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As filed with the Securities and Exchange Commission on August 7, 1998
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PRIME HOSPITALITY CORP.
(Exact name of registrant as specified in its charter)
Delaware 22-2640625
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
700 Route 46 East
Fairfield, New Jersey 07004
(973) 882-1010
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
-----------------------
Prime Hospitality Corp. 1995 Employee Stock Option Plan
(Amended and Restated as of February 20, 1998)
(Full title of the plan)
-----------------------
Joseph Bernadino, Esq.
Senior Vice President, Secretary and General Counsel
Prime Hospitality Corp.
700 Route 46 East
Fairfield, New Jersey 07004, (973) 882-1010
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------
Copies to
William H. Gump, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
======================= ====================== ========================= ===================== ======================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
- ----------------------- ---------------------- ------------------------- --------------------- ----------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$0.01 par value per
share 1,800,000 $13.3125 $23,962,500 $7,068.94
======================= ====================== ========================= ===================== ======================
</TABLE>
(1) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities Act")
based upon the average of the high and low sales prices of the Class A Common
Stock as reported by the New York Stock Exchange on August 4, 1998.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Prime Hospitality Corp., a Delaware company (the
"Company"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998, filed pursuant to the Exchange Act;
(c) The Company's Current Report on Form 8-K, filed on January 7, 1998,
pursuant to the Exchange Act;
(d) The Company's Registration Statements on Form S-8 (Nos. 333-03361
and 333-44287), filed on May 16, 1996 and January 15, 1998, respectively,
pursuant to the Securities Act; and
(e) The description of the common stock of the Company, $0.01 par value
per share (the "Common Stock") included in the Company's Application for
Registration on Form 8-A, dated June 5, 1992, as amended by the Company's
Amendments to Application or report on Form 8, dated July 9, 1992 and
December 23, 1992, respectively, pursuant to the Exchange Act.
In addition, all documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all the securities offered hereby have been sold
or which deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of the
filing of such documents with the Commission.
Item 8. EXHIBITS
Exhibit No.
- -----------
5 Opinion of Willkie Farr & Gallagher as to the validity of the
shares to be issued.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Powers of Attorney (reference is made to the signature page herein).
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Fairfield, State of New Jersey, on the 24th day of July, 1998.
PRIME HOSPITALITY CORP.
By: /s/ David A. Simon
--------------------------------
David A. Simon
Chairman of the Board, President
and Chief Executive Officer
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The undersigned officers and directors of Prime Hospitality Corp. hereby
severally constitute and appoint David A. Simon and John M. Elwood, and each of
them, attorneys-in-fact for the undersigned, in any and all capacities, with the
power of substitution, to sign any amendments to this Registration Statement
(including post-effective amendments) and to file the same with exhibits thereto
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ David A. Simon Chairman of the Board, July 24, 1998
- -------------------- President and Chief Executive
David A. Simon Officer (principal executive officer)
/s/ John M. Elwood Executive Vice President, July 24, 1998
- -------------------- Chief Financial Officer and
John M. Elwood Director (principal financial
officer and principal accounting
officer)
/s/ Herbert Lust, II Director July 27, 1998
- --------------------
Herbert Lust, II
/s/ Jack H. Nusbaum Director August 3, 1998
- --------------------
Jack H. Nusbaum
/s/ Howard M. Lorber Director July 27, 1998
- --------------------
Howard M. Lorber
/s/ A.F. Petrocelli Director July 24, 1998
- --------------------
A.F. Petrocelli
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INDEX TO EXHIBITS
Exhibit No.
- -----------
5 Opinion of Willkie Farr & Gallagher as to the validity of the
shares to be issued.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Powers of Attorney (included on signature page).
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EXHIBIT 5
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
August 6, 1998
Prime Hospitality Corp.
700 Route 46 East
Fairfield, New Jersey 07004
Re: Registration Statement on Form S-8
----------------------------------
Dear Sirs:
We have acted as counsel for Prime Hospitality Corp., a Delaware corporation
(the "Company") in connection with the registration pursuant to the Securities
Act of 1933, as amended (the "Act"), of 1,800,000 shares of common stock of the
Company, par value $.01 per share (the "Common Stock"), to be issued pursuant to
the terms of the Company's 1995 Employee Stock Option Plan (the "Plan").
In connection therewith, we have participated in the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Common Stock to be filed with the Securities and Exchange Commission on or
about August 6, 1998, and we are familiar with the corporate proceedings taken
to date in connection with the authorization and issuance of the Common Stock.
As counsel for the Company, we have examined, among other things, such federal
and state laws and originals and/or copies (certified or otherwise identified to
our satisfaction) of such documents, certificates and records as we have deemed
necessary and appropriate for the purpose of preparing this opinion.
Based on the foregoing, we are of the opinion that, with respect to the shares
of Common Stock to be originally issued, such shares, when duly sold, issued and
paid for in accordance with the terms of the Plan, will be duly authorized and
validly issued and will be fully paid and nonassessable.
No person or entity other than you may rely or claim reliance upon this opinion.
This opinion is limited to the matters stated herein and no opinion is implied
or may be
<PAGE>
inferred beyond the matters expressly stated. We call to your attention that we
are not admitted to practice, do not purport to be experts in the laws of, and,
accordingly, do not express an opinion as to matters arising under the laws of
any jurisdiction other than the laws of the State of New York, the Delaware
General Corporation Law and the federal laws of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Willkie Farr & Gallagher
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EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 27, 1998,
except with respect to the matter discussed in Note 12 as to which the date is
March 12, 1998, included in the Company's Form 10-K for the year ended
December 31, 1997 and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
Roseland, New Jersey
August 7, 1998
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EXHIBIT 23.2
(Contained in Exhibit 5)
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EXHIBIT 24
(Reference is made to the signature page)
