<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WYNDHAM INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-2878485
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1950 Stemmons Freeway, Suite 6001, Dallas, Texas 75207
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
Pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [ ]
Securities Act registration statement file number to which this form relates:
- --------------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Class A Common Stock New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Wyndham International, Inc. ("Wyndham") is amending and restating the
Registration Statement on Form 8-A relating to Wyndham's Class A Common Stock
filed with the Securities and Exchange Commission on June 17, 1999 in order to
describe such securities in "plain English."
On June 30, 1999, Wyndham consummated the $1 billion equity investment in
its series B preferred stock and its related restructuring. As part of such
restructuring, Wyndham's certificate of incorporation was amended and restated
to, among other things, create separate classes of common stock designated as
class A common stock and class B common stock.
Item 1. Description of Registrant's Securities to be Registered.
DESCRIPTION OF CLASS A COMMON STOCK
We have attached to this Form 8-A/A as Exhibit 1 the form of our Restated
Certificate of Incorporation and as Exhibit 2 the form of our Amended and
Restated Bylaws. The discussion below is not a complete description of the terms
of the class A common stock, so you should read it together with our Restated
Certificate of Incorporation and our Amended and Restated Bylaws.
Except as described below regarding the election of directors, each share
of class A common stock will be entitled to one vote on each matter submitted to
a vote at any meeting of stockholders and the holders of shares of class A
common stock will vote together as one class on all matters submitted to a vote
of stockholders or, if any holders of shares of preferred stock are entitled to
vote together with the holders of class A common stock on any matter, as a
single class with the holders of preferred stock on the matter.
The right of the holders of the class A common stock to elect members of
our Board of Directors depends on the class of directors being elected.
. Class A Directors: Before the date the investors may voluntarily convert
their class B common stock to class A common stock, holders of the class
A common stock will elect the class A directors by plurality vote. From
and after the date the investors may voluntarily convert their class B
common stock to class A common stock, holders of the class A common
stock, voting together as a single class with the holders of the class B
common stock and series B preferred stock, will elect the class A
directors by plurality vote.
. Class B Directors: Holders of class A common stock have no right to
participate in the election of the class B directors.
. Class C Directors: Holders of the class A common stock, voting together
as a single class with the holders of the class B common stock and
series B preferred stock, generally will elect the Class C directors by
plurality vote.
1
<PAGE>
Subject to the rights of holders of preferred stock, holders of class A
common stock will be entitled to receive dividends and other distributions in
cash, stock or property as determined by our Board of Directors from time to
time. The holders of the class A common stock and the class B common stock will
be entitled to receive, and generally to share equally and ratably, such
dividends. However, if dividends are payable in shares of class A common stock
or class B common stock, the dividends will be declared at the same rate on each
class of stock, and the dividends payable to holders of class A common stock
will be paid in class A common stock and the dividends payable to holders of
class B common stock will be paid in class B common stock.
Upon our voluntary or involuntary liquidation, dissolution, distribution of
assets or other winding up, after distribution in full of preferential amounts
to be distributed to the holders of preferred stock or any other class or series
of stock having a preference as to liquidating distributions over the class A
common stock, the holders of the class A common stock and the class B common
stock will be entitled to share equally and ratably in all of our remaining
assets available for distribution to stockholders.
Unless approved by our Board of Directors, holders of our class A common
stock do not have preemptive rights to purchase (1) additional shares of our
capital stock, (2) warrants, rights or options to purchase additional shares of
our capital stock, or (3) any obligations convertible into such stock, warrants,
rights or options.
Item 2. Exhibits.
Exhibit No. Description
- ----------- -----------
1 Form of Restated Certificate of Incorporation of Wyndham
International, Inc. (filed on March 2, 1999 as Exhibit 99.3 to
Form 8-K (File No. 01-13127), and incorporated herein by
reference).
2 Form of Amended and Restated Bylaws of Wyndham International,
Inc. (filed on March 2, 1999 as Exhibit 99.4 to Form 8-K (File
No. 01-13127), and incorporated herein by reference).
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.
WYNDHAM INTERNATIONAL, INC.
Date: August 11, 1999 By: /s/ RICHARD MAHONEY
------------------------------
Richard Mahoney
Chief Financial Officer
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1 Form of Restated Certificate of Incorporation of Wyndham
International, Inc. (filed on March 2, 1999 as Exhibit 99.3 to
Form 8-K (File No. 01-13127), and incorporated herein by
reference).
2 Form of Amended and Restated Bylaws of Wyndham International,
Inc. (filed on March 2, 1999 as Exhibit 99.4 to Form 8-K (File
No. 01-13127), and incorporated herein by reference).
