As filed with the Securities and Exchange Commission on August 9, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________________
FELCOR LODGING TRUST INCORPORATED
(Exact name of registrant as specified in its charter)
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Maryland
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75-2541756
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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545 E. John Carpenter Freeway, Suite 1300,
Irving, Texas
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75062
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(Address of principal executive offices)
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(Zip Code)
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FELCOR LODGING TRUST INCORPORATED
2005 Restricted Stock and Stock Option Plan
(Full title of the plan)
__________________________________
Jonathan H. Yellen
Executive Vice President, General Counsel and Secretary
FelCor Lodging Trust Incorporated
545 E. John Carpenter Frwy., Suite 1300
Irving, Texas 75062
(Name and address of agent for service)
(972) 444-4900
(Telephone number, including area code, of agent for service)
__________________________________
Copy to
:
Robert W. Dockery
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201
__________________________________
** Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company
in Rule 12b-2 of the Exchange Act.
(Check one)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be
registered
(1)
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Proposed maximum offering price
per share
(2)(3)
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Proposed maximum aggregate
offering price
(1)(2)(3)
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Amount of
registration fee
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Common Stock,
par value $0.01 per share
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3,200,000
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$3.28
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$10,496,000
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$1,218.59
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(1)
Represents additional shares of common stock, $0.01 par value per share, reserved for issuance under the FelCor Lodging Trust Incorporated 2005 Restricted Stock and Stock Option Plan, pursuant to the plan as amended effective May 25, 2011. In addition, pursuant to Rule 416 promulgated under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares of common stock issuable pursuant to awards or the exercise of options to be granted under the 2005 Restricted Stock and Stock Option Plan to prevent dilution that may result from any future stock splits, stock dividends or similar transactions affecting the common stock.
(2)
Estimated solely for the purpose of computing the registration fee.
(3)
Calculated pursuant to Rules 457(c) and 457(h) promulgated under the Securities Act of 1933. Accordingly, the price per share of common stock offered hereunder pursuant to the 2005 Restricted Stock and Stock Option Plan is based upon 3,200,000 shares of common stock reserved for issuance under the 2005 Restricted Stock and Stock Option Plan at a price per share of $3.28, which is the average of the highest and lowest price per share of common stock reported on the New York Stock Exchange on August 8, 2011; which is a date within five business days prior to the date of this Registration Statement.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) registers additional securities of the same class as other securities for which a registration statement on Form S-8 relating to the FelCor Lodging Trust Incorporated 2005 Restricted Stock and Stock Option Plan is effective. In accordance with General Instruction E to Form S-8, FelCor Lodging Trust Incorporated (the “Company”) incorporates by reference the contents of (i) the Company's registration statement on Form S-8, File No. 333-126230, filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2005; and (ii) the Company's registration statement on Form S-8, File No. 333-151066, filed with the Commission on May 21, 2008.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8.
Exhibits.
The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K.
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Exhibit
Number
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Description of Exhibit
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4.1
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Articles of Amendment and Restatement dated June 22, 1995, amending and restating the Charter of FelCor Lodging Trust Incorporated (“FelCor”), as amended or supplemented by Articles of Merger dated June 23, 1995, Articles Supplementary dated April 30, 1996, Articles of Amendment dated August 8, 1996, Articles of Amendment dated June 16, 1997, Articles of Amendment dated October 30, 1997, Articles Supplementary filed May 6, 1998, Articles of Merger and Articles of Amendment dated July 27, 1998, Certificate of Correction dated March 11, 1999, Certificate of Correction to the Articles of Merger between FelCor and Bristol Hotel Company, dated August 30, 1999, Articles Supplementary, dated April 1, 2002, Certificate of Correction, dated March 29, 2004, to Articles Supplementary filed May 2, 1996, Articles Supplementary filed April 2, 2004, Articles Supplementary filed August 20, 2004, Articles Supplementary filed April 6, 2005, and Articles Supplementary filed August 29, 2005 (filed as Exhibit 4.1 to FelCor's Registration Statement on Form S-3 (Registration No. 333-128862) and incorporated herein by reference).
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4.2
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Bylaws of FelCor Lodging Trust Incorporated (filed as Exhibit 3.1 to FelCor's Form 8-K dated November 12, 2010 and incorporated herein by reference).
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4.4 *
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FelCor Lodging Trust Incorporated 2005 Restricted Stock and Stock Option Plan (as amended through August 9, 2011).
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5.1*
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Opinion of Akin Gump Strauss Hauer & Feld LLP.
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23.1
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Consent of Akin Gump Strauss Hauer & Feld LLP (included in opinion filed as Exhibit 5.1 hereto).
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23.2*
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Consent of PricewaterhouseCoopers LLP.
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24.1
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Powers of Attorney (included with signature page of this Registration Statement).
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_______________
* Filed herewith.
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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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) of this section do not apply if the registration statement is on Form S-8, and 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 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.
(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 (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 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 Act and will be governed by the final adjudication of such issue.
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 Irving, State of Texas, on August 9, 2011.
FELCOR LODGING TRUST INCORPORATED
a Maryland corporation
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By:
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/s/Jonathan H. Yellen
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Jonathan H. Yellen
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Executive Vice President, General Counsel and Secretary
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints each of Richard A. Smith and Jonathan H. Yellen, with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments (including post-effective amendments) to this registration statement, to file the same, together with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices and other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with all other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents or any of them, or their or his substitutes or substitute, full power and authority to perform and do each and every act and thing necessary and advisable as fully to all intents and purposes as he or she might or could perform and do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitutes or substitute, 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 by the following persons in the capacities and on the date indicated:
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Signature
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Title
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Date
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/s/Thomas J. Corcoran, Jr.
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Chairman of the Board and
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August 9, 2011
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Thomas J. Corcoran, Jr.
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Director
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/s/Richard A. Smith
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President, Chief Executive
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August 9, 2011
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Richard A. Smith
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Officer and Director
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/s/Andrew J. Welch
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Executive Vice President and Chief
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August 9, 2011
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Andrew J. Welch
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Financial Officer
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/s/Lester C. Johnson
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Senior Vice President and Chief
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August 9, 2011
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Lester C. Johnson
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Accounting Officer
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/s/Melinda J. Bush
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Director
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August 9, 2011
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Melinda J. Bush
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/s/Glenn A. Carlin
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Director
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August 9, 2011
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Glenn A. Carlin
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/s/Robert F. Cotter
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Director
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August 9, 2011
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Robert F. Cotter
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/s/Christopher J. Hartung
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Director
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August 9, 2011
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Christopher J. Hartung
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/s/Thomas C. Hendrick
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Director
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August 9, 2011
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Thomas C. Hendrick
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/s/Charles A. Ledsinger, Jr.
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Director
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August 9, 2011
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Charles A. Ledsinger, Jr.
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/s/Robert H. Lutz, Jr.
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Director
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August 9, 2011
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Robert H. Lutz, Jr.
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/s/Robert A. Mathewson
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Director
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August 9, 2011
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Robert A. Mathewson
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Director
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Mark D. Rozells
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/s/Brian Strickland
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Director
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August 9, 2011
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Brian Strickland
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INDEX TO EXHIBITS
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Exhibit
Number
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Description of Exhibit
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4.1
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Articles of Amendment and Restatement dated June 22, 1995, amending and restating the Charter of FelCor Lodging Trust Incorporated (“FelCor”), as amended or supplemented by Articles of Merger dated June 23, 1995, Articles Supplementary dated April 30, 1996, Articles of Amendment dated August 8, 1996, Articles of Amendment dated June 16, 1997, Articles of Amendment dated October 30, 1997, Articles Supplementary filed May 6, 1998, Articles of Merger and Articles of Amendment dated July 27, 1998, Certificate of Correction dated March 11, 1999, Certificate of Correction to the Articles of Merger between FelCor and Bristol Hotel Company, dated August 30, 1999, Articles Supplementary, dated April 1, 2002, Certificate of Correction, dated March 29, 2004, to Articles Supplementary filed May 2, 1996, Articles Supplementary filed April 2, 2004, Articles Supplementary filed August 20, 2004, Articles Supplementary filed April 6, 2005, and Articles Supplementary filed August 29, 2005 (filed as Exhibit 4.1 to FelCor's Registration Statement on Form S-3 (Registration No. 333-128862) and incorporated herein by reference).
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4.2
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Bylaws of FelCor Lodging Trust Incorporated (filed as Exhibit 3.1 to FelCor's Form 8-K dated November 12, 2010 and incorporated herein by reference).
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4.4 *
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FelCor Lodging Trust Incorporated 2005 Restricted Stock and Stock Option Plan (as amended through August 9, 2011).
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5.1*
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Opinion of Akin Gump Strauss Hauer & Feld LLP.
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23.1
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Consent of Akin Gump Strauss Hauer & Feld LLP (included in opinion filed as Exhibit 5.1 hereto).
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23.2*
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Consent of PricewaterhouseCoopers LLP.
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24.1
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Powers of Attorney (included with signature page of this Registration Statement).
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* Filed herewith.
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