<PAGE>
As filed with the Securities and Exchange Commission on March 31, 2000
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______
FAIRFIELD COMMUNITIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 71-0390438
(State of Incorporation) (I.R.S. Employer
Identification Number)
8669 Commodity Circle, #200
Orlando, Florida 32819
(Address of Principal Executive Offices)
FAIRFIELD COMMUNITIES, INC.
SECOND AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Marcel J. Dumeny, Esq.
Executive Vice President and General Counsel
Fairfield Communities, Inc.
8669 Commodity Circle, #200
Orlando, Florida 32819
(407) 370-5200
(Name, Address and Telephone Number of Agent for Service)
______
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 (3) Fee(3)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share (2)............ 500,000 shares $8.50 $4,250,000 $1,122
==================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, there are
also registered hereunder an indeterminate amount of interests in the
Fairfield Communities, Inc. Second Amended and Restated Employee Stock
Purchase Plan (the "Plan") and such 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 sales
prices of shares of the Common Stock on the Composite Tape of the New York
Stock Exchange, Inc. on March 27, 2000.
<PAGE>
EXPLANATORY NOTES
Effective as of November 18, 1999, an additional 500,000 shares of common
stock, par value $0.01 per share (the "Common Stock"), of Fairfield Communities,
Inc. (the "Company") were reserved for sale pursuant to the Fairfield
Communities, Inc. First Amended and Restated Employee Stock Purchase Plan (the
"First Amended and Restated Plan"). The First Amended and Restated Plan was
amended and restated (the "Second Amended and Restated Plan") to reflect the
increase by such additional 500,000 shares in the maximum number of shares of
Common Stock available for sale pursuant to the Second Amended and Restated
Plan. The Company hereby registers under this Registration Statement an
additional 500,000 shares of Common Stock for sale pursuant to the Second
Amended and Restated Plan. Pursuant to General Instruction E to Form S-8, the
contents of the Company's Registrant Statement on Form S-8 (SEC File No. 333-
16605), as amended by Post-Effective Amendment No. 1 thereto, which is effective
and under which the Company registered shares of Common Stock for sale pursuant
to the Second Amended and Restated Plan (as in effect at the applicable time of
filing of such Registration Statement and Post-Effective Amendment), are
incorporated herein by reference.
The information called for by Part I of Form S-8 is included in the
description of the Fairfield Communities, Inc. Second Amended and Restated Plan
to be delivered to persons purchasing shares pursuant to the Second Amended and
Restated Plan. Pursuant to the Note to Part I of Form S-8, this information is
not being filed with or included in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
<TABLE>
<C> <S>
4.1 Second Amended and Restated Certificate of Incorporation of the Company (previously filed as
Exhibit 3.8 to the Company's Current Report on Form 8-K, filed by the Company 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 Company's Registration Statement on Form S-8, SEC File
No. 333-42901, and incorporated herein by reference).
4.3 Fifth Amended and Restated By-Laws of the Company (previously filed as Exhibit 3.(ii) to the
Company's Current Report on Form 8-K dated May 22, 1996, SEC File No. 001-08096, and incorporated
herein by reference).
5.1 Opinion of Jones, Day, Reavis & Pogue (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereof).
99.1 Fairfield Communities, Inc. Second Amended and Restated Employee Stock Purchase Plan (filed
herewith).
</TABLE>
2
<PAGE>
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Orlando, State of Florida on this 31st day of
March, 2000.
FAIRFIELD COMMUNITIES, INC.
By: /s/ JAMES G. BERK
-------------------------------------
James G. Berk
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints James G.
Berk, 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 on Form S-8 has been signed below by the following
persons in the capacities indicated on March 31, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ JAMES G. BERK President and Chief Executive Officer; Director
- --------------------------------- (Principal Executive Officer)
James G. Berk
/s/ ROBERT W. HOWETH Executive Vice President and Chief Financial Officer
- --------------------------------- (Principal Financial Officer)
Robert W. Howeth
/s/ WILLIAM G. SELL Vice President/Controller
- --------------------------------- (Principal Accounting Officer)
William G. Sell
/s/ ERNEST D. BENNETT, III Director
- ---------------------------------
Ernest D. Bennett, III
/s/ PHILIP L. HERRINGTON Director
- ---------------------------------
Philip L. Herrington
/s/ GERALD M. JOHNSTON Director
- ---------------------------------
Gerald M. Johnston
/s/ BRYAN D. LANGTON Director
- ---------------------------------
Bryan D. Langton
/s/ CHARLES D. MORGAN Director
- ---------------------------------
Charles D. Morgan
/s/ WILLIAM C. SCOTT Director
- ---------------------------------
William C. Scott
</TABLE>
3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------- ------------
<C> <S>
4.1 Second Amended and Restated Certificate of Incorporation of the Company (previously filed as
Exhibit 3.8 to the Company's Current Report on Form 8-K, filed by the Company 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 Company's Registration Statement on Form S-8, SEC File
No. 333-42901, and incorporated herein by reference).
4.3 Fifth Amended and Restated By-Laws of the Company (previously filed as Exhibit 3.(ii) to the
Company's Current Report on Form 8-K dated May 22, 1996, SEC File No. 001-08096, and incorporated
herein by reference).
5.1 Opinion of Jones, Day, Reavis & Pogue (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereof).
99.1 Fairfield Communities, Inc. Second Amended and Restated Employee Stock Purchase Plan (filed
herewith).
</TABLE>
4
<PAGE>
Exhibit 5.1
JONES, DAY, REAVIS & POGUE
2727 North Harwood Street
Dallas, Texas 75201-1515
March 31, 2000
Fairfield Communities, Inc.
8669 Commodity Circle
Orlando, Florida 32819
Re: Registration on Form S-8 of 500,000 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 of 500,000
shares (the "Shares") of Common Stock, par value $0.01 per share, of the Company
(the "Common Stock") under the Securities Act of 1933, as amended, pursuant to
the Company's Registration Statement on Form S-8 (the "Registration Statement").
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion. Based upon such examination and
the assumptions set forth below, we are of the opinion that the Shares, when
issued and delivered in accordance with the provisions of the Fairfield
Communities, Inc. Second Amended and Restated Employee Stock Purchase Plan (the
"Plan") against payment of the consideration therefore as provided in the Plan
and having a value not less than the par value thereof, will be duly authorized,
validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, we have (i) 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 in a corporate, governmental or other capacity, the person
who affixed such signature to such certificate or other 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, relied upon certificates of
officers of the Company and public officials and have not independently checked
or verified the accuracy of the statements contained therein. In addition, our
examination of matters of law has been limited to the federal laws of the United
States of America and the General Corporation Law of the State of Delaware, 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
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 500,000 shares of Fairfield Communities, Inc.
Common Stock pertaining to the Fairfield Communities, Inc. Second Amended and
Restated Employee Stock Purchase Plan, as amended, of our report dated February
14, 2000, 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, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Little Rock, Arkansas
March 27, 2000
<PAGE>
Exhibit 99.1
FAIRFIELD COMMUNITIES, INC.
SECOND AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
Purpose
The Fairfield Communities, Inc. Second Amended and Restated Employee Stock
Purchase Plan (the "Plan") is intended to give employees of Fairfield
Communities, Inc. and its subsidiaries (except for those subsidiaries the
participation of which is excluded during such time as may be determined by the
Board of Directors (the "Board") of Fairfield Communities, Inc.) (collectively,
the "Company") the opportunity to purchase, through regular payroll deductions,
shares of common stock of the Company ("Common Stock") at a 15% discount to the
market price of the Common Stock and without paying any brokerage commissions.
Who is Eligible
All active full-time, commission sales, and seasonal employees (in each
case as defined in the Company's employee handbook) of the Company may purchase
shares through the Plan, provided they are actively employed on the first day of
the fourth calendar month of employment with the Company and have attained the
age of majority in their states. Employees whose service with the Company
terminates (excluding employees who return to active employment at the
expiration of approved leaves of absences) who subsequently are reemployed by
the Company will be considered to be new employees as of the effective dates of
their reemployment.
Purchases through Payroll Deductions
The Company is making its payroll deduction facilities available to
eligible employees to enable them to make purchases. Use the accompanying Plan
Enrollment Form if you desire to authorize payroll deductions. The amount of
the deduction will be the amount of your choice between 1% and 10% of your gross
cash compensation (defined as salary, wages, commissions and cash bonus payments
(including any amounts which have been deducted for 401(k) plans, salary
reduction deferral agreements, (S) 125 cafeteria-style plans, etc., but
excluding moving expenses, severance pay, benefit plan distributions,
disability, etc.)) (minimum of $5.00 per pay period). You may not, however,
purchase more than $25,000 of Common Stock per year through payroll deductions
under the Plan. Merrill Lynch, Pierce, Fenner & Smith Incorporated or a
successor brokerage firm selected by the Company (the "Broker") will act as the
agent of the Plan to purchase shares of Common Stock for participants' accounts.
The Broker will apply the amount accumulated during each month through payroll
deductions to the purchase of shares of Common Stock. Purchases of Common Stock
under the Plan will be made by the Broker as soon as administratively convenient
following the end of the month for which payroll deductions were accumulated.
You will bear the entire risk of changes in the market price of the Common Stock
from the time that the payroll deductions are made and the Common Stock is
purchased by the Broker and after the Common Stock is purchased for your
account.
Purchases of Common Stock under the Plan may be made from shares held in
the Company treasury or, if the Broker is so directed by the Company, in open
market transactions. If Common Stock is purchased from the Company's treasury
shares, the purchase price will be 85% of the closing price per share on the
Composite Tape of the New York Stock Exchange (or such other principal exchange
on which the Common Stock may be listed for trading from time to time) on the
last trading day of the month for which payroll deductions were accumulated. If
Common Stock is purchased by the Broker in the open market, the purchase price
will be equal to the actual purchase price per share paid by the Broker in the
open market transaction, with you paying 85% of the purchase price and the
remaining 15% being paid by the Company. If open market purchases under the
Plan for any month are made by the Broker at different prices, the portion of
the purchase price paid by the participants through payroll deduction will be
85% of the average purchase price per share for all shares of Common Stock
purchased for the Plan for that month with the Company paying the remainder.
The number of shares of Common Stock purchased for your account will be the
number of shares obtained by dividing your payroll deductions for the month
(plus, in the case of open market purchases, the portion of the purchase price
paid by the Company) by the applicable purchase price per share. No interest
will be paid on funds held pending purchases of the Common Stock.
You may increase or decrease the amount of your payroll deductions once
each quarter or discontinue deductions entirely at any time with re-entry
permitted at the beginning of a subsequent quarter. Any changes will
<PAGE>
take effect as soon as possible after your written request is received by the
Human Resources Department of the Company.
Direct Purchases
In addition to the payroll deduction method of purchasing shares, you may
also make "direct" purchases of shares by sending a check, along with written
instructions, directly to the Broker. Because you are a Plan participant,
transaction fees and commissions related to direct purchases will be discounted
from the Broker's regular rates. You will not receive any discount from the
market price of Common Stock for direct purchases.
Orders for direct purchases of additional Common Stock will be combined on
a daily basis with all orders received by the Broker for shares of the Company's
Common Stock. Orders will typically be entered on the first business day
following acceptance of your order by the Broker, or as soon as practicable
thereafter. Shares purchased in the open market may be purchased over a period
of time. In this case, your price will be the average of all shares purchased
over that period.
Listing of the Common Stock
The Company's Common Stock is traded on the New York Stock Exchange. The
price is listed in major newspapers every day under the trading symbol "FFD."
The listing in the newspaper typically includes, among other things, the high
price, the low price and the closing price for the prior trading day.
Ownership
The shares purchased through the Plan will be allocated to each employee
based upon the amount of his or her payroll deduction and the average cost of
shares purchased for the Plan on a given date. The allocation will be made in
whole shares and in fractions calculated to one ten-thousandth of a share (4
decimals). Upon allocation of shares to an employee's account, the employee
will acquire immediate and full ownership of such shares.
Record of Purchase
The Broker will mail a quarterly statement of account to you showing the
status of your account including the number of shares purchased, the price per
share and the total number of shares, including fractions, held in your account.
Costs of Investment
The brokerage commissions on all purchases through payroll deductions, as
well as the costs of administering the Plan, will be paid by the Company.
Registration of Shares
The certificates for shares purchased, whether through payroll deduction or
direct purchase, will be registered in the name of a nominee of the Broker. The
certificates will be held in safekeeping, and the Broker will act as custodian
without charge to you.
You may also designate a co-owner to be a joint tenant of your account by
completing a Joint Account Agreement available from your site or office benefits
coordinator.
Shareholder Privileges
You are the legal owner of the shares in your account. You will receive
notices of meetings, proxy statements, annual and interim reports and other
communications sent to shareholders. You will have the right to vote whole
shares and to receive any dividends paid with respect to your shares.
Sale of Shares
You may instruct the Broker to arrange for the sale of any or all of the
whole shares in your account. However, the Company will not pay the costs of
the sale of your shares. Promptly after executing the sale, the
<PAGE>
Broker will mail you a check for the proceeds (or deposit the funds in your
brokerage account), less the normal commission and any transfer taxes that may
be applicable.
You may, of course, also sell your shares by requesting your certificates,
pursuant to the procedure described in "How To Obtain Certificates" below, and
selling them through the broker of your choice.
How to Obtain Certificates
You may request the Broker to issue a certificate for any or all of the
whole shares held in your account, but you will be charged a certificate fee by
the Broker.
The shares so issued will be registered in your name (or jointly with a co-
owner) and mailed to you.
Termination
You may terminate your participation in the Plan at any time. If you
terminate your participation in the Plan, your account with the Broker will
remain open unless you choose to close it. You can continue to buy and sell
securities through your brokerage account, but different transaction fees and an
annual account fee will apply. If you wish to close your account, you should
instruct the Broker to:
. Issue a certificate to you for the whole shares and sell any fraction
in your account; or
. Sell all whole shares and any fraction in your account. Promptly after
the sale, the Broker will remit by check the total proceeds from the
sale less the normal commission and transfer taxes that may be
applicable. A brokerage confirmation of the transaction will also be
mailed.
Continuation of the Plan
The Plan became effective on or about January 1, 1997. A maximum of
1,026,364 shares of Common Stock (which reflects adjustments for prior stock
splits and the increase of 500,000 additional shares of Common Stock available
for purchase under the Plan which the Board approved on November 18, 1999) have
been authorized for purchase under the Plan. Upon the purchase of all 1,026,364
shares (whether from the Company or in open market transactions), the Plan will
terminate, unless extended by the Company. Through March 30, 2000, approximately
523,220 shares of Common Stock had been purchased under the Plan. The Company
reserves the right to amend or terminate the Plan at any time. Upon termination
of the Plan, you will have the same options for the disposition of your shares
as if you had elected to terminate your participation in the Plan.
Adjustments
The Board may make or provide for such adjustments in the number or kind of
shares of the Common Stock that may be sold under the Plan as the Board in its
sole discretion may determine is equitably required in connection with:
. any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the
Company,
. any merger, consolidation, spin-off, split-off, spin-out, split-up,
separation, reorganization, liquidation, or other distribution of
assets or issuance of rights or warrants to purchase Common Stock, or
. any other corporate transaction or event having an effect similar to
any of the foregoing.
Conflicts
In the event of any conflict or inconsistency between the provisions of
this Plan and any other document, the provisions of the Plan shall govern with
respect to the matter.
<PAGE>
Administration
This Plan will be administered by the Compensation Committee of the Board.
The Compensation Committee currently consists of three members of the Board who
are selected annually by the Board and may be removed at any time by action of
the Board. The Compensation Committee will have authority to interpret the
Plan, to prescribe, amend and rescind rules relating to it, and to make all
other determinations deemed necessary or advisable in administering the Plan.
The Compensation Committee's determination with respect to any matter pertaining
to the Plan will be final, absent manifest error. No trust or fiduciary
relationship with the Company is created hereby. No officer, director or
employee of the Company shall be liable to any person for any action taken or
omitted in connection with the administration of this Plan, nor shall the
Company be liable to any such person for any such omission.
Employment Rights
Neither the establishment of this Plan nor the status of an employee as a
participant shall give any participant any right to be retained in the employ of
the Company.
Governing Law
The construction, validity and operation of the Plan will be governed by
the laws of the State of Arkansas.
Assignment
Participants may not assign or hypothecate their interests in the Plan.
How to Participate
If you desire to participate in the Plan, complete the accompanying Plan
Enrollment Form as indicated and give it to your site or office benefits
coordinator or mail it to the Company at the following address:
Human Resources Department
Employee Stock Purchase Plan
Fairfield Communities, Inc.
11001 Executive Center Drive
Little Rock, Arkansas 72211
March 31, 2000
