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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT
NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JOHN Q. HAMMONS HOTELS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 43-1695093
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(State of incorporation) (I.R.S. Employer Identification No.)
300 JOHN Q. HAMMONS PARKWAY, SUITE 900
SPRINGFIELD, MISSOURI 65806
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(Address of Principal Executive Offices) (Zip Code)
1999 NON-EMPLOYEE DIRECTOR STOCK AND STOCK OPTION PLAN
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(Full title of the plan)
KENNETH J. WEBER
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
JOHN Q. HAMMONS HOTELS, INC.
300 JOHN Q. HAMMONS PARKWAY, SUITE 900
SPRINGFIELD, MISSOURI 65806
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(Name, and address
of agent for service)
Copies to:
MARY ANNE O'CONNELL, ESQ.
HUSCH & EPPENBERGER, LLC
100 N. BROADWAY, SUITE 1300
ST. LOUIS, MISSOURI 63102
(314) 421-4800
(417) 864-4300
(telephone number, including area code)
EXPLANATORY STATEMENT
This constitutes post-effective amendment no. 1 to the registration statement on
Form S-8 (File No. 333-77831) filed by John Q. Hammons Hotels, Inc. That
registration statement included as Exhibit 23.1 an erroneous form of
accountant's consent, due to an error of the Edgar filing agent. Except for the
rescission of the original form of Exhibit 23.1 and the substitution of the
correct Exhibit 23.1, the original filing remains in effect and is incorporated
by reference into this amendment.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference
The following documents filed by John Q. Hammons Hotels, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:
(a) The Company's annual report on Form 10-K for the fiscal year ended
January 1, 1999.
(b) The description of the Company's Common Stock which is contained in
a registration statement on Form 10 filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company 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 securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part of this registration
statement from the date of the filing of such reports and documents.
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers
As permitted by Section 145 of the Delaware General Corporation Law, the
Company's Certificate of Incorporation includes provisions that eliminate the
personal liability of its directors for monetary damages for breach or alleged
breach of their fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. The Company may not
retroactively amend this provision of the Certificate of Incorporation in a way
that is adverse to such directors. In addition, as permitted by Section 145 of
the Delaware General Corporation Law, the Certificate of Incorporation of the
Company provides that (i) the Company is required to indemnify its directors and
officers and persons serving in such capacities in other business enterprises
(including another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise) at the Company's request to the fullest extent
permitted by the Delaware General Corporation Law including those circumstances
in which indemnification would otherwise be discretionary; (ii) the Company may,
in its discretion, indemnify employees and agents where indemnification is not
required by law; (iii) upon receipt of an undertaking by the indemnitee to repay
all amounts advanced if it is ultimately determined that such indemnitee is not
entitled to indemnification, the Company is required to advance expenses
(including attorneys' fees), as incurred, to its directors and officers in
connection with defending a proceeding; and (iv) the Company may advance
expenses (including attorneys' fees), as incurred, to employees and agents in
connection with a proceeding upon such terms and conditions, if any, as the
Board deems appropriate. The rights conferred in the Certificate of
Incorporation are not exclusive and the Company may enter into indemnification
agreements with its directors, officers and employees.
The indemnification provision in the Company's Certificate of Incorporation, may
be sufficiently broad to permit indemnification of the officers and directors
for liabilities arising under the Securities Act of 1933, as amended.
The Company's Bylaws provide that the Company may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent (and persons serving in such capacities in other business enterprises
request) against liability asserted against or incurred by such person in such
capacity or arising from such person's status as such. As authorized by the
Company's Bylaws, the Company, with approval by the Board, has purchased
director and officer liability insurance.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
Exhibit
Number Description
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4.1 Registrant's Restated Certificate of Incorporation, incorporated
by reference to Exhibit 3.1 of the registrant's Registration
Statement on Form S-1, No. 33-84570.*
4.2 Amended and Restated Bylaws of registrant, incorporated by
reference to Exhibit 3.2 of the registrant's Registration
Statement on Form S-1, No. 33-84570.*
23.1 Consent of Arthur Anderson LLP.
24 Power of Attorney.*
99.1 1999 Non-Employee Director Stock and Stock Option Plan
(incorporated by reference to Exhibit 10.19 of the registrant's
Form 10-K for the fiscal year ended January 1, 1999).
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* Incorporated by reference from Registration Statement on Form S-8, File No.
333-77831.
Item 9. Undertakings
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts 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;
(c) 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)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference herein.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(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) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described in Item 6 above, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy, as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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 the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company has duly caused this Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Springfield, State of Missouri, on May 6, 1999.
JOHN Q. HAMMONS HOTELS, INC.
BY: /s/ Kenneth J. Weber
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KENNETH J. WEBER
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. l
to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
* Director, Chairman and May 6, 1999
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John Q. Hammons Chief Executive Officer
/s/ Kenneth J. Weber
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Kenneth J. Weber Director, Executive May 6, 1999
Vice President, and
Chief Financial Officer
*
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Jacqueline A. Dowdy Director May 6, 1999
*
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Daniel L. Earley Director May 6, 1999
*
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William J. Hart Director May 6, 1999
*
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James F. Moore Director May 6, 1999
*
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John E. Lopez-Ona Director May 6, 1999
BY: /s/ Kenneth J. Weber
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Kenneth J. Weber
Attorney-in-fact
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EXHIBIT INDEX
Exhibit
Number Description
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23.1 Consent of Arthur Andersen LLP.
5
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 17, 1999
included in John Q. Hammons Hotels, Inc.'s Form 10-K for the year ended
January 1, 1999 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
May 5, 1999
