<PAGE>
As filed with the Securities and Exchange Commission on December 12, 2000
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
______________________
WYNDHAM INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-2878485
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1950 Stemmons Freeway 75207
Suite 6001 (Zip Code)
Dallas, Texas
(Address of principal executive offices)
Wyndham International, Inc.
1997 Incentive Plan
(Full title of the plan)
Fred J. Kleisner
President and Chief Executive Officer
1950 Stemmons Freeway, Suite 6001
Dallas, Texas 75207
(214) 863-1000
(Name and address, including zip code, and
telephone number of agent for service)
Copy to:
N. Kathleen Friday, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4675
(214) 969-2800
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered (1) Share (2) Price (2) Fee
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value
$0.01 per share ("Class A Common 3,400,000 $1.66 $5,644,000 $1,490
Stock")
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</TABLE>
(1) Issuable upon exercise of options available for grant under the Wyndham
International, Inc. 1997 Incentive Plan. This Registration Statement also
covers any additional shares that may hereafter become purchasable as a
result of the adjustment to the provisions of the Wyndham International,
Inc. 1997 Incentive Plan.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) and (h). The calculation of the proposed maximum offering
price is based upon the aggregate exercise price for shares of Class A
Common Stock issuable upon the exercise of options already granted and is
based upon the average of the high and low sales prices of the Class A
Common Stock of Wyndham International, Inc. on December 12, 2000, as
reported by the New York Stock Exchange.
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Incorporation of Documents by Reference
---------------------------------------
This Registration Statement on Form S-8 registers additional securities
of the same class as other securities for which a Registration Statement on Form
S-8 relating to the same employee benefit plan was filed with the Securities and
Exchange Commission on July 6, 1999. Accordingly, pursuant to General
Instruction E of Form S-8, promulgated under the Securities Act of 1933, as
amended, the contents of the Registration Statement on Form S-8 (File No. 333-
82325), filed with the Securities and Exchange Commission on July 6, 1999, are
incorporated herein by reference. Capitalized terms used but not defined herein
shall have the meanings assigned to them in the incorporated document.
Amendment to the 1997 Incentive Plan
------------------------------------
An amendment to the Wyndham International, Inc. 1997 Incentive Plan,
as amended and restated as of June 29, 1999 (the "Plan"), was approved by the
Registrant's stockholders at the Registrant's annual meeting on May 26, 2000.
The amendment increases the number of shares available for grant under the Plan
to an amount equal to 7.5% of the shares of the Registrant's Class A Common
Stock determined on a fully diluted basis. For purposes of the amendment,
"fully diluted basis" means the assumed conversion of all outstanding shares of
the Registrant's Series A Convertible Preferred Stock and Series B Convertible
Preferred Stock, the assumed exercise of all outstanding stock options and the
assumed conversion of all units of partnership interest in Patriot American
Hospitality Partnership, L.P. and Wyndham International Operating Partnership,
L.P. that are subject to redemption.
Exhibits
--------
See Index to Exhibits, attached hereto.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Dallas, State of Texas, on December 12, 2000.
WYNDHAM INTERNATIONAL, INC.
By: /s/ FRED J. KLEISNER
------------------------------------------
Fred J. Kleisner
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Wyndham International, Inc.,
hereby constitute and appoint Fred J. Kleisner as our true and lawful attorney
with full power 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 directors and officers to enable Wyndham International,
Inc. to comply with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorney to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on December 12, 2000.
Signature Title
--------- -----
/s/ FRED J. KLEISNER Chairman of the Board and Chief Executive
-------------------------- Officer (Principal Executive Officer)
Fred J. Kleisner
/s/ RICHARD A. SMITH Executive Vice President and Chief
-------------------------- Officer (Principal Financial Officer and
Financial Richard A. Smith Principal Accounting Officer)
-------------------------- Director
Karim Alibhai
/s/ LEON D. BLACK Director
--------------------------
Leon D. Black
/s/ LEONARD BOXER Director
--------------------------
Leonard Boxer
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/s/ NORMAN BROWNSTEIN Director
--------------------------
Norman Brownstein
/s/ JAMES D. CARREKER Director
-------------------------
James D. Carreker
/s/ STEPHEN T. CLARK Director
-------------------------
Stephen T. Clark
/s/ MILTON FINE Director
-------------------------
Milton Fine
/s/ PAUL FRIBOURG Director
-------------------------
Paul Fribourg
/s/ SUSAN T. GROENTEMAN Director
-------------------------
Susan T. Groenteman
/s/ THOMAS H. LEE Director
-------------------------
Thomas H. Lee
------------------------- Director
Alan M. Leventhal
------------------------- Director
William L. Mack
/s/ LEE S. NEIBART Director
-------------------------
Lee S. Neibart
/s/ MARC J. ROWAN Director
-------------------------
Marc J. Rowan
/s/ ROLF E. RUHFUS Director
-------------------------
Rolf E. Ruhfus
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/s/ SCOTT A. SCHOEN Director
-------------------------
Scott A. Schoen
/s/ SCOTT M. SPERLING Director
-------------------------
Scott M. Sperling
/s/ SHERWOOD M. WEISER Director
-------------------------
Sherwood M. Weiser
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
------- -----------------------
4.1* Amendment No. 1 to the Wyndham International, Inc. 1997 Incentive
Plan.
4.2 Wyndham International, Inc. 1997 Incentive Plan, as amended and
restated as of June 29, 1999 (incorporated by reference to Exhibit
10.20 to the Company's Annual Report on Form 10-K filed on March
30, 2000).
5* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5 filed herewith).
24.1* Powers of Attorney (included on signature pages hereto)
_____________________
*Filed herewith.
