SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Vail Resorts, Inc.
(Exact name of registrant as specified in its charter)
Delaware 51-0291762
(State of incorporation) (I.R.S. Employer Identification No.)
Post Office Box 7, Vail, CO 81658
(Address of principal executive offices) (Zip Code)
Vail Associates, Inc. 401(k) Retirement Plan
(Full title of the plan)
-with a copy to-
James S. Mandel, Esq. Thomas A. Richardson, Esq.
Vail Associates, Inc. Holme Roberts & Owen LLP
P.O. Box 7 1700 Lincoln Street, Suite 4100
Vail, CO 81658 Denver, Colorado 80203
(970) 845-2950 (303)861-7000
(Name, address and telephone
number of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Offering Maximum Amount of
Securities to be Price Per Aggregate Registration
be Registered Registered Share(1) Offering Price(1) Fee
<C> <C> <C> <C> <C>
Common Stock 250,000 $21.00 $5,250,000 $1,591
($.01 par value)
<FN>
<FN1>(1) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan
described herein.
<FN2>(2) Established pursuant to Rule 457 (h) and (o)
</FN>
</TABLE>
Part II of Form S-8
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Vail Resorts, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the year
ended September 30, 1996.
(2) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the
end of the fiscal year of the Company.
(3) The description of the Common Stock, $.01 par value
per share of the Company contained in the Company's Registration
Statement on Form 8-A filed on July 3, 1996; Commission File No.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from
the date of filing of such documents.
Item 4 DESCRIPTION OF SECURITIES - Not Applicable
Item 5 INTEREST OF NAMED EXPERTS AND COUNSEL - Not Applicable
Item 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Delaware corporation and, after the Offerings,
will be subject to Section 203 of the Delaware General Corporation Law
("Delaware Law"). In general, Section 203 prevents an "interested
stockholder" (defined generally as a person owning 15% or more of a
corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with a Delaware corporation for three years
following the date such person became an interested stockholder unless
(i) before such person became an interested stockholder, the board of
directors of the corporation approved the transaction in which the
interested stockholder became an interested stockholder or approved the
business combination, (ii) upon consummation of the transaction that
resulted in the interested stockholder becoming an interested
stockholder, the interested stockholder owns at least 85% of the voting
stock of the corporation outstanding at the time the transaction
commenced (excluding shares owned by persons who are both officers and
directors of the corporation, and held by certain employee stock
ownership plans) or (iii) following the transaction in which such person
became an interested stockholder, the business combination is approved
by the board of directors of the corporation and authorized at a meeting
of stockholders by the affirmative vote of the holders of at least two-thirds
of the outstanding voting stock of the corporation not owned by
the interested stockholder.
Directors Liability and Indemnification. The Company's Restated
Certificate of Incorporation (the "Certificate") provides that to the
fullest extent permitted by Delaware Law or other applicable law, a
director of the Company shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a
director. Under current Delaware Law, liability of a director may not
be limited (i) for any breach of director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or stock
redemptions or repurchases and (iv) for any transaction from which the
director derives an improper personal benefit. The effect of the
provision of the Certificate is to eliminate the rights of the Company
and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for
breach of fiduciary duty of care as a director (including breaches
resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i) through (iv) above. This provision
does not limit or eliminate the rights of the Company or any stockholder
to seek nonmonetary relief such as an injunction or rescission in the
event of a breach of a director's duty of care. In addition, the
Company's Bylaws provide that the Company shall indemnify its directors,
officers and employees to the fullest extent permitted by applicable
law.
Item 7 EXEMPTION FROM REGISTRATION CLAIMED - Not applicable
Item 8 EXHIBITS
Exhibit Description
5.1 Opinion and Consent of Holme Roberts & Owen LLP
as to the Plan
interests being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Holme Roberts & Owen LLP (contained in
their opinion filed as Exhibit 5.1).
Item 9 UNDERTAKINGS
(a) Rule 415 Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any fact or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference
The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Acceleration of Effective Date and Filing Registration
Statement on Form S-8
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions discussed in Item 6, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in such act and will be governed by the final
adjudication of such issue.
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 under signed, thereunto duly authorized in the City of Vail, State
of Colorado, as of January 27, 1997.
VAIL RESORTS, INC.
By: /s/ James S. Mandel
James S. Mandel
Senior Vice President
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 and on the dates
indicated.
<TABLE>
Signatures Title Date
<C> <C> <C>
/s/ Adam M. Aron* Chairman of the Board and January 27, 1997
Adam M. Aron Chief Executive Officer
(Principal Chief Executive
Officer)
/s/ Andrew P. Daly Director January 27, 1997
Andrew P. Daly
/s/ Leon D. Black Director January 27, 1997
Leon D. Black
/s/ Craig M. Cogut Director January 27, 1997
Craig M. Cogut
/s/ Robert A. Katz Director January 27, 1997
Robert A. Katz
/s/ William L. Mack Director January 27, 1997
William L. Mack
/s/ Antony R. Ressler Director January 27, 1997
Antony R. Ressler
/s/ Marc J. Rowan Director January 27, 1997
Marc J. Rowan
/s/ Bruce H. Spector Director January 27, 1997
Bruce H. Spector
/s/ James P. Donohue Senior Vice President January 27. 1997
James P. Donohue and Principal Financial
and Accounting Officer
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustee (or other person who administers the Vail
Associates Inc. 401(k) Retirement Plan)has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Vail, Colorado on the 27th January, 1997.
VAIL ASSOCIATES, INC. 401(k)RETIREMENT PLAN
By: /s/ Gerald E. Flynn
Gerald E. Flynn
Plan Trustee
<TABLE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
<C> <C>
5.1 Opinion and Consent of Holme Roberts & Owen LLP as to the securities
being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Holme Roberts & Owen LLP (contained in their
opinion filed as Exhibit 5.1)
</TABLE>
EXHIBIT 5.1 Opinion and Consent of Holme Roberts & Owen LLP
Holme Roberts & Owen LLP
1700 Lincoln, Suite 4100
Denver, CO 80203
January 27, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Vail Associates, Inc.
Form S-8 Registration Statement
Vail Associates, Inc. 401(k) Retirement Plan
Gentlemen:
This firm has acted as counsel to Vail Resorts, Inc. (the "Company") in
connection with the preparation and filing of its registration statement
on Form S-8 under the Securities Act of 1933, as amended, covering the
issuance of an aggregate of 250,0000 shares of common stock, $.01 par
value per share of the Company (the "Common Stock") and an indeterminate
amount of interests in the Vail Associates, Inc. 401(k) Retirement Plan
(the "Plan") that may be acquired through participation in the Plan.
We have examined the Company's Articles of Incorporation and bylaws and
the record of its corporate proceedings with respect to the registration
statement and have made such other investigation as we have deemed
necessary in order to express the following opinion.
Based on the foregoing, we are of the opinion that the Plan and former
employees' interests will be properly authorized and legally issued to
employees of Vail Associates, Inc. who participate in the Plan and in
accordance with its terms and that the Common Stock, when issued as
contemplated by the Plan and the registration statement, will be legally
issued, fully paid and nonassessable.
We hereby consent to all references to this firm in the registration
statement and all amendments to the registration statement. We further
consent to the use of this opinion as an exhibit to the registration
statement.
Very truly yours,
Holme Roberts & Owen LLP
By /s/ Thomas A. Richardson
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 of our report dated October
31, 1996 included inthe Vail Resorts Inc. Form 10-K for the year ended
September 30, 1996 and to all reference to our firm included in this
registration statement.
Arthur Anderson LLP
Denver, Colorado
January 24, 1997
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in this Form S-8 of Vail
Resorts, Inc.of our report dated October 7, 1994 (with respect to the
financial statements of Packerland Packing Company, Inc.) which is
included in the Vail Resorts Inc. Annual Report (Form 10-K) for the year
ended September 30, 1996 filed with the Securities and Exchange
Commission
Milwaukee, Wisconsin
January 24, 1997
