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As filed with the Securities and Exchange Commission on June 12, 2000.
Registration No. 333-66624
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
SODEXHO MARRIOTT SERVICES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-0936594
------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
9801 WASHINGTONIAN BOULEVARD
GAITHERSBURG, MARYLAND 20878
----------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SODEXHO MARRIOTT SERVICES, INC. 1993 COMPREHENSIVE STOCK INCENTIVE PLAN
AND
SODEXHO MARRIOTT SERVICES, INC. 1998 COMPREHENSIVE STOCK INCENTIVE PLAN
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(FULL TITLE OF THE PLAN)
ROBERT A. STERN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
SODEXHO MARRIOTT SERVICES, INC.
9801 WASHINGTONIAN BOULEVARD
GAITHERSBURG, MARYLAND 20878
(301) 987-4480
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(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
(Copy to:)
LINDA MAROTTA THOMAS, ESQ.
PIPER MARBURY RUDNICK & WOLFE LLP
6225 SMITH AVENUE
BALTIMORE, MARYLAND 21209-3600
(410) 580-4271
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAX-
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE IMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
---------------- --------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock (par value 10,000,000 (1)(2) (3) (3) (3)
$1.00 per share)(1)
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<FN>
(1) These shares, and the rights attached thereto, were originally registered on the registration statement on Form S-8 filed on
July 27, 1993, File No. 333-66624 (the "Registration Statement"). The Registration Statement registered 34,000,000 shares of
Marriott International, Inc. common stock, issuable under the Marriott International, Inc. 1993 Comprehensive Stock Incentive
Plan (the "MI 1993 Plan"). On October 31, 1996, Post-Effective Amendment No. 1 to the Registration Statement was filed to
provide that the registered shares reserved for future awards would be issued pursuant to the Marriott International, Inc. 1996
Comprehensive Stock Incentive Plan (the "MI 1996 Plan"), which effectively replaced the 1993 Comprehensive Stock Incentive
Plan. Post-Effective Amendment No. 2 to the Registration Statement was filed on April 15, 1998 to adjust the number of shares
reserved under the plans from 34,000,000 to 10,000,000 to effect a one-for-four reverse stock split. Post-Effective Amendment
No. 2 also changed the name of the MI 1993 Plan to the Sodexho Marriott Services, Inc 1993 Comprehensive Stock Incentive Plan
and the MI 1996 Plan to the Sodexho Marriott Services, Inc. 1998 Comprehensive Stock Incentive Plan (collectively, "the Plans")
to reflect the change in the Company's name from Marriott International, Inc. to Sodexho Marriott Services, Inc.
(2) In addition, pursuant to Rule 416 under the Securities Act of 1993, this registration statement also covers an indeterminate
number of additional shares that may be offered or issued pursuant to the Plans as a result of stock splits, stock dividends or
similar transactions.
(3) The filing fee for the registered securities was previously paid with the Registration Statement.
</FN>
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EXPLANATORY STATEMENT
---------------------
This Post-Effective Amendment No. 3 to the registration statement on
Form S-8 filed July 27, 1993, File No. 333-66624 (the "Registration Statement")
is being filed for the purpose of filing a copy of the Sodexho Marriott
Services, Inc. 1993 Comprehensive Stock Incentive Plan, as amended April 1999,
and the Sodexho Marriott Services, Inc. 1998 Comprehensive Stock Incentive Plan
(amended and restated effective March 27, 1998), which are attached as Exhibit
4(a) and 4(b) hereto. The copies of the Plans attached hereto supercede and
replace all previous versions of the Plans.
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on this Post-Effective Amendment No. 3 to
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
Gaithersburg, State of Maryland, on this 12th day of June, 2000.
SODEXHO MARRIOTT SERVICES, INC.
By: /s/ ROBERT A. STERN
---------------------------
Robert A. Stern
Senior Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to Form S-8 Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ MICHEL LANDEL President and Chief Executive Officer June 12, 2000
--------------------------------- (Principal Executive Officer)
Michel Landel
/s/ JOHN BUSH Senior Vice President and June 12, 2000
--------------------------------- Chief Financial Officer and
John Bush Acting Chief Accounting Officer
(Principal Financial Officer)
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A majority of the Board of Directors.
By: /s/ ROBERT A. STERN June 12, 2000
------------------------------
Robert A. Stern
as Attorney-in-Fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4(a) Sodexho Marriott Services, Inc. 1993 Comprehensive Stock Incentive Plan, as
amended April 1999 (filed herewith).
4(b) Sodexho Marriott Services, Inc. 1998 Comprehensive Stock Incentive Plan
(amended and restated effective March 27, 1998) (filed herewith)
24 Power of Attorney (filed herewith)
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