UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHARTWELL LEISURE INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3326054
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
605 Third Avenue, 23rd Floor 10158
New York, New York (Zip Code)
(Address of principal executive offices)
Chartwell Leisure Inc. 1994 Stock Option Plan
(Full title of the plan)
Richard L. Fisher
Chairman of the Board
and Chief Executive officer
605 Third Avenue, 23rd Floor
New York, New York 10158
(Name and address of agent for service)
(212) 692-1400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Proposed Proposed maximum Amount of
Amount to be maximum offering aggregate offering registration
Title of securities to be registered registered(1) price per share(1) price(1) fee(1)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 2,000,000 $13.25 $26,500,000 $8,031
==============================================================================================================================
</TABLE>
(1) 2,000,000 shares of Common Stock were previously registered by Chartwell
Leisure Inc., a Delaware corporation (the "Registrant"), pursuant to its
Registration Statement on Form S-8 (the "Original S-8") filed with the
Securities and Exchange Commission (the "Commission") on November 1, 1996
(File No. 333-15359), the contents of which are incorporated by reference
herein. A registration fee in the amount of $8,113.55 was paid by the
Registrant at such time as the Original S-8 was filed with the Commission.
Of the shares being registered hereby, all 2,000,000 shares are to be
offered at prices not presently determinable. Pursuant to paragraphs (c)
and (h) of Rule 457 of the Securities Act of 1933, as amended (the
"Securities Act"), the proposed maximum offering price per share of such
2,000,000 shares is estimated solely for the purpose of determining the
registration fee and is based upon the average of the high and low prices
per share of the Registrant's Common Stock reported on the Nasdaq National
Market on June 30, 1997, within five business days prior to the date of
filing of this Registration Statement.
C/M: 11752.0000 437147.3
-1-
<PAGE>
EXPLANATORY NOTE
2,000,000 shares of Common Stock were previously registered by the
Registrant pursuant to its Registration Statement on Form S-8 (the "Original
S-8") filed with the Securities and Exchange Commission (the "Commission") on
November 1, 1996 (File No. 333-15359). This Registration Statement is being
filed to register an additional 2,000,000 shares of the Registrant's Common
Stock under the Registrant's 1994 Stock Option Plan (the "Plan"), which
increase, together with certain other amendments to the Plan, was approved by
the Registrant's stockholders on May 1, 1997. Pursuant to General Instruction E.
of the General Instructions to Form S-8, the contents of the Original S-8 are
incorporated by reference herein, except as the same may be modified by the
information set forth herein.
Item 3. Incorporation of Certain Documents by Reference.
The following documents, which have been heretofore filed with the
Commission by the Registrant, are incorporated by reference in this Registration
Statement:
(a) The Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 1996 (File No. 0-24794), filed with the Commission on March
27, 1997.
(b)(1) The Registrant's quarterly report on Form 10-Q for the fiscal
quarter ended March 31, 1997, filed with the Commission on May 15, 1997.
(b)(2) The Registrant's current report on Form 8-K/A, dated October 1,
1996, filed with the Commission on February 7, 1997.
(b)(3) The Registrant's current report on Form 8-K/A, dated October 1,
1996, filed with the Commission on February 26, 1997.
(b)(4) The Registrant's current report on Form 8-K, dated June 30,
1997, filed with the Commission on July 2, 1997.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10 filed with the Commission on
September 12, 1994 (File Number 0-24794) pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as amended by
the Registrant's Amendment No. 1 to Registration Statement on Form 10/A filed
with the Commission on October 21, 1994, as amended by the Registrant's
Amendment No. 2 to Registration Statement on Form 10/A filed with the Commission
on November 2, 1994.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 8. Exhibits.
4.1 Chartwell Leisure Inc. 1994 Stock Option Plan, as amended
5.1 Opinion of Battle Fowler LLP regarding the legality of the
securities being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Deloitte & Touche
23.3 Consent of Price Waterhouse LLP
23.4 Consent of Battle Fowler LLP (contained in Exhibit 5.1)
24.1 Power of Attorney (contained in the signature pages hereto)
C/M: 11752.0000 437147.3
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 New York, State of New York, on this 3rd day of July,
1997.
CHARTWELL LEISURE INC.
By: /s/ Richard L. Fisher
Richard L. Fisher
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard L. Fisher and Martin L. Edelman his true
and lawful attorney-in-fact and agents, each acting alone, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all his said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
/s/ Richard L. Fisher Chairman of the Board and July 3, 1997
- ------------------------
Richard L. Fisher Chief Executive Officer (principal
executive officer)
/s/ Martin L. Edelman Director and President July 3, 1997
- ------------------------
Martin L. Edelman
C/M: 11752.0000 437147.3
-3-
<PAGE>
Name Title Date
/s/ Kenneth Weber Chief Financial Officer (principal July 3, 1997
Kenneth Weber financial and accounting officer)
/s/ Henry R. Silverman Director July 3, 1997
- ----------------------
Henry R. Silverman
/s/ Dr. Guido Goldman Director July 3, 1997
- ---------------------
Dr. Guido Goldman
/s/ Stephen P. Holmes Director July 3, 1997
- ---------------------
Stephen P. Holmes
/s/ Michael J. Kennedy Director July 3, 1997
- ----------------------
Michael J. Kennedy
/s/ Rachel Robinson Director July 3, 1997
- ------------------
Rachel Robinson
/s/ Marc E. Leland Director July 3, 1997
- ------------------
Marc E. Leland
/s/ Arnold Fisher Director July 3, 1997
- ------------------
Arnold Fisher
C/M: 11752.0000 437147.3
-4-
<PAGE>
EXHIBIT INDEX
Exhibits
4.1 Chartwell Leisure Inc. 1994 Stock Option Plan, as amended
5.1 Opinion of Battle Fowler LLP regarding the legality of the securities
being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Deloitte & Touche
23.3 Consent of Price Waterhouse LLP
23.4 Consent of Battle Fowler LLP (contained in Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page hereof)
C/M: 11752.0000 437147.3
-5-
EXHIBIT 4.1
Chartwell Leisure Inc. 1994 Stock Option Plan, as amended
C/M: 11752.0000 437147.3
<PAGE>
CHARTWELL LEISURE INC.
1994 STOCK OPTION PLAN
1. Purpose. The purpose of the Plan is to provide additional incentive
to those officers, key employees, independent contractors and Non-Employee
Directors of the Company and its Subsidiaries whose substantial contributions
are essential to the growth and success of the Company's business in order to
strengthen their commitment to the Company and its Subsidiaries, and to attract
and retain competent and dedicated individuals whose efforts will result in the
long-term growth and profitability of the Company and to align the interests of
such officers, key employees, independent contractors and Non-Employee Directors
with the interests of stockholders of the Company. To accomplish such purposes,
the Plan provides that the Company may grant Incentive Stock Options or
Nonqualified Stock Options.
2. Definitions. For purposes of this Plan:
(a) "Agreement" means the written agreement between the Company
and an Optionee evidencing the grant of an Option, and setting forth the terms
and conditions thereof.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means (i) the willful failure by the Optionee
substantially to perform his duties as an employee of the Company or a
Subsidiary (other than any such failure resulting from the Optionee's incapacity
due to physical or mental illness); (ii) any act of fraud, misappropriation,
dishonesty, embezzlement or similar conduct against the Company or a Subsidiary;
(iii) conviction of a felony or any crime involving moral turpitude (which
conviction, due to the passage of time or otherwise, is not subject to further
appeal); or (iv) gross negligence by the Optionee in the performance of his
duties. The Optionee's employment shall not be deemed to have been terminated
for Cause unless the Company or a Subsidiary shall have given or delivered to
the Optionee a notice of termination stating that, in the good faith opinion of
not less than a majority of the entire membership of the Board or the
Subsidiary's board of directors, the Optionee was guilty of the conduct set
forth in clause (i), (ii) or (iv) of the preceding definition of Cause.
(d) "Change in Capitalization" means any increase, reduction, or
change or exchange of Shares for a different number or kind of shares or other
securities of the Company by reason of a reclassification, recapitalization,
merger, consolidation, reorganization, issuance of warrants or rights, dividend
or other distribution (whether in the form of cash, stock or other property),
stock split or reverse stock split, spin-off, combination or exchange of shares,
repurchase of shares, change in corporate structure or otherwise.
(e) "Change-of-Control Transaction" means any transaction or
series of transactions pursuant to or as a result of which (i) during any period
of not more than 24
-1-
C/M: 11752.0000 414769.2
<PAGE>
months, individuals who at the beginning of such period constituted the Board,
together with any new directors (other than directors designated by a third
party who has entered into an agreement to effect a transaction of the type
described in clause (ii), (iii) or (iv) of this paragraph (e)) whose election by
the Board or nomination for such election was approved by a vote of at least a
majority of the directors then still in office who were directors at the
beginning of such period or whose election or nomination for election was
previously so approved (other than approval given in connection with an actual
or threatened proxy or election contest), cease for any reason to constitute at
least a majority of the members of the Board; (ii) beneficial ownership of 50%
or more of the Shares (or other securities having generally the right to vote
for the election of members of the Board) shall be acquired by, or sold,
assigned or otherwise transferred to, directly or indirectly (other than
pursuant to a public offering), any third party or Group, whether by sale or
issuance of Shares or otherwise; (iii) the Company or any Subsidiary shall sell,
assign or otherwise transfer to any third party or Group, directly or
indirectly, assets (including stock or other securities of Subsidiaries) having
a fair market value, book value or earning power of 50% or more of the assets of
the Company and its Subsidiaries (taken as a whole); or (iv) control of 50% or
more of the business of the Company shall be acquired by, or sold, assigned or
otherwise transferred to, directly or indirectly, any third party or Group.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Committee" means the Compensation Committee of the Board or
such other committee appointed by the Board to administer the Plan and to
perform the functions set forth herein.
(h) "Company" means Chartwell Leisure Inc., a Delaware
corporation.
(i) "Disability" means the inability, due to illness or injury,
to engage in any gainful occupation of which the individual is suited by
education, training or experience, which condition continues for at least six
(6) months.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(k) "Fair Market Value" means the fair market value of the Shares
as determined by the Committee in its sole discretion; provided, however, that
(i) if the Shares are admitted to trading on a national securities exchange,
Fair Market Value on any date shall be the last sale price reported for the
Shares on such exchange on such date or on the last date preceding such date on
which a sale was reported; (ii) if the Shares are admitted to quotation on the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
or other comparable quotation system and have been designated as a National
Market System ("NMS") security, Fair Market Value on any date shall be the last
sale price reported for the Shares on such system on such date or on the last
day preceding such date on which a sale was reported; or (iii) if the Shares are
admitted to quotation on NASDAQ and have not been
-2-
C/M: 11752.0000 414769.2
<PAGE>
designated a NMS security, Fair Market Value on any date shall be the average of
the highest bid and lowest asked prices of the Shares on such system on such
date.
(l) "Group" means two or more persons who agree to act together
for purposes of holding or acquiring securities, assets or control of the
Company; provided, however, that the shareholders of a publicly-held company
that is merged with or into the Company (or a subsidiary thereof) in a
transaction approved by the Board shall not be a Group with respect to any
Company securities received by such shareholders in connection with such
transaction.
(m) "Incentive Stock Option" means an Option within the meaning
of Section 422 of the Code.
(n) "Initial Director" means a Non-Employee Director of the
Company who is a member of the Board on the Effective Date (the "Effective
Date") of the transaction described in the Company's Registration Statement on
Form 10 pursuant to which the Shares are to be registered under Section 12(g) of
the Exchange Act.
(o) "Non-Employee Director" means a member of the Board who is
not also an officer or employee of the Company or its Subsidiaries.
(p) "Nonqualified Stock Option" means an Option which is not an
Incentive Stock Option.
(q) "Option" means an Incentive Stock Option, a Nonqualified
Stock Option, or either or both of them, as the context requires.
(r) "Optionee" means a person to whom an Option has been granted
under the Plan.
(s) "Parent" means any corporation in an unbroken chain of
corporations ending with the Company, if each of the corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock of one of the other corporations in such chain.
(t) "Participant" means any officer, key employee or independent
contractor of the Company or a Subsidiary designated by the Committee as
eligible to receive Options subject to the conditions set forth herein, and
shall also mean any Non-Employee Director.
(u) "Permitted Transferee" means an Optionee's children,
grandchildren, or spouse, or one or more trusts for the benefit of such Optionee
and/or the Optionee's family members or a partnership in which such Optionee and
his or her family members are the only partners.
-3-
C/M: 11752.0000 414769.2
<PAGE>
(v) "Plan" means the Chartwell Leisure Inc. 1994 Stock Option
Plan, as amended from time to time.
(w) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange
Act, or any successor thereto.
(x) "Securities Act" means the Securities Act of 1993, as
amended.
(y) "Shares" means the common stock, par value $.01 per share, of
the Company (including any new, additional or different stock or securities
resulting from a Change in Capitalization).
(z) "Subsequent Director" means a Non-Employee Director of the
Company who becomes a member of the Board (or with respect to directors who are
also employees of the Company, a director who becomes a Non-Employee Director)
subsequent to the Effective Date.
(aa) "Subsidiary" means any corporation in an unbroken chain of
corporations, beginning with the Company, if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.
(bb) "Ten-Percent Stockholder" means a Participant, who, at the
time an Incentive Stock Option is to be granted to such Participant, owns
(within the meaning of Section 422(b)(6) of the Code) stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company, a Parent or a Subsidiary within the meaning of Sections 422(e) and
422(f), respectively, of the Code.
3. Administration.
(a) The Plan shall be administered by the Committee which shall
hold meetings at such times as may be necessary for the proper administration of
the Plan. The Committee shall keep minutes of its meetings. A majority of the
Committee shall constitute a quorum and a majority of a quorum may authorize any
action. Any decision reduced to writing and signed by a majority of the members
of the Committee shall be fully effective as if it has been made at a meeting
duly held. No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or
Options, and all members of the Committee shall be fully indemnified by the
Company with respect to any such action, determination or interpretation. The
Company shall pay all expenses incurred in the administration of the Plan.
(b) Subject to the express terms and conditions set forth herein,
the Committee shall have the power from time to time:
-4-
C/M: 11752.0000 414769.2
<PAGE>
(i) to determine, with respect to Participants who are not
Non- Employee Directors, those Participants to whom Options shall be granted
under the Plan and the number of Nonqualified Options and/or Incentive Stock
Options to be granted to each Participant and to prescribe the terms and
conditions (which need not be identical) of each Option, including the purchase
price per share of each Option;
(ii) to construe and interpret the Plan and the Options
granted hereunder and to establish, amend and revoke rules and regulations for
the administration of the Plan, including, but not limited to, correcting any
defect or supplying any omission, or reconciling any inconsistency in the Plan
or in any Agreement, in the manner and to the extent it shall deem necessary or
advisable to make the Plan fully effective, and all decisions and determinations
by the Committee in the exercise of this power shall be final and binding upon
the Company or a Subsidiary, and the Optionees, as the case may be;
(iii) to determine the duration and purposes for leaves of
absence which may be granted to an Optionee without constituting a termination
of employment or service for purposes of the Plan; and
(iv) generally, to exercise such powers and to perform such
acts as are deemed necessary or advisable to promote the best interests of the
Company with respect to the Plan.
4. Stock Subject to Plan.
(a) The maximum number of Shares that may be issued pursuant to
Options is 4,000,000 (or the number and kind of shares of stock or other
securities which are substituted for those Shares or to which those Shares are
adjusted upon a Change in Capitalization), and the Company shall reserve for the
purposes of the Plan, out of its authorized but unissued Shares or out of Shares
held in the Company's treasury, or partly out of each, such number of Shares as
shall be determined by the Board.
(b) No Participant may receive Options relating to more than
650,000 Shares in any year.
(c) Whenever any outstanding Option or portion thereof expires,
is cancelled or is otherwise terminated (other than by exercise of the Option),
the Shares allocable to the unexercised portion of such Option may again be the
subject of Options hereunder.
5. Eligibility. Subject to the provisions of the Plan with respect to
Participants who are not Non-Employee Directors, the Committee shall have full
and final authority to select those Participants who will receive Options;
provided, however, that no such Participant shall receive any Incentive Stock
Options unless such Participant is an employee of the Company or a Subsidiary at
the time the Incentive Stock Option is granted. Non-Employee
-5-
C/M: 11752.0000 414769.2
<PAGE>
Directors shall receive Options in accordance with Section 7 hereof and shall be
eligible to receive grants pursuant to Section 6.
6. Options. The Committee, pursuant to this Section 6, may grant
Options to Participants, the terms and conditions of which shall be set forth in
an Agreement. Each Option and Agreement shall be subject to the following
conditions:
(a) Purchase Price. The purchase price or the manner in which the
purchase price is to be determined for Shares under each Option shall be set
forth in the Agreement, provided that the purchase price per Share under each
Incentive Stock Option shall not be less than 100% of the Fair Market Value of a
Share at the time the Option is granted (110% in the case of an Incentive Stock
Option granted to a Ten-Percent Stockholder). Notwithstanding the foregoing, not
more than 15 percent of the Options granted pursuant to the Plan will be granted
with a purchase price per share below Fair Market Value at the time the Option
is granted.
(b) Duration. Options granted hereunder shall be for a ten (10)
year term or for such term as the Committee shall determine, provided that no
Option shall be exercisable after the expiration of ten (10) years from the date
it is granted (five (5) years in the case of an Incentive Stock Option granted
to a Ten-Percent Stockholder). The Committee may, subsequent to the granting of
any Option, extend the term thereof but in no event shall the term as so
extended exceed the maximum term provided for in the preceding sentence.
(c) Non-transferability. No Option granted hereunder shall be
transferable by the Optionee to whom granted other than by will or the laws of
descent and distribution or, solely with respect to Nonqualified Stock Options,
as specifically permitted by the Committee to a Permitted Transferee, and an
Option may be exercised during the lifetime of such Optionee only by the
Optionee or such Optionee's guardian, legal representative, or, with the consent
of the Committee, Permitted Transferee. The terms of such Option shall be
binding upon the beneficiaries, executors, administrators, heirs, successors and
any Permitted Transferee of the Optionee. Notwithstanding the foregoing, no
Option granted prior to November 1, 1996 shall be amended to provide that it may
be transferred to a Permitted Transferee unless it shall have been outstanding
for six (6) months.
(d) Vesting. Each Option shall vest and become exercisable in
such installments as the Committee shall determine. Vesting may be based on
service, performance or such other factors as the Committee shall determine. The
Committee may permit vesting to continue during the periods described in
Sections 6(f)(i) and (ii). Subject to Section 6(e) hereof, unless otherwise set
forth in the Agreement, each Option shall become exercisable as to one-third of
the Shares covered by the Option on the first anniversary of the date the Option
was granted and as to an additional one-third of the Shares covered by the
Option on each of the following two (2) anniversaries of such date of grant. To
the extent not exercised, installments shall accumulate and be exercisable, in
whole or in part, at any time after becoming exercisable, but not later than the
date the Option expires. The Committee may
-6-
C/M: 11752.0000 414769.2
<PAGE>
accelerate the exercisability of any Option or portion thereof at any time. Any
portion of an Option not exercisable upon termination of employment shall be
forfeited unless set forth herein or in an Optionee's Agreement.
(e) Accelerated Vesting. Notwithstanding the provisions of
subsection (d) above, each Option granted to an Optionee shall become
immediately exercisable in fall upon a Change-of-Control Transaction.
(f) Duration. Each Option shall be exercisable (to the extent
vested) in whole or in part from time to time during the term of the Option, but
shall, unless the Agreement provides otherwise, terminate upon the following
date if earlier than the term of the Option:
(i) the second anniversary of the termination of the
Optionee's employment by the Company or a Subsidiary (or service as an
independent contractor) as a result of the Optionee's death, Disability or
retirement; or
(ii) the first anniversary of the termination of the
Optionee's employment by the Company or a Subsidiary (or service as an
independent contractor) for any reason other than the Optionee's death,
Disability or retirement.
Notwithstanding the foregoing, the Committee may provide, either at
the time an Option is granted or thereafter, that the Option may be exercised
after the periods provided for in this Section 6(f), but in no event beyond the
original term of the Option.
(g) Method of Exercise. The exercise of an Option shall be made
only by a written notice delivered in person or by mail to the Secretary of the
Company at the Company's principal executive office, specifying the number of
Shares to be purchased and accompanied by payment therefor and otherwise in
accordance with the Agreement pursuant to which the Option was granted. The
purchase price for any Shares purchased pursuant to the exercise of an Option
shall be paid in full upon such exercise in cash, by check, by a cashless
exercise procedure acceptable to the Secretary of the Company or by transferring
Shares to the Company on terms and conditions acceptable to the Secretary of the
Company. Any Shares transferred to the Company as payment of the purchase price
under an Option shall be valued at their Fair Market Value on the day preceding
the date of exercise of such Option. If requested by the Committee, the Optionee
shall deliver the Agreement evidencing the Option to the Secretary of the
Company who shall endorse thereon a notation of such exercise and return such
Agreement to the Optionee. Not less than 100 Shares may be purchased at any time
upon the exercise of an Option unless the number of Shares so purchased
constitutes the total number of Shares then purchasable under the Option.
(h) Rights of Optionees. No Optionee shall be deemed for any
purpose to be the owner of any Shares subject to any Option unless and until (1)
the Option shall have been exercised pursuant to the terms thereof; (ii) the
Company shall have issued and delivered
-7-
C/M: 11752.0000 414769.2
<PAGE>
the Shares to the Optionee; and (iii) the Optionee's name shall have been
entered as a stockholder of record on the books of the Company. Thereupon, the
Optionee shall have full voting, dividend and other ownership rights with
respect to such Shares. Notwithstanding anything in this Plan to the contrary,
the Agreement evidencing the Option may contain such restrictions on the
transfer of Shares received by an Optionee pursuant to any exercise of such
Option (or received in respect of Shares so purchased) as may be determined by
the Committee.
7. Non-Employee Directors' Formula Options. The provisions of this
Section 7 shall apply only to grants of Options to Non-Employee Directors. The
provisions of Section 6 shall also apply to grants of Options to Non-Employee
Directors to the extent not inconsistent with this Section 7. For purposes of
interpreting this Section 7, a Non-Employee Director's service as a member of
the Board shall be deemed to be employment with the Company.
(a) General. Non-Employee Directors shall receive Nonqualified
Stock Options under the Plan. The exercise price per share of Stock purchasable
under Options granted to Non-Employee Directors shall be the Fair Market Value
of a Share on the date of grant. No Option granted to a Non-Employee Director
may be subject to a discretionary acceleration of exercisability except upon a
Change-of-Control Transaction as defined in Section 2(f) hereof.
(b) Initial Grants to Initial Directors. On the Effective Date,
each Initial Director shall be granted automatically an Option to purchase
15,000 Shares.
(c) Initial Grants To Subsequent Directors. Each Subsequent
Director shall, on the date such director is elected or appointed as a member of
the Board, be granted automatically an Option to purchase 15,000 Shares.
(d) Subsequent Grants To Directors. On the first anniversary of
the date of their initial grant of Options, each Initial Director who shall
continue as a Non-Employee Director shall be granted automatically an Option to
purchase an additional 15,000 Shares. On the first anniversary of the election
or appointment of each Subsequent Director as a member of the Board, provided
such Subsequent Director continues as a Non-Employee Director, such Subsequent
Director shall be granted automatically an Option to purchase an additional
15,000 Shares.
(e) Exercisability. Each Option granted under this Section 7
shall be exercisable as to one-third of the Shares covered by the Option on each
of the first, second and third anniversaries of the date the Option is granted.
To the extent not exercised, installments shall accumulate and be exercisable,
in whole or in part, at any time after becoming exercisable, but not later than
the date the Option expires.
-8-
C/M: 11752.0000 414769.2
<PAGE>
8. Adjustment Upon Changes in Capitalization.
(a) In the event of a Change in Capitalization, the Committee
shall conclusively determine the appropriate adjustments, if any, to the maximum
number and class of shares of stock with respect to which Options may be granted
under the Plan, the number and class of shares of stock as to which Options have
been granted under the Plan, and the purchase price therefor, if applicable.
(b) Any such adjustment in the Shares or other securities subject
to outstanding Incentive Stock Options (including any adjustments in the
purchase price) shall be made in such manner as not to constitute a modification
as defined by Section 424(h)(3) of the Code and only to the extent otherwise
permitted by Sections 422 and 424 of the Code.
9. Release of Financial Information. A copy of the Company's annual
report to stockholders shall be delivered to each Optionee at the time such
report is distributed to the Company's stockholders. Upon request by any
Optionee, the Company shall furnish to such Optionee a copy of its most recent
annual report and each quarterly report and current report filed under the
Exchange Act, since the end of the Company's prior fiscal year.
10. Termination and Amendment of the Plan. The Plan shall terminate on
the tenth anniversary of the effective date of the Plan, as provided in Section
15 herein, except with respect to Options outstanding on such date, and no
Options may be granted thereafter. The Board may sooner terminate or amend the
Plan at any time, and from time to time; provided, however, that, except as
provided in Section 8 hereof, no amendment shall be effective unless approved by
the stockholders of the Company, where stockholder approval of such amendment is
required to comply with any law, regulation or stock exchange rule.
Except as provided in Section 8 hereof, rights and obligations under
any Option granted before any amendment of the Plan shall not be adversely
altered or impaired by such amendment, except with the consent of the Optionee.
11. Non-Exclusivity of the Plan. The adoption of the Plan by the Board
shall not be construed as amending, modifying or rescinding any previously
approved incentive arrangement or as creating any limitations on the power of
the Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan, and such arrangements may be either applicable generally or only
in specific cases.
12. Limitation of Liability. As illustrative of the limitations of
liability of the Company, but not intended to be exhaustive thereof, nothing in
the Plan shall be construed to:
(a) give any person any right to be granted an Option other than
at the sole discretion of the Committee;
-9-
C/M: 11752.0000 414769.2
<PAGE>
(b) give any person any rights whatsoever with respect to Shares
except as specifically provided in the Plan;
(c) limit in any way the right of the Company or its Subsidiaries
to terminate the employment of any person at any time; or
(d) be evidence of any agreement or understanding, expressed or
implied, that the Company or its Subsidiaries will employ any person in any
particular position, at any particular rate of compensation or for any
particular period of time.
13. Regulations and Other Approvals, Governing Law.
(a) This Plan and the rights of all persons claiming hereunder
shall be construed and determined in accordance with the laws of the State of
Delaware without giving effect to the choice of law principles thereof, except
to the extent that such law is preempted by Federal law.
(b) The obligation of the Company to sell or deliver Shares with
respect to Options granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable Federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.
(c) Except as otherwise provided in Section 10, the Board may
make such changes as may be necessary or appropriate to comply with the rules
and regulations of any government authority or to obtain for Optionees granted
Incentive Stock Options, the tax benefits under the applicable provisions of the
Code and regulations promulgated thereunder.
(d) Each Option is subject to the requirement that, if at any
time the Committee determines, in its absolute discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or under any state or Federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the grant of an Option or
the issuance of Shares, no Options shall be granted or payment made or Shares
issued, in whole or in part, unless listing registration, qualification, consent
or approval has been effected or obtained free of any conditions as acceptable
to the Committee.
(e) In the event that the disposition of Shares acquired pursuant
to the Plan is not covered by a then current registration statement under the
Securities Act and is not otherwise exempt from such registration, such Shares
shall be restricted against transfer to the extent required by the Securities
Act or regulations thereunder, and the Committee may require an Optionee
receiving Shares pursuant to the Plan, as a condition precedent to receipt of
such Shares, to represent to the Company in writing that the Shares acquired by
such Optionee are acquired for investment only and not with a view to
distribution.
-10-
C/M: 11752.0000 414769.2
<PAGE>
14. Miscellaneous.
(a) Multiple Agreements. Except with respect to Options granted
pursuant to Section 7, the terms of each Option may differ from other Options
granted under the Plan at the same time, or at any other time. The Committee may
grant more than one Option to a given Optionee during the term of the Plan,
either in addition to, or in substitution for, one or more Options previously
granted to that Optionee. The grant of multiple Options may be evidenced by a
single Agreement or multiple Agreements, as determined by the Committee.
(b) Withholding of Taxes. The Company shall have the right to
deduct from any payment of cash to any Optionee an amount equal to the Federal,
state and local income taxes and other amounts required by law to be withheld
with respect to any Option. Notwithstanding anything to the contrary contained
herein, if an Optionee is entitled to receive Shares upon exercise of an Option,
the Company shall have the right to require such Optionee, prior to the delivery
of such Shares, to pay to the Company the amount of any Federal, state or local
income taxes and other amounts which the Company is required by law to withhold.
To the extent provided in the applicable Agreement, such payment may be made in
cash, or in Shares (whether previously owned by the Optionee or issuable upon
the exercise of such Option) having a Fair Market Value equal to such taxes, or
in a combination of cash and Shares. The Agreement evidencing any Incentive
Stock Options granted under this Plan shall provide that if the Optionee makes a
disposition, within the meaning of Section 424(c) of the Code and regulations
promulgated thereunder, of any Share or Shares issued to such Optionee pursuant
to such Optionee's exercise of the Incentive Stock Option, and such disposition
occurs within the two-year period commencing on the day after the date of grant
of such Option or within the one-year period commencing on the day after the
date of transfer of the Share or Shares to the Optionee pursuant to the exercise
of such Option, such Optionee shall, within ten (10) days of such disposition,
notify the Company thereof and thereafter immediately deliver to the Company any
amount of Federal, state or local income taxes and other amounts which the
Company informs the Optionee the Company is required to withhold.
(c) Designation of Beneficiary. Each Optionee may, with the
consent of the Committee, designate a person or persons to receive in the event
of such Optionee's death, any Option or any amount of Shares payable pursuant
thereto, to which such Optionee would then be entitled. Such designation will be
made upon forms supplied by and delivered to the Company and may be revoked or
changed in writing. In the event of the death of an Optionee and in the absence
of a beneficiary validly designated under the Plan who is living at the time of
such Optionee's death, the Company shall deliver such Options, and/or amounts
payable to the executor or administrator of the estate of the Optionee, or if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such Options and/or
amounts payable to the spouse or to any one or more dependents or relatives of
the Optionee, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.
-11-
C/M: 11752.0000 414769.2
<PAGE>
15. Effective Date. The effective date of the Plan shall be the
Effective Date.
-12-
C/M: 11752.0000 414769.2
EXHIBIT 5.1
Opinion of Battle Fowler LLP regarding
the legality of the securities being registered
C/M: 11752.0000 437147.3
<PAGE>
Chartwell Leisure Inc. July 3, 1997
July 3, 1997
Chartwell Leisure Inc.
605 Third Avenue, 23 Floor
New York, N.Y. 10158
Re: Chartwell Leisure Inc.
Registration Statement on Form S-8 Filed in
Connection with the 1994 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel for Chartwell Leisure Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
registration statement on Form S-8 (the "S-8 Registration Statement"), pursuant
to which the Company proposes to offer and sell up to 2,000,000 shares
("Employee Shares") of its common stock, par value $0.01 per share (the "Common
Stock"). You have requested that we furnish our opinion as to the matters
hereinafter set forth.
In this connection we have examined the following documents:
1. A copy of the Restated Certificate of Incorporation of the Company,
as certified by the Secretary of State of the State of Delaware on June 9, 1997;
2. The Amended and Restated Bylaws of the Company, as certified by the
Secretary of the Company;
<PAGE>
3. The minute books of the Company, including (a) the resolutions of
the Board of Directors of the Company (the "Board"), dated November 18, 1994
approving the adoption of the Company's 1994 Stock Option Plan (the "Plan"), (b)
the resolutions of the Board, dated November 7, 1996, approving the adoption of
certain amendments to the Plan and (c) the resolutions of the Board, dated
January 28, 1997 and March 20, 1997, reserving the Employee Shares for future
issuance pursuant to the Plan and authorizing, among other things, the issuance
of the Employee Shares pursuant to the Plan and the filing of the S-8
Registration Statement;
4. The Plan;
5. The S-8 Registration Statement; and
6. Certificates or telegrams of public officials as to matters set
forth therein and certificates of representatives of the Company as to matters
set forth therein.
In rendering this opinion, we have assumed the capacity to sign and
the genuineness of all signatures of all persons executing agreements,
instruments or documents examined or relied upon by us, the authenticity of all
agreements, instruments or documents submitted to us as originals and the
conformity with the original agreements, instruments or documents of all
agreements, instruments or documents submitted to us as copies.
With respect to matters of fact, we have relied upon the written
statements and certificates of officers of the Company and certificates of
public officials. We have not independently verified the accuracy of the matters
set forth in the written statements or certificates upon which we have relied,
including the organization, existence, good standing, assets, business or
affairs of the Company, nor have we undertaken any lien, intellectual property,
suit or judgment searches or searches of court dockets in any jurisdiction.
We are not admitted to the practice of law in any jurisdiction but the
State of New York, and we do not express any opinion as to the laws of other
states or jurisdictions other than the federal law of the United States and the
General Corporation Law of the State of Delaware. No opinion is expressed as to
the effect that the law of any other jurisdiction may have upon the subject
matter of the opinion expressed herein under conflicts of law principles, rules
and regulations or otherwise.
Except for the opinions set forth in the immediately following
paragraph, we express no opinions and no opinions should be implied.
<PAGE>
Based upon and subject to the foregoing, we are of the opinion that
the Employee Shares have been duly authorized for issuance pursuant to the Plan
and, when issued and delivered against payment therefor and otherwise in the
manner described in the Plan and in the resolutions of the Board authorizing the
same, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
S-8 Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Battle Fowler LLP
--------------------------
Battle Fowler LLP
EXHIBIT 23.1
Consent of Deloitte & Touche LLP
C/M: 11752.0000 437147.3
<PAGE>
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and
Shareholders of Chartwell Leisure Inc.
We consent to the incorporation by reference in the Registration Statement of
Chartwell Leisure Inc. (formerly National Loding Corp.) on Form S-8 of our
report dated February 12, 1997, except for Note 20, as to which the date is
March 21, 1997 appearing in and incorporated by reference in the Annual Report
on Form 10-K of Chartwell Leisure Inc. for the year ended December 31, 1996 and
to the reference to us under the heading "Experts" in the Prospectus which is
part of this registration statement.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
July 2, 1997
EXHIBIT 23.2
Consent of Deloitte & Touche
C/M: 11752.0000 437147.3
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
Chartwell Leisure Inc. (formerly National Loding Corp.) on Form S-8 of our
report dated October 30, 1996 appearing in the report on Form 8-KA of Chartwell
Leisure Inc. on the financial statements of Capital Properties Limited
Partnership for the year ended September 30, 1996 and 1995 and to the reference
to us under the heading "Experts" in the prospectus which is part of this
Registration Statement.
DELOITTE & TOUCHE
Chartered Accountants
Calgary, Alberta, Canada
June 27, 1997
EXHIBIT 23.3
Consent of Price Waterhouse LLP
C/M: 11752.0000 437147.3
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Chartwell Leisure Inc. of our report dated February 20,
1996 relating to the financial statements of the Acquired Business for the year
ended January 31, 1995, which appears on page F-29 of Chartwell Leisure Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1996.
PRICE WATERHOUSE LLP
San Deigo, California
July 2, 1997
