s8-082808.htm
 
As filed with the Securities and Exchange Commission on August 28, 2008
Registration No. 333-             
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
STRATEGIC HOTELS & RESORTS, INC.
(Exact name of Company as specified in its charter)
 
Maryland
  
33-1082757
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)
 
200 West Madison Street, Suite 1700
Chicago, Illinois 60606-3415
  
(Address of principal executive offices)
 
 
Strategic Hotels & Resorts, Inc.
Amended and Restated 2004 Incentive
Plan
  
(Full title of the plan)
 
 
Paula C. Maggio
Senior Vice President, Secretary and General Counsel
200 West Madison Street, Suite 1700
Chicago, Illinois 60606-3415
(312) 658-5000
  
(Name, address, including zip code, and telephone number, including area code, of agent for service):
     
 
Copies to:
  
 
Michael L. Zuppone, Esq.
Paul, Hastings, Janofsky & Walker LLP
75 East 55th Street
New York, NY 10022
(212) 318-6000
  
     

 
 CALCULATION OF REGISTRATION FEE
 
Title of Each Class
of Securities to be Registered
Amount to be
Registered (2)
Proposed
Maximum Offering
Price Per Share (1)
Proposed
Maximum
Aggregate Offering
Price (1)
Amount of
Registration Fee
Common Stock, $0.01par value per share, reserved for issuance under the Amended and Restated 2004 Incentive Plan
1,200,000
$8.31
$9,972,000
$391.90
 
(1)
Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose of calculating the registration fee based upon the average of the high and low reported sale prices of the Common Shares on The New York Stock Exchange on August 22, 2008.
(2)
Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers such number of additional securities as may be issued to prevent dilution from stock splits, stock dividends or similar transactions.


 
EXPLANATORY NOTE
 

 
This registration statement registers an additional 1,200,000 shares of Strategic Hotels & Resorts, Inc.’s (the “Company”) common stock, par value $0.01 per share, issuable pursuant to the Company’s 2004 Incentive Plan, as amended and restated effective May 22, 2008 (as amended, the “Plan”).  The Company previously filed a registration statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) on Form S-8 on June 24, 2004, File No. 333-116837  (the “Original Filing”).  The contents of the Original Filing are incorporated herein by reference pursuant to General Instruction E of Form S-8.
 
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 PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 8.  Exhibits.
 
4.1
Amended and Restated 2004 Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on May 29, 2008).
   
5.1
Opinion of Venable LLP regarding the legality of the securities being registered hereunder. †
   
23.1
Consent of Venable LLP (included in Exhibit 5.1). †
   
23.2
Consent of Deloitte & Touche LLP, independent registered public accountants. †
   
24.1
Power of Attorney (included on the Signature Page). †
 
†
Filed herewith
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Company 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 New York, State of New York, on August 28, 2008.
 
  STRATEGIC HOTELS & RESORTS, INC.
       
  By:          /s/ Laurence S. Geller                          
       
   
Name: 
  Laurence S. Geller
   
Title:   
  Director, President and Chief
       Executive Officer
 
 
POWER OF ATTORNEY
 
Each person whose signature appears below authorizes Laurence S. Geller as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to execute in the name of each such person who is then an officer or director of Strategic Hotels & Resorts, Inc., and to file any amendments (including post effective amendments) to this Registration Statement and any registration statement for the same offering filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the 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 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 attorney-in-fact and agent or his 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:
 
 Signature
  
Title
  
Date
 
/s/ William A. Prezant
        
William A. Prezant
  
Chairman of the Board of Directors
  
August 28, 2008
 
/s/ Laurence S. Geller
        
Laurence S. Geller
  
Director, President and Chief Executive
Officer (Principal Executive Officer)
  
August 28, 2008
         
 
3
 
 
/s/ James E. Mead
        
James E. Mead
  
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
  
August 28, 2008
 
/s/ Stephen Briggs
        
Stephen Briggs
  
Vice President, Controller (Principal Accounting Officer)
  
August 28, 2008
 
/s/ Robert P. Bowen
        
Robert P. Bowen
  
Director
  
August 28, 2008
 
/s/ Michael W. Brennan
        
Michael W. Brennan
  
Director
  
August 28, 2008
 
/s/ Edward C. Coppola
        
Edward C. Coppola
  
Director
  
August 28, 2008
 
/s/ Kenneth Fisher
        
Kenneth Fisher
  
Director
  
August 28, 2008
 
/s/ James A. Jeffs
        
James A. Jeffs
  
Director
  
August 28, 2008
 
/s/ Sir David M.C. Michels
        
Sir David M.C. Michels
  
Director
  
August 28, 2008

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INDEX TO EXHIBITS
 
4.1
Amended and Restated 2004 Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on May 29, 2008).
   
5.1
Opinion of Venable LLP regarding the legality of the securities being registered hereunder. †
   
23.1
Consent of Venable LLP (included in Exhibit 5.1). †
   
23.2
Consent of Deloitte & Touche LLP, independent registered public accountants. †
   
24.1
Power of Attorney (included on the Signature Page). †
 
†
Filed herewith
 
 
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