of the type described in Paragraph 6.
(e) "Compensation Committee" means the Compensation Committee which is a
committee of the Board whose members are appointed by the Board from time to
time. All of the members of the Compensation Committee, which may not be less
than two, are intended at all times to qualify as "outside directors" within
the meaning of Section 162(m) of the Code and as "Non-Employee Directors"
within the meaning of Rule 16b-3; provided, however, that the failure of a
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member of such committee to so qualify shall not be deemed to invalidate any
Stock Option granted by such committee.
(f) "Date of Grant" means the date specified by the Compensation
Committee or the Board, as applicable, on which a grant of Stock Options will
become effective (which date will not be earlier than the date on which such
committee or the Board takes action with respect thereto).
(g) "Market Value per Share" means the fair market value per share of
the Common Stock on the Date of Grant as determined by the Compensation
Committee or the Board, as applicable.
(h) "Option Price" means the purchase price per share payable on
exercise of a Stock Option.
(i) "Participant" means a person who is selected by the Compensation
Committee or the Board, as applicable, to receive Stock Options under
Paragraph 5 of the Plan and who is at that time (i) an
<PAGE>
executive officer or other key employee of the Company or any Subsidiary, (ii)
an advisor or consultant to the Company or any Subsidiary, or (iii) a member
of the Board.
(j) "Rule 16b-3" means Rule 16b-3 under Section 16 of the Act, as such
Rule is in effect from time to time.
(k) "Stock Option" means the right to purchase a share of Common Stock
upon exercise of an option granted pursuant to Paragraph 5.
(l) "Subsidiary" means any corporation, partnership, joint venture or
other entity in which the Company owns or controls, directly or indirectly,
not less than 50% of the total combined voting power or equity interests
represented by all classes of stock issued by such corporation, partnership,
joint venture or other entity.
3. Shares Available Under Plan. The shares of Common Stock which may be
---------------------------
issued under the Plan will not exceed in the aggregate 2,650,000 shares, subject
to adjustment as provided in this Paragraph 3. Such shares may be shares of
original issuance or treasury shares or a combination of the foregoing.
(a) Any shares of Common Stock which are subject to Stock Options that
are terminated unexercised, forfeited or surrendered or that expire for any
reason will again be available for issuance under the Plan.
(b) The shares available for issuance under the Plan also will be
subject to adjustment as provided in Paragraph 6.
4. Individual Limitation on Stock Options. The maximum aggregate number of
--------------------------------------
shares of Common Stock with respect to which Stock Options may be granted to any
Participant during any calendar year will not exceed 300,000 shares.
5. Grants of Stock Options. The Compensation Committee or the Board may from
-----------------------
time to time authorize grants to any Participant of Stock Options upon such
terms and conditions as such committee or the Board, as applicable, may
determine in accordance with the provisions set forth below.
(a) Each grant will specify the number of shares of Common Stock to
which it pertains.
(b) Each grant will specify the Option Price, which will not be less
than 100% of the Market Value per Share on the Date of Grant.
(c) Each grant will specify whether the Option Price will be payable (i)
in cash or by check acceptable to the Company, (ii) by the transfer to the
Company of shares of Common Stock owned by the Participant for at least six
months (or, with the consent of the Compensation Committee or the Board, as
applicable, for less than six months) having an aggregate fair market value
per share at the date of exercise equal to the aggregate Option Price, (iii)
with the consent of the Compensation Committee or the Board, as applicable, by
authorizing the Company to withhold a number of shares of Common Stock
otherwise issuable to the Participant having an aggregate fair market value
per share on the date of exercise equal to the aggregate Option Price or (iv)
by a combination of such methods of payment; provided, however, that the
-------- -------
payment methods described in clauses (ii) and (iii) will not be available at
any time that the Company is prohibited from purchasing or acquiring such
shares of Common Stock. Any grant may provide for deferred payment of the
Option Price from the proceeds of sale through a bank or broker of some or all
of the shares to which such exercise relates.
(d) Successive grants may be made to the same Participant whether or not
any Stock Options previously granted to such Participant remain unexercised.
2
<PAGE>
(e) Each grant will specify the required period or periods (if any) of
continuous service by the Participant with the Company or any Subsidiary
and/or any other conditions to be satisfied before the Stock Options or
installments thereof will become exercisable, and any grant may provide, or
may be amended to provide, for the earlier exercise of the Stock Options in
the event of a change in control of the Company (as defined in the stock
option agreement evidencing such grant or in any agreement referred to in such
stock option agreement) or in the event of any other similar transaction or
event.
(f) Each Stock Option granted pursuant to this Paragraph 5 may be made
subject to such transfer restrictions as the Compensation Committee or the
Board, as applicable, may determine.
(g) Each grant will be evidenced by a stock option agreement executed on
behalf of the Company by the Chief Executive Officer (or another officer
designated by the Compensation Committee or the Board, as applicable) and
delivered to the Participant and containing such further terms and provisions,
consistent with the Plan, as such committee or the Board, as applicable, may
approve.
6. Adjustments. The Compensation Committee or the Board will make or provide
-----------
for such adjustments in the maximum number of shares specified in Paragraph 3
and Paragraph 4, in the number of shares of Common Stock covered by outstanding
Stock Options granted hereunder, in the Option Price applicable to any such
Stock Options, and/or in the kind of shares covered thereby (including shares of
another issuer), as such committee or the Board, as applicable, in its sole
discretion, exercised in good faith, may determine is equitably required to
prevent dilution or enlargement of the rights of Participants that otherwise
would result from any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company,
merger, consolidation, spin-off, reorganization, partial or complete
liquidation, issuance of rights or warrants to purchase securities or any other
corporate transaction or event having an effect similar to any of the foregoing.
In the event the Compensation Committee disagrees with the Board with respect to
the foregoing adjustments, the Board's determination will be final and
conclusive. Any fractional shares resulting from the foregoing adjustments will
be eliminated.
7. Withholding of Taxes. To the extent that the Company is required to
--------------------
withhold federal, state, local or foreign taxes in connection with any benefit
realized by a Participant under the Plan, or is requested by a Participant to
withhold additional amounts with respect to such taxes, and the amounts
available to the Company for such withholding are insufficient, it will be a
condition to the realization of such benefit that the Participant make
arrangements satisfactory to the Company for payment of the balance of such
taxes required or requested to be withheld. In addition, if permitted by the
Compensation Committee or the Board, a Participant may elect to have any
withholding obligation of the Company satisfied with shares of Common Stock that
would otherwise be transferred to the Participant on exercise of the Stock
Option.
8. Administration of the Plan.
--------------------------
(a) The Plan will be administered by the Compensation Committee and the
Board.
(b) The Compensation Committee and the Board have the full authority and
discretion to administer the Plan and to take any action that is necessary or
advisable in connection with the administration of the Plan, including without
limitation the authority and discretion to interpret and construe any
provision of the Plan or of any agreement, notification or document evidencing
the grant of a Stock Option. The interpretation and construction by the
Compensation Committee or the Board, as applicable, of any such provision and
any determination by the Compensation Committee or the Board pursuant to any
provision of the Plan or of any such agreement, notification or document will
be final and conclusive; provided, that in the event the Compensation
--------
Committee disagrees with the Board with respect to such interpretation,
construction or determination, the Board's determination will be final and
conclusive. No member of the Compensation Committee or the Board will be
liable for any such action or determination made in good faith.
(c) Notwithstanding any provision of the Plan to the contrary, the
Compensation Committee
3
<PAGE>
will have the exclusive authority and discretion to take any action required
or permitted to be taken under the provisions of Paragraph 6, Paragraph 8(a),
Paragraph 8(b), Paragraph 9(a) and Paragraph 9(b) with respect to Stock
Options granted under the Plan that are intended to comply with the
requirements of Section 162(m) of the Code.
9. Amendments, Etc.
----------------
(a) The Compensation Committee or the Board, as applicable, may, without
the consent of the Participant, amend any agreement evidencing a Stock Option
granted under the Plan, or otherwise take action, to accelerate the time or
times at which the Stock Option may be exercised, to extend the expiration
date of the Stock Option, to waive any other condition or restriction
applicable to such Stock Option or to the exercise of such Stock Option, to
reduce the exercise price of such Stock Option, to amend the definition of a
change in control of the Company (if such a definition is contained in such
agreement) to expand the events that would result in a change in control of
the Company and to add a change in control provision to such agreement (if
such provision is not contained in such agreement) and may amend any such
agreement in any other respect with the consent of the Participant.
(b) The Plan may be amended from time to time by the Board or any duly
authorized committee thereof. In the event any law, or any rule or regulation
issued or promulgated by the Internal Revenue Service, the Securities and
Exchange Commission, the National Association of Securities Dealers, Inc., any
stock exchange upon which the Common Stock is listed for trading, or any other
governmental or quasi-governmental agency having jurisdiction over the
Company, the Common Stock or the Plan, requires the Plan to be amended, or in
the event Rule 16b-3 is amended or supplemented (e.g., by addition of
----
alternative rules) or any of the rules under Section 16 of the Act are amended
or supplemented, in either event to permit the Company to remove or lessen any
restrictions on or with respect to Stock Options, the Compensation Committee
and the Board each reserves the right to amend the Plan to the extent of any
such requirement, amendment or supplement, and all Stock Options then
outstanding will be subject to such amendment.
(c) The Plan may be terminated at any time by action of the Board. The
termination of the Plan will not adversely affect the terms of any outstanding
Stock Option.
(d) The Plan will not confer upon any Participant any right with respect
to continuance of employment or other service with the Company or any
Subsidiary, nor will it interfere in any way with any right the Company or any
Subsidiary would otherwise have to terminate a Participant's employment or
other service at any time.
FAIRFIELD COMMUNITIES, INC.
By: /s/ Marcel J. Dumeny
Marcel J. Dumeny
Senior Vice President
4
<PAGE>
Exhibit 5.1
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JONES, DAY, REAVIS & POGUE
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75204
August 28, 1998
Fairfield Communities, Inc.
11001 Executive Drive
Little Rock, Arkansas 72211
Re: Registration on Form S-8 of 1,000,000 Shares of Common Stock,
par value $0.01 per share, of Fairfield Communities, Inc.
-------------------------------------------------------------
Ladies and Gentlemen:
We are acting as counsel to Fairfield Communities, Inc., a Delaware
corporation (the "Company"), in connection with the registration pursuant to the
Company's Registration Statement on Form S-8 of an additional 1,000,000 shares
(the "Shares") of Common Stock, par value $0.01 per share, of the Company
issuable upon the exercise of options granted pursuant to the Company's 1997
Stock Option Plan (the "Plan").
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion. Based on such examination and on
the assumptions set forth below, we are of the opinion that the Shares are duly
authorized and, when issued and delivered in accordance with the Plan against
payment of the consideration therefor as provided in the Plan and having a value
not less than the par value thereof, will be validly issued, fully paid, and
nonassessable.
In rendering the foregoing opinions, (i) we have assumed and have not
independently verified (a) that all signatures on all certificates and other
documents examined by us are genuine, and that, where any such signature
purports to have been made in a corporate, governmental or other capacity, the
person who affixed such signature to the certificate or the document had
authority to do so, and (b) the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents submitted to
us as copies, and (ii) as to certain factual matters, we have relied upon
certificates of public officials and of the Company and its officers and have
not independently checked or verified the accuracy of the factual statements
contained therein. In addition, our examination of matters of law has been
limited to the General Corporation Law of the State of Delaware and the federal
laws of the United States of America, in each case as in effect on the date
hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
<PAGE>
Exhibit 23.1
------------
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
Form S-8 for the registration of 1,000,000 shares of Fairfield Communities,
Inc. common stock pertaining to the Fairfield Communities, Inc. 1997 Stock
Option Plan, as amended, of our report dated February 2, 1998, with respect to
the consolidated financial statements of Fairfield Communities, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1997 and the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Little Rock, Arkansas
August 27, 1998
<PAGE>
Exhibit 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated March 14, 1997, except for Notes 22 and 24, as to
which the date is October 9, 1997, on our audits of the consolidated financial
statements of Vacation Break U.S.A., Inc. as of December 31, 1996, and for the
two years in the period ended December 31, 1996, appearing in the registration
statement on Form S-4 (SEC Registration No. 333-39615) of Fairfield Communities,
Inc. filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933.
Pricewaterhouse Coopers LLP
Miami, Florida
August 28, 1998
