As filed with the Securities and Exchange Commission on July 17, 1996
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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RED LION HOTELS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 91-1634199
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
4001 Main Street
Vancouver, Washington 98663
(Address of Principal (Zip Code)
Executive Offices)
---------------
RED LION SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN
(Full title of plan)
C. MICHAEL VERNON
Chief Financial Officer
Red Lion Hotels, Inc.
4001 Main Street
Vancouver, Washington 98663
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (360) 696-0001
Copy to:
STUART CHESTLER
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
============================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to Be Offering Aggregate Registration
to Be Registered Registered Price Per Share Offering Price Fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations $5,000,000 N/A $5,000,000 $1,725
============================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by Red Lion Hotels, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated
herein by reference:
(a) The Company's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the
latest prospectus filed pursuant to Rule 424(b) under the Securities
Act of 1933 that contains audited financial statements for the
Company's latest fiscal year for which such statements have been
filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the fiscal
year covered by the annual report or prospectus referred to in (a)
above.
(c) The description of the authorized capital stock of the
Company contained in the Company's registration statement filed under
Section 12 of the Securities Exchange Act of 1934, 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) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents.
Item 4. Description of Securities.
-------------------------
The securities registered hereby are deferred compensation
obligations of the Company under the Red Lion Supplemental Employee
Retirement Plan (the "Plan"). These securities represent the contractual
obligation of the Company to pay or distribute when due to participants in
the Plan cash with respect to amounts deferred in accordance with the terms
of the Plan. The right of each participant in the Plan is that of a
general, unsecured creditor of the Company. A participant's interest under
the Plan may not be sold, assigned, transferred, pledged or otherwise
encumbered.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Company's Bylaws and Certificate of Incorporation provide that
the Company shall, to the full extent permitted by the General Corporation
Law of the State of Delaware, as amended from time to time, indemnify all
directors and officers of the Company. In addition, the Company's
Certificate of Incorporation contains a provision eliminating the personal
liability of directors to the Company or its stockholders for monetary
damages arising out of a breach of fiduciary duty. Under Delaware law, this
provision eliminates the liability of a director for breach of fiduciary
duty but does not eliminate the personal liability of any director based
upon breach of the duty of loyalty to the Company or to its stockholders,
acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, any violation of Section 174 of the General
Corporation Law (relating to the declaration of dividends and the purchase
or redemption of shares in violation of the General Corporation Law), or
any transaction from which the director derived an improper personal
benefit.
The Board of Directors may, by a vote of a majority of a quorum of
the Board of Directors, authorize the Company to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against the person and incurred by the person in any
such capacity, or arising out of the person's status as such, whether or
not the Company would have the power to indemnify the person against such
liability under the Bylaws. The Company has purchased and maintains
appropriate policies of insurance on behalf of the Company's directors and
officers against liabilities asserted against them arising out their
services to the Company in these capacities.
The Board of Directors may also authorize the Company to enter into a
contract with any person who is or was a director, officer, employee or
agent of the Company or is or was serving at the request of the Company as
a director, officer, employee or agent of another partnership, joint
venture, trust or other enterprise providing for indemnification rights
equivalent to or, if the Board of Directors so determines, greater than
those provided for in the Bylaws. The Company has entered into contracts
with its current officers and directors providing for indemnification.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
4.1 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement
on Form S-1, File No. 33-90306 (the "1995 S-1")).
II-2
<PAGE>
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2
to the 1995 S-1).
5.1 Opinion of Counsel.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney.
Item 9. Undertakings.
------------
(a) 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 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;
(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 (a)(1)(i) and (a)(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.
II-3
<PAGE>
(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 registrant hereby undertakes that, for purposes
of determining any 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 that is incorporated by
reference in the registration statement 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.
(c) 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,
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 the 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 the Securities Act and will be governed by
the final adjudication of such issue.
II-4
<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 Vancouver, State of Washington,
on July 10, 1996.
RED LION HOTELS, INC.
By DAVID J. JOHNSON
--------------------------------------
David J. Johnson,
President, Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 10, 1996.
Signature Title
--------- -----
DAVID J. JOHNSON President, Chief Executive Officer
- ---------------------------------- and Chairman of the Board
David J. Johnson (Principal Executive Officer)
*C. MICHAEL VERNON Chief Financial Officer
- ---------------------------------- (Principal Financial and
C. Michael Vernon Accounting Officer)
*MICHAEL W. MICHELSON Director
- ----------------------------------
Michael W. Michelson
*EDWARD A. GILHULY Director
- ----------------------------------
Edward A. Gilhuly
*TODD A. FISHER Director
- ----------------------------------
Todd A. Fisher
*By DAVID J. JOHNSON
- -----------------------------------------
David J. Johnson, Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
4.1 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1, File No. 33-90306 (the "1995 S-1")).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to
the 1995 S-1).
5.1 Opinion of Counsel.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney.
EXHIBIT 5.1
July 16, 1996
Board of Directors
Red Lion Hotels, Inc.
4001 Main Street
Vancouver, Washington 98663
We have acted as counsel for Red Lion Hotels, Inc. (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended,
covering deferred compensation obligations in connection with the Company's
Supplemental Employee Retirement Plan (the "Plan"). We have reviewed the
corporate actions of the Company in connection with this matter and have
examined those documents, corporate records, and other instruments we
deemed necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware;
2. The deferred compensation obligations have been duly authorized by
all requisite action on the part of the Company and, when issued in
accordance with the terms and conditions of the Plan, will be legally and
validly issued and will represent the binding obligation of the Company to
make payments of cash to the holders thereof in accordance with the terms
and conditions of the Plan; and
3. The Plan is intended to qualify as an unfunded plan maintained by
the Company primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated employees of the
Company. Assuming such qualification, the Plan is exempt from the
participation and vesting, funding, and fiduciary responsibility
requirements of the Employee Retirement Income Security Act of 1974, as
amended, and the provisions of the Plan have been drafted to comply with
this exemption.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of the Red Lion Supplemental Employee Retirement Plan
of our report dated February 24, 1996 on the financial statements of Red
Lion Hotels, Inc. as of and for the ten months ended December 31, 1995 and
our report dated February 24, 1996 on the financial statements of Red Lion,
a California Limited Partnership, for the seven months ended July 31, 1995,
appearing on pages 26 and 45, respectively, of the Annual Report on Form
10-K of Red Lion Hotels, Inc. for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Portland, Oregon
July 16, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of
our report dated February 7, 1995 on the financial statements of Red Lion,
a California Limited Partnership, appearing on page 46 of the Annual Report
on Form 10-K of Red Lion Hotels, Inc. for the year ended December 31, 1995,
and to all references to our firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Portland, Oregon
July 16, 1996
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(Red Lion Supplemental Employee Retirement Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of RED LION HOTELS, INC., does hereby constitute and
appoint DAVID J. JOHNSON and BETH A. UGORETZ and each of them, his or her
true and lawful attorney and agent to do any and all acts and things and to
execute in his or her name (whether on behalf of Red Lion Hotels, Inc. or
as an officer or director of said Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable
in order to enable Red Lion Hotels, Inc. to comply with the Securities Act
of 1933, as amended, and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under
the Securities Act of 1933, as amended, of deferred compensation
obligations pursuant to the Red Lion Supplemental Employee Retirement Plan,
including specifically, without limitation, power and authority to sign his
or her name (whether on behalf of Red Lion Hotels, Inc. or as an officer or
director of said Company, or otherwise) to a Registration Statement on Form
S-8 and any amendment thereto (including any post-effective amendment) or
application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and
Exchange Commission; and the undersigned does hereby ratify and confirm all
that said attorney and agent shall do or cause to be done by virtue hereof.
DATED: May 31, 1996
DAVID J. JOHNSON C. MICHAEL VERNON
- ---------------------------------- -----------------------------------
David J. Johnson C. Michael Vernon
TODD A. FISHER MICHAEL W. MICHELSON
- ---------------------------------- -----------------------------------
Todd A. Fisher Michael W. Michelson
EDWARD A. GILHULY
- ----------------------------------
Edward A. Gilhuly
