As filed with the Securities and Exchange Commission on February 9, 2001
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARRIOTT INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-2055918
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
10400 Fernwood Road 20817
Bethesda, Maryland (Zip Code)
(Address of Principal
Executive Offices)
MARRIOTT INTERNATIONAL, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
(Full Title of the Plan)
Joseph Ryan, Esq.
Executive Vice President and General Counsel
Marriott International, Inc.
Dept. 52/923
10400 Fernwood Road, Bethesda, Maryland 20817
(Name and Address of Agent for Service)
(301) 380-3000
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be registered Registered Per Share Offering Price Registration Fee
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Executive Deferred $100,000,000 (1) NA $100,000,000 $25,000(1)
Compensation Plan
Obligations
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(1) The Executive Deferred Compensation Plan Obligations are unsecured
obligations of the Company to pay deferred compensation in the future in
accordance with the terms of the Company's Executive Deferred Compensation
Plan.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Marriott International,
Inc., a Delaware corporation (the "Company" or "Registrant"), and the Executive
Deferred Compensation Plan (the "Plan"), relating to $100,000,000 of unfunded
and unsecured obligations (the "Obligations") of the Company to be issued under
the Plan. The Obligations registered hereunder are in addition to the
$175,000,000 of Obligations registered on the Registrant's Form S-8 (file no.
333-48407) filed on March 20, 1998.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:
(1) The Company's Registration Statement on Form 10 under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), filed on February 13, 1998.
(2) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
(3) The Company's Reports on Form 10-Q filed on May 4, 2000, as
amended on May 5, 2000; July 28, 2000; and October 20, 2000.
(4) The Company's Current Reports filed on Form 8-K.
All reports and other documents subsequently filed by the Company
or the Plan pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
reports and documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein and any document 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 earlier statement.
Any statement or document 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.
This Registration Statement covers $100,000,000 of Obligations to
be offered to certain eligible employees of the Company pursuant to the Plan.
The Obligations are general unsecured obligations of the Company to pay deferred
compensation in the future in accordance with the terms of the Plan, are
represented by an unfunded and unsecured book reserve (the "Reserve") maintained
on the Company's books, and rank pari passu with other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding.
The amount of compensation deferred by each participant
("Participant") in the Plan is determined in accordance with the terms of the
Plan based upon elections by each Participant. Each Participant's deferral
account under the Plan shall consist of (i) deferred compensation amounts, less
any amount designated under the terms of the Plan to the Participant's account
under the Company's profit sharing plan (effective January 1, 2001, no amounts
may be designated to the Company's profit sharing plan under the terms of the
Plan); (ii) amounts contributed by the Company pursuant to the terms of the
Plan; and (iii) any increases or decreases in value credited to or against such
amounts. The Participant shall be fully vested in those amounts consisting of
deferred salary and bonus amounts, and any earnings thereon. For amounts related
to Participant deferrals made prior to January 1, 2001, the Participant shall be
fully vested in those amounts contributed by the Company pursuant to the terms
of the Plan and any earnings thereon effective on the earlier of the date the
Participant completes five (5) years of service or March 26, 2001. For amounts
related to Participant deferrals made on or after January 1, 2001, the
Participant shall be vested in those amounts contributed by the Company pursuant
to the terms of the Plan and any earnings thereon, on a four year, class-year
vesting schedule based upon the date that such Company contributions are first
allocated to a Participant's account.
Obligations in an amount equal to each Participant's deferral
account under the Plan will be payable at the Participant's election on a date
not earlier than the fourth calendar year following the calendar year of the
election. Separate elections may be made for each year's deferrals. Otherwise,
such Obligations will be payable upon the Participant's termination of
employment or retirement in any of the following forms, as elected by the
Participant: (i) a lump sum cash payment; (ii) a series of annual cash
installments payable over a designated term not to exceed twenty years; (iii)
five annual cash payments beginning the sixth January following such
Participant's termination of employment or (iv) any other manner requested by
the Participant and to which the Administrator consents. If no election is made,
a lump sum will be distributed within 60 days after a termination event as
defined in the Plan.
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Under the Plan, Participants will be able to select from various
benchmark funds on which account earnings will be based. Participants may change
the funds selected and allocations of such deferrals among the funds on a
monthly basis.
The Company's Obligations to Participant cannot be alienated, sold,
transferred, assigned, pledged, attached or otherwise encumbered by the
Participant, and pass only to a survivor beneficiary designated by the
Participant, or if none is so specified, to a survivor beneficiary designated by
the Participant as to his interests in the Company's profit sharing plan, or if
none is so specified, to the following (if then living) in the following order
of priority, as if the Participant had deemed such persons beneficiaries: (i)
spouse; (ii) children, including adopted children, in equal shares; (iii)
parents, in equal shares; and (iv) the Participant's estate.
The Obligations are not subject to redemption, in whole or in part,
prior to the termination of employment, retirement or death of the Participant,
other than in the event of financial hardship (subject to the approval of the
most senior human resources executive of the Company) or if the Participant has
elected distribution following a period certain as part of his deferral election
for a specific year. However, the Company reserves the right to amend or
terminate the Plan at any time, except that no such amendment or termination
shall adversely affect a Participant's right to Obligations in the amount of the
Participant's accounts as of the date of such amendment or termination.
The Obligations are not convertible into any other security of the
Company. The Obligation will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company. No trustee
has been appointed having the authority to take action with respect to the
Obligations, and each Participant will be responsible for acting independently
with respect to, among other things, the giving of notices, responding to any
requests for consents, waivers or amendments pertaining to the Obligations,
enforcing covenants and taking action upon a default.
The administrator appointed under the terms of the Plan has full
power and authority to interpret, construe and administer the Plan and the
administrator's interpretations and constructions thereof, and actions
thereunder, including any valuation of the Reserve or of a Participant's
account, or the amount or recipient of the payment to be made therefrom, is
binding and conclusive on all persons for all purposes.
The Board of Directors of the Company may amend or terminate the
Plan at any time and from time to time and/or distribute all account balances
under the Plan. The Plan provides that in certain additional circumstances
account balances under the Plan may be distributed.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the validity of the
securities registered hereby have been passed upon for the Company by Joseph
Ryan, Executive Vice President and General Counsel of the Company, on behalf of
the Law Department of the Company. Joseph Ryan is a participant in the Plan and
will receive benefits under the Plan.
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Item 6. Indemnification of Directors and Officers.
Articles Eleventh and Sixteenth of the Company Certificate and
Section 7.7 of the Company Bylaws (the "Company Director Liability and
Indemnification Provisions") limit the personal liability of Company directors
to the Company or its stockholders for monetary damages for breach of fiduciary
duty.
The Company Director Liability and Indemnification Provisions
define and clarify the rights of certain individuals, including Company
directors and officers, to indemnification by the Company in the event of
personal liability or expenses incurred by them as a result of certain
litigation against them. Such provisions are consistent with Section 102(b)(7)
of the Delaware General Corporation Law (the "DGCL"), which is designed, among
other things, to encourage qualified individuals to serve as directors of
Delaware corporations by permitting Delaware corporations to include in their
certificates of incorporation a provision limiting or eliminating directors'
liability for monetary damages and with other existing DGCL provisions
permitting indemnification of certain individuals, including directors and
officers. The limitations of liability in the Company Director Liability and
Indemnification Provisions may not affect claims arising under the federal
securities laws.
Set forth below is a description of the Company Director Liability
and Indemnification Provisions. Such description is intended as a summary only
and is qualified in its entirety by reference to the Company Certificate and the
Company Bylaws.
Limitation of Liability for Directors
Article Sixteenth of the Company Certificate protects directors
against monetary damages for breaches of their fiduciary duty of care, except as
set forth below. Under the DGCL, absent Article Sixteenth, directors could
generally be held liable for gross negligence for decisions made in the
performance of their duty of care but not for simple negligence. Article
Sixteenth eliminates director liability for negligence in the performance of
their duties, including gross negligence. In a context not involving a decision
by the directors (i.e., a suit alleging loss to the Company due to the
directors' inattention to a particular matter) a simple negligence standard
might apply. Directors remain liable for breaches of their duty of loyalty to
the Company and its stockholders, as well as acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law and
transactions from which a director derives improper personal benefit. Article
Sixteenth does not eliminate director liability under Section 174 of the DGCL,
which makes directors personally liable for unlawful dividends or unlawful stock
repurchases or redemptions and expressly sets forth a negligence standard with
respect to such liability.
While Article Sixteenth provides directors with protection from
awards of monetary damages for breaches of the duty of care, it does not
eliminate the directors' duty of care. Accordingly, Article Sixteenth will have
no effect on the availability of equitable remedies such as an injunction or
rescission based upon a director's breach of the duty of care. The provisions of
Article Sixteenth that eliminate liability as described above will apply to
officers of the Company only if they are directors of the Company and are acting
in their capacity as directors, and will not apply to officers of the Company
who are not directors. The elimination of liability of directors for monetary
damages in the circumstances described above may deter persons from
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bringing third-party or derivative actions against directors to the extent those
actions seek monetary damages.
Indemnification of Directors and Officers
Under Section 145 of the DGCL, directors and officers as well as
other employees and individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation --- a "derivative action") if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such an action and the DGCL requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the Company.
Section 7.7 of the Company Bylaws provides that the Company will
indemnify any person to whom, and to the extent, indemnification may be granted
pursuant to Section 145 of the DGCL.
Article Eleventh of the Company Certificate provides that each
person who was or is made a party to, or is otherwise involved in any action,
suit or proceeding by reason of the fact that he or she is or was a director,
officer or employee of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (an "indemnitee"), whether the basis of such
proceeding is alleged activity in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the Company to the
fullest extent authorized by the DGCL, as the same exists or may be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than permitted
prior thereto), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer or employee and shall inure to the benefit of
the indemnitee' s heirs, executors and administrators; provided that except with
respect to proceedings to enforce rights to indemnification, the Company shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the board of directors. Article Eleventh also provides that the
right of indemnification will be in addition to and not exclusive of all other
rights to which that director, officer or employee may be entitled.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
4 Executive Deferred Compensation Plan, dated January 1, 2001.
5 Opinion of Joseph Ryan, Esq., on behalf of the law department of the
Registrant.
23.1 Consent of Joseph Ryan, Esq., on behalf of the law department of the
Registrant (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on signature page).
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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, as amended (the "Securities Act");
(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 and 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;
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provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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.
(3) Insofar as indemnification for liabilities arising under the Securities Act
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.
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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 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 County of Montgomery, State of Maryland, on this 9th day of
February, 2001.
MARRIOTT INTERNATIONAL, INC.
By: /s/ J.W. Marriott, Jr.
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J.W. Marriott, Jr., Chairman of the Board
and Chief Executive Officer
Each person whose signature appears below constitutes and appoints J.W.
Marriott, Jr. and Arne M. Sorenson as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for such person and
in his name, place and stead, in any and all capacities, to sign any or all
further 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 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 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 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 on behalf
of the Company in the capacities and on the date indicated above.
Signature Title Date
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PRINCIPAL EXECUTIVE OFFICER: Chairman of the Board of Directors and Chief February 9, 2001
Executive Officer
/s/ J.W. Marriott, Jr.
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J.W. Marriott, Jr.
PRINCIPAL FINANCIAL OFFICER: Executive Vice President and Chief Financial February 9, 2001
Officer
/s/ Arne M. Sorenson
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Arne M. Sorenson
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PRINCIPAL ACCOUNTING OFFICER: Vice President-Finance and Controller February 9, 2001
/s/ Linda A. Bartlett
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Linda A. Bartlett
/s/ William J. Shaw Director, President and Chief February 9, 2001
----------------------------------------- Operating Officer
William J. Shaw
/s/ Henry Cheng Kar-Shun Director February 9, 2001
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Henry Cheng Kar-Shun
/s/ Gilbert M. Grosvenor Director February 9, 2001
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Gilbert M. Grosvenor
/s/ Richard E. Marriott Director February 9, 2001
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Richard E. Marriott
/s/ Floretta Dukes Mckenzie Director February 9, 2001
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Floretta Dukes Mckenzie
/s/ Harry J. Pearce Director February 9, 2001
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Harry J. Pearce
/s/ W. Mitt Romney Director February 9, 2001
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W. Mitt Romney
/s/ Roger W. Sant Director February 9, 2001
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Roger W. Sant
/s/ Lawrence M. Small Director February 9, 2001
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Lawrence M. Small
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