As filed with the Securities and Exchange Commission on June 4, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASHFORD HOSPITALITY PRIME, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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46-2488594
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14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
(Address of Principal Executive Offices, Zip Code)
Ashford Hospitality Prime, Inc. 2013 Equity Incentive Plan
(Full title of the plan)
David A. Brooks
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
(Name and address of agent for service)
(972) 490-9600
(Telephone number, including area code, of agent for service)
Copies to:
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Jeffrey A. Chapman Gibson, Dunn & Crutcher LLP 2100 McKinney Ave., Suite 1100 Dallas, TX 75201 (214) 698-3100 |
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Howard B. Adler Gibson, Dunn & Crutcher LLP 1050 Connecticut Ave., N.W. Washington, D.C. 20036-5306 (202) 955-8500 |
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.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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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
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Proposed
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Proposed
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Amount of
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Common Stock, par value $0.01 per share (“Common Stock”) |
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1,200,000 |
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$ |
15.83 |
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$ |
18,996,000 |
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2,207.34 |
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(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also covers an indeterminate amount of additional securities as may become issuable in respect of the securities identified in the above table to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction. |
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(2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock on the New York Stock Exchange on June 2, 2015. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 1,200,000 shares of the Common Stock of Ashford Hospitality Prime, Inc. (the “Company” or “Registrant”), which may be issued pursuant to awards under the Ashford Hospitality Prime, Inc. 2013 Equity Incentive Plan, as amended and restated March 25, 2015 (the “Plan”). In accordance with General Instruction E to Form S-8, the Company hereby incorporates herein by reference the Registration Statement on Form S-8 (No. 333-194968), filed with the Securities and Exchange Commission on April 1, 2014, together with all exhibits filed therewith or incorporated therein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The Exhibits to this Registration Statement are listed in the Index to Exhibits immediately following the signature pages.
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 Dallas, State of Texas, on June 3, 2015.
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Ashford Hospitality Prime, Inc. |
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By: |
/s/ David A. Brooks |
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Name: |
David A. Brooks |
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Title: |
Chief Operating Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David A. Brooks his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agent or his substitute may lawfully so or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the following persons have signed this Registration Statement in the capacities and on the date(s) indicated.
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Signature |
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Date |
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/s/ Monty J. Bennett |
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Chairman of the Board of Directors and Chief
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June 3, 2015 |
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Monty J. Bennett |
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/s/ Douglas A. Kessler |
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President and Director |
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June 3, 2015 |
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Douglas A. Kessler |
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/s/ Deric S. Eubanks |
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Chief Financial Officer
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June 3, 2015 |
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Deric S. Eubanks |
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/s/ Mark L. Nunneley |
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Chief Accounting Officer
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June 3, 2015 |
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Mark L. Nunneley |
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/s/ Stefani D. Carter |
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Director |
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June 3, 2015 |
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Stefani D. Carter |
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/s/ Curtis B. McWilliams |
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Director |
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June 3, 2015 |
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Curtis B. McWilliams |
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/s/ W. Michael Murphy |
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Director |
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June 3, 2015 |
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W. Michael Murphy |
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/s/ Matthew D. Rinaldi |
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Director |
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June 3, 2015 |
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Matthew D. Rinaldi |
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/s/ Andrew L. Strong |
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Director |
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June 3, 2015 |
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Andrew L. Strong |
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*By: |
/s/ David A. Brooks |
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David A. Brooks |
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Attorney-in-fact |
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EXHIBIT INDEX
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Exhibit No. |
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Exhibit Description |
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4.1 |
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Articles of Amendment and Restatement of Ashford Hospitality Prime, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 12, 2013) |
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4.2 |
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Articles of Amendment of Ashford Hospitality Prime, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 18, 2015). |
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4.3 |
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Articles Supplementary of Ashford Hospitality Prime, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on May 18, 2015). |
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4.4 |
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Amended and Restated Bylaws of Ashford Hospitality Prime, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on November 12, 2013). |
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4.5 |
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Ashford Hospitality Prime, Inc. 2013 Equity Incentive Plan, as Amended and Restated March 25, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 18, 2015). |
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5.1* |
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Opinion of Hogan Lovells US LLP. |
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23.1* |
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1). |
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23.2* |
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Consent of Ernst & Young LLP. |
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24.1* |
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Power of Attorney (included on signature page hereto). |
*Filed herewith.
Exhibit 5.1
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Hogan Lovells US LLP Harbor East 100 International Drive, Suite 2000 T +1 410 659 2700 F +1 410 659 2701 www.hoganlovells.com |
June 3, 2015
Board of Directors
Ashford Hospitality Prime, Inc.
14185 Dallas Parkway
Suite 1100
Dallas, TX 75254
2013 Equity Incentive Plan, as amended and restated
Ladies and Gentlemen:
We are acting as counsel to Ashford Hospitality Prime, Inc., a Maryland corporation (the “ Company ”), in connection with its registration statement on Form S-8 (the “ Registration Statement ”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “ Act ”), relating to the proposed offering of an additional 1,200,000 newly issued shares of the common stock, par value $0.01 per share (the “ Common Stock ”) of the Company (the “ Shares ”), all of which shares are issuable pursuant to the Company’s 2013 Equity Incentive Plan, as amended and restated March 25, 2015 to increase the shares of Common Stock reserved for issuance thereunder (the “ Plan ”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). We also have assumed that the Shares will not be issued in violation of the ownership limit contained in the Company’s charter. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Maryland General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that, following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to the terms of the Plan and any applicable award agreements entered into thereunder, and (iii) receipt by the Company of the consideration for the Shares specified in the applicable resolutions of the Board of Directors and in the Plan and any applicable award agreements, the Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN LOVELLS US LLP
HOGAN LOVELLS US LLP
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) of the 2013 Equity Incentive Plan, as amended and restated March 25, 2015, of Ashford Hospitality Prime, Inc. of our report dated March 15, 2015, with respect to the consolidated financial statements and schedule of Ashford Hospitality Prime, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.
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/s/ Ernst & Young LLP |
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Dallas, Texas |
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June 3, 2015 |
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