As filed with the Securities and Exchange Commission on June 6, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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PROMUS HOTEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 62-1596939
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6800 Poplar Avenue, Suite 200
Memphis, Tennessee 38138
(Address of principal executive offices) (Zip Code)
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PROMUS HOTEL CORPORATION
1996 NON-MANAGEMENT DIRECTORS STOCK INCENTIVE PLAN
(Full Title of the Plan)
----------------------------------
Ralph B. Lake, Esq.
Senior Vice President, Secretary and General Counsel
Promus Hotel Corporation
6800 Poplar Avenue, Suite 200
Memphis, Tennessee 38138
(901) 758-3100
(Name, address, including zip code, and telephone
number,including area code, of agent for service)
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Calculation of Registration Fee
<TABLE><CAPTION>
Proposed
Amount Proposed Maximum
of Shares Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered (1) Per Share (2) Price (2) Fee
<S> <C> <C> <C> <C>
Common Stock
$0.10 par value 150,000 $2.73 $409,500.00 $141.21
(1) The Promus Hotel Corporation 1996 Non-Management Directors Stock Incentive
Plan (the "Plan") authorizes the issuance of a maximum of 150,000 shares of
Common Stock of Promus Hotel Corporation (the "Company"), plus reissuances
of shares cancelled under the plan, and adjustments to shares to account
for any dividend or other distribution (whether in the form of cash, Common
Stock, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-
off, combination, repurchase, or exchange of Common Stock or other
securities of the company, issuance of warrants to purchase Common Stock or
other securities of the Company, or other similar transaction or event.
(2) For purposes of computing the registration fee only, pursuant to Rule
457(h)(1), the Proposed Maximum Offering Price Per Share is based upon the
pro forma book value of the shares as calculated on December 31, 1994.
Page 1 of 9 pages.
Exhibit Index appears on page 7.
<PAGE>
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents are incorporated herein by reference:
(a) The Company's Registration Statement on Form 10 filed pursuant to
Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement filed on Form 10 dated April 28,
1995, filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents 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, are incorporated by reference in this
Registration Statement and are a part hereof from the date of filing such
documents. Any statement contained 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 or is
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 4. Description of Securities
Not required to be filed with this registration statement.
Item 5. Interests of Named Experts and Counsel
The legality of the securities registered hereby has been passed upon by
Ralph B. Lake, General Counsel of the Company. Upon the initial issuance of
securities being registered hereby Mr. Lake is expected to beneficially own
9,028 shares of Common Stock and to hold options for 45,208 shares of Common
Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards set forth therein, any person who
is a party in any action in connection with any action, suit or proceeding
brought or threatened by reason of the fact that the person was a director,
officer, employee or agent of the Company, or is or was serving as such with
respect to another entity at the request of the Company. The General
Corporation Law of Delaware also provides that the Company may purchase
insurance on behalf of any such director, officer, employee or agent.
Section 102(b)(7) of the General Corporation Law of Delaware enables a
Delaware corporation to provide in its certificate of incorporation for the
elimination or limitation of the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Any such provision cannot eliminate or limit a director's
liability (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders; (2)
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for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (3) under Section 174 of the General Corporation
Law of Delaware (which imposes liability on directors for unlawful payment of
dividends or unlawful stock purchase or redemption); or (4) for any transaction
from which the director derived an improper personal benefit. Article
Thirteenth of the Certificate of Incorporation of the Company eliminates the
liability of a director of the Company to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director to the full extent
permitted by the General Corporation Law of Delaware.
Article Tenth of the Certificate of Incorporation of the Company provides
for indemnification of the officers and directors of the Company to the full
extent permitted by the General Corporation Law of Delaware.
The Company plans to enter into Indemnification Agreements with its
directors, executive officers and certain other officers. Generally, the
Indemnification Agreements would provide that the Company will indemnify such
persons against any and all expenses, judgments, fines, penalties and amounts
paid in settlement (including all interest, assessments and other charges paid
or payable in connection with or in respect of such expenses, judgments, fines,
penalties or amounts paid in settlement) of any Claim by reason of (or arising
in part out of) an Indemnifiable Event. "Claim" is defined as any threatened,
pending or completed action, suit or proceeding or any inquiry or investigation,
whether conducted by the Company or any other party, that the indemnitee in good
faith believes might lead to the institution of any such action, suit or
proceeding, whether civil, criminal, administrative, investigative or other.
"Indemnifiable Event" is defined as any event or occurrence related to the fact
that indemnitee is or was a director, officer, employee, trustee, agent or
fiduciary of the Company or is or was serving at the request of the Company as a
director, officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by indemnitee in any such capacity.
Notwithstanding the foregoing, (i) the obligations of the Company shall be
subject to the condition that the reviewing party (as defined) shall not have
determined (in a written opinion, in any case in which special, independent
counsel is involved) that indemnitee would not be permitted to be indemnified
under applicable law, and (ii) the obligation of the Company to make an expense
advance shall be subject to the condition that, if, when and to the extent that
the reviewing party determines that indemnitee would not be permitted to be so
indemnified under applicable law, the Company shall be entitled to be reimbursed
by indemnitee (who has agreed to reimburse the Company) for all such amounts
theretofore paid; provided, that if indemnitee has commenced legal proceedings
in a court of competent jurisdiction to secure a determination that indemnitee
should be indemnified under applicable law, any determination made by the
reviewing party that indemnitee would not be permitted to be indemnified under
applicable law shall not be binding and indemnitee shall not be required to
reimburse the Company for any expense advance until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed).
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Promus Hotel Corporation 1996 Non-Management Directors Stock
Incentive Plan (attached as Annex VIII to the Company's
Registration Statement on Form 10 filed with the Commission April
28, 1995 and incorporated herein by reference)
4.2 Amended and Restated Certificate of Incorporation of Promus Hotel
Corporation (attached as Annex II-A to the Company's Registration
Statement on Form 10 filed with the Commission April 28, 1995 and
incorporated herein by reference)
4.3 Restated Bylaws of Promus Hotel Corporation (attached as Annex
II-B to the Company's Registration Statement on Form 10 filed
with the Commission April 28, 1995 and incorporated herein by
reference)
3
<PAGE>
*5 Opinion of Ralph B. Lake as to the legality of the securities
being registered hereby
*23.1 Consent of Ralph B. Lake (included as part of Exhibit 5)
*23.2 Consent of Arthur Andersen LLP, independent certified public
accountants
*24 Power of Attorney (included on page 6)
_______________________
* Filed herewith
Item 9. 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:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising
after the effective date of this 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) shall not apply
to information contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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.
(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.
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 (and, where applicable, 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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
Securities Act of 1933 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
4
<PAGE>
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 of 1933 and will be governed by the final
adjudication of such issue.
5
<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 Memphis, State of Tennessee, on this 6th day of June,
1995.
PROMUS HOTEL CORPORATION
By: RALPH B. LAKE
-------------------------------
Ralph B. Lake
Senior Vice President, Secretary
and General Counsel
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Donald
H. Dempsey, Ralph B. Lake, Raymond E. Schultz, and David C. Sullivan, each or
any of them, his true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
DONALD H. DEMPSEY Senior Vice President and Chief June 6, 1995
- ----------------------- Financial Officer (Principal
Donald H. Dempsey Financial Officer)
JEFFERY M. JARVIS Vice President and Controller June 6, 1995
- -------------------------- (Principal Accounting Officer)
Jeffery M. Jarvis
June 6, 1995
BEN C. PETERNELL Director
- -------------------------
Ben C. Peternell
MICHAEL D. ROSE Director and Chairman of June 6, 1995
- -------------------------- the Board
Michael D. Rose
RAYMOND E. SCHULTZ Director, President and Chief June 6, 1995
- ---------------------- Executive Officer (Principal
Raymond E. Schultz Executive Officer)
DAVID C. SULLIVAN Executive Vice President and June 6, 1995
- ------------------------- Chief Operating Officer
David C. Sullivan
6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
4.1 Promus Hotel Corporation 1996 Non-Management Directors Stock N/A
Incentive Plan (attached as Annex VIII to the Company's
Registration Statement on Form 10 filed with the Commission April
28, 1995 and incorporated herein by reference)
4.2 Amended and Restated Certificate of Incorporation of Promus Hotel N/A
Corporation (attached as Annex II-A to the Company's Registration
Statement on Form 10 filed with the Commission April 28, 1995 and
incorporated herein by reference)
4.3 Restated Bylaws of Promus Hotel Corporation (attached as Annex N/A
II-B to the Company's Registration Statement on Form 10 filed
with the Commission April 28, 1995 and incorporated herein by
reference)
*5 Opinion of Ralph B. Lake as to the legality of the securities 8
being registered hereby
*23.1 Consent of Ralph B. Lake (included as part of Exhibit 5) 8
*23.2 Consent of Arthur Andersen LLP, independent certified public 9
accountants
*24 Power of Attorney (included on page 6) 6
_______________________
* Filed herewith
7
</TABLE>
EXHIBIT 5
May 31, 1995
Promus Hotel Corporation
6800 Poplar Avenue, Suite 200
Memphis, TN 38138
Re: Common Stock, Par Value $0.10 Per Share of
Promus Hotel Corporation (the "Company")
----------------------------------------
Ladies and Gentlemen:
I am General Counsel of the Company. At your request, I have
examined the Form S-8 Registration Statement (the "Registration Statement")
which you intend to file with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as
amended, of 150,000 shares of Common Stock, par value $.10 per share (the
"Shares"), issuable pursuant to the Company's 1996 Non-Management Directors
Stock Incentive Plan (the "Plan").
The Shares will be issued under the Plan in accordance with the
terms of said Plan. I am familiar with the proceedings undertaken in
connection with the authorization and issuance of the Shares under the
Plan. Additionally, I have examined such questions of law and fact as I
have considered necessary or appropriate for purposes of this opinion.
Based upon the foregoing, I am of the opinion that the Shares
have been duly authorized, and upon the issuance of Shares under the terms
of the Plan and delivery and payment therefor of consideration set forth in
the Delaware General Corporation Law at least equal to the aggregate par
value of the Shares issued, such Shares will be validly issued, fully paid
and nonassessable.
I consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to my name in the Registration
Statement under the heading "Interests of Named Experts and Counsel."
Very truly yours,
/s/ RALPH B. LAKE
Ralph B. Lake
Senior Vice President, Secretary
and General Counsel
8
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated March 2, 1995 included in the Promus Hotel Corporation Form 10, as
amended, for the year ended December 31, 1994 and to all references to our
Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Memphis, Tennessee
May 30, 1995
9
