sv8
As filed
with the Securities and Exchange Commission on June 30, 2006
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RED LION HOTELS CORPORATION
(Exact name of registrant as specified in its charter)
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Washington
(State or Other Jurisdiction of
Incorporation or Organization)
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91-1032187
(I.R.S. Employer Identification No.) |
201 W. North River Drive, Suite 100
Spokane, Washington 99201
(509) 459-6100
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Red Lion Hotels Corporation
2006 Stock Incentive Plan
Thomas L. McKeirnan
Senior Vice President and General Counsel
201 W. North River Drive, Suite 100
Spokane, Washington 99201
(509) 459-6100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities |
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Amount to be |
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Proposed Maximum |
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Proposed Maximum |
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Amount of |
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to Be Registered |
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Registered (1) |
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Offering Price (2) |
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Aggregate Offering Price (2) |
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Registration Fee |
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Common Stock |
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1,000,000 shares |
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10.65 |
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10,650,000 |
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$ |
1,139.55 |
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Plus (i) an indeterminate number of shares of Common Stock that may become issuable under the
2006 Stock Incentive Plan (the “Plan”) as a result of the adjustment provisions therein, and
(ii) if any interests in the Plan constitute separate securities required to be registered
under the Securities Act of 1933, then, pursuant to Rule 416(c), an indeterminate amount of
such interests to be offered or sold pursuant to the Plan. |
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Estimated solely for purposes of determining the registration fee pursuant to Rules 457(c)
and 457(h) based on an offering price of $10.65 per share (the average of the high and low
sale prices reported by the New York Stock Exchange on June 29, 2006) for the shares issuable
pursuant to the Plan. |
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information. *
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As permitted by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement omits the information specified in Part I of Form S-8. The
documents containing the information specified in Part I will be delivered to the participants
in the plan covered by this Registration Statement as required by Rule 428(b). Such documents
are not being filed with the Securities and Exchange Commission (the “Commission”) as part of
this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule
424(b) under the Securities Act. |
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PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated in this Registration Statement by reference:
1. The Registrant’s Annual Report on Form 10-K for its fiscal year ended
December 31, 2005 filed with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”);
2. The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2006;
3. The Registrant’s Proxy Statement submitted to shareholders in connection
with the Registrant’s 2006 Annual Meeting of Shareholders;
4. The Registrant’s Current Reports on Form 8-K, filed with the Commission on
February 8, 2006, February 22, 2006, March 1, 2006, April 17, 2006 and May 22, 2006;
and
5. The description of the Registrant’s Common Stock contained in the
Registration Statement on Form S-1/A filed with the Commission on March 10, 1998
(File No. 001-13957), including any amendment or reports filed for the purpose of
updating that description.
All documents filed by the Registrant with the Commission after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, before the filing of
a post-effective amendment that indicates that all securities offered pursuant to this Registration
Statement have been sold or that deregisters all securities then remaining unsold, shall also be
deemed to be incorporated by reference in this Registration Statement and to be part hereof from
the respective dates of filing of such documents.
Any statement 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 that also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any 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.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Amended and Restated By-Laws (“By-Laws”) and Amended and Restated Articles of
Incorporation (the “Articles”) of Red Lion Hotels Corporation (the “Company”) provide that the
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Company shall, to the full extent permitted by the Washington Business Corporation Act (the
“WBCA”), as amended from time to time, indemnify all directors and officers of the Company. In
addition, the Articles contain a provision eliminating the personal liability of directors to the
Company or its shareholders for monetary damage arising out of a breach of fiduciary duty. Chapter
23B.08.510 and .570 of the WBCA authorizes a corporation to indemnify its directors, officers,
employees, or agents in terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including provisions permitting advances for reasonable expenses
incurred) arising under the Securities Act.
Pursuant to Chapter 23B.08.580 of the WBCA, the Board of Directors (the “Board”) may
authorize, by a vote of a majority of a quorum of the Board, 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, partner,
trustee, employee or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the Company would have the
power to indemnify him against such liability under Chapter 23B.08.510 or 23B.08.520 of the WBCA.
The Board has authorized the Company to purchase and maintain appropriate policies of insurance on
behalf of the Company’s directors and officers against liabilities asserted against any such person
arising out of his or her status as such. The Board may authorize the Company to enter into a
contract with any person who is or was a director, officer, partner, trustee, 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, employee benefit plan or other enterprise
providing for indemnification rights equivalent to or, if the Board so determines, greater than
those provided for in the By-Laws. The Board has authorized the Company to enter into contracts
providing for indemnification with any person who is or was a director or officer of the Company.
The Company has entered into employment agreements with certain members of management
containing provisions entitling the executive to indemnification for losses incurred in the course
of service to the Company or its subsidiaries, under certain circumstances.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following documents are filed as part of this registration statement or incorporated by
reference herein:
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Exhibit
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Description |
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5 |
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Opinion of Riddell Williams P.S. |
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23.1 |
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Consent of Riddell Williams P.S. (included in Exhibit 5) |
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23.2 |
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Consent of Independent Auditors |
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24 |
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Powers of Attorney (included on signature page) |
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:
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(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) that, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
and
(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 the post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act 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 the
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 that 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 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
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 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe it meets all 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 Spokane, State of Washington, on
June 30, 2006.
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RED LION HOTELS CORPORATION
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By: |
/s/ Arthur M. Coffey
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Arthur M. Coffey |
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President and Chief Executive Officer |
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Arthur M. Coffey and
Anupam Narayan, and each of them severally, such person’s true and lawful attorneys-in-fact and
agents, with full power to act without the other and with full power of substitution and
resubstitution, to execute in the name and on behalf of such person, individually and in each
capacity stated below, any and all amendments and post-effective amendments to this Registration
Statement, any and all supplements hereto, and any and all other instruments necessary or
incidental in connection herewith, and to file the same with the Securities and Exchange
Commission.
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 dates indicated below.
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Title |
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/s/ Arthur M. Coffey
Arthur M. Coffey
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President, Chief Executive Officer
and Director
(Principal Executive Officer)
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June 30, 2006 |
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| /s/ Anupam Narayan
Anupam Narayan
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Executive Vice President, Chief Investment
Officer and Chief Financial Officer
(Principal Financial Officer)
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June 30, 2006 |
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| /s/ Anthony F. Dombrowik
Anthony F. Dombrowik
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Senior Vice President, Corporate Controller
(Principal Accounting Officer)
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June 30 2006 |
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| /s/ Donald K. Barbieri
Donald K. Barbieri
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Chairman of the Board of Directors
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June 30, 2006 |
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| Signature |
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Title |
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| /s/ Richard L. Barbieri
Richard L. Barbieri
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Director
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June 30, 2006 |
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| /s/ Ryland P. Davis
Ryland P. Davis
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Director
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June 30, 2006 |
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| /s/ Jon E. Eliassen
Jon E. Eliassen
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Director
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June 30, 2006 |
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| /s/ Peter F. Stanton
Peter F. Stanton
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Director
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June 30, 2006 |
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| /s/ Ronald R. Taylor
Ronald R. Taylor
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Director
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June 30, 2006 |
II - 5
EXHIBIT INDEX
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| Exhibit |
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Description |
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5 |
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Opinion of Riddell Williams P.S. |
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23.2 |
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Consent of Independent Auditors |