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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/07/14 Ashford Inc 10-12B 2:1.9M Merrill Corp-MD/FA |
Document/Exhibit Description Pages Size 1: 10-12B Registration of Securities (General Form) HTML 54K 2: EX-99.1 Miscellaneous Exhibit HTML 1.18M
As filed with the Securities and Exchange Commission on April 7, 2014
File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
Ashford Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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46-5292553 |
14185 Dallas Parkway, Suite 1100 |
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75254 |
Registrant’s telephone number, including area code:
(972) 490-9600
Copies to:
David A. Brooks |
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Muriel C. McFarling (214) 659-4400 |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to |
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Name of each exchange on which |
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Common Stock, par value $0.01 per share |
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[ ] |
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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):
Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company x |
(Do not check if a smaller reporting company) |
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ASHFORD INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Certain information required to be included in this Form 10 is incorporated by reference to specifically-identified portions of the body of the information statement of Ashford Inc., a Delaware corporation (the “Company”), filed herewith as Exhibit 99.1 (the “Information Statement”). None of the information contained in the Information Statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1. Business.
The information required by this item is contained under the sections of the Information Statement entitled “Summary,” “Risk Factors,” “Cautionary Statement Regarding Forward Looking Statements,” “Our Separation From Ashford Trust,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Business,” “Operating Agreement,” “Structure and Formation of Our Company,” “Certain Relationships and Related Person Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.
Item 1A. Risk Factors.
The information required by this item is contained under the sections of the Information Statement entitled “Risk Factors” and “Cautionary Statement Regarding Forward Looking Statements.” Those sections are incorporated herein by reference.
Item 2. Financial Information.
The information required by this item is contained under the sections of the Information Statement entitled “Summary—Selected Historical and Pro Forma Financial Information,” “Selected Historical Financial Information,” “Selected Unaudited Pro Forma Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Those sections are incorporated herein by reference.
Item 3. Properties.
The information required by this item is contained under the section of the Information Statement entitled “Our Business.” That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the sections of the Information Statement entitled “Security Ownership of Certain Beneficial Owners and Management” and “Our Separation from Ashford Trust.” Those sections are incorporated herein by reference.
Item 5. Directors and Executive Officers.
The information required by this item is contained under the section of the Information Statement entitled “Directors and Executive Officers.” That section is incorporated herein by reference.
Item 6. Executive Compensation.
The information required by this item is contained under the sections of the Information Statement entitled “Executive Compensation,” and “Our Business—Our Initial Advisory Agreements.” Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is contained under the sections of the Information Statement entitled “Directors and Executive Officers,” “Our Business—Our Initial Advisory Agreements,” “Our Business—Our Mutual Exclusivity Agreement” and “Certain Relationships and Related Person Transactions.” Those sections are incorporated herein by reference.
Item 8. Legal Proceedings.
The information required by this item is contained under the section of the Information Statement entitled “Our Business—Legal Proceedings.” That section is incorporated herein by reference.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
The information required by this item is contained under the sections of the Information Statement entitled “Summary,” “Our Separation From Ashford Trust,” “Distribution Policy,” “Structure and Formation of Our Company,” “Description of Our Capital Stock” and “Shares Eligible for Future Sale.” Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities.
In connection with our formation and initial capitalization, on April 2, 2014, the Company authorized the issuance of 100 shares of its common stock, $0.01 par value per share, to Ashford Hospitality Trust, Inc. for an aggregate purchase price of $1,000, in reliance on the exemption set forth in Section 4(a)(2) (formerly Section 4(2)) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 11. Description of Registrant’s Securities to be Registered.
The information required by this item is contained under the sections of the Information Statement entitled “Our Separation From Ashford Trust” and “Description of Our Capital Stock.” Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers.
The information required by this item is contained under the section of the Information Statement entitled “Indemnification of Directors and Officers.” That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data.
The information required by this item is contained under the section of the Information Statement entitled “Index to Financial Statements” and in the financial statements and related notes referenced in such section of the Information Statement and included in the Information Statement following the section of the Information Statement entitled “Index to Financial Statements.” That section and such financial statements and related notes are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 15. Financial Statements and Exhibits.
(a) Financial Statements
The information required by this item is contained under the section of the Information Statement entitled “Index to Financial Statements.” That section is incorporated herein by reference.
(b) Exhibits
See below.
The following documents are filed as exhibits hereto:
Exhibit |
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Exhibit Description |
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2.1 |
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Form of Separation and Distribution Agreement between Ashford Inc. and Ashford Hospitality Trust, Inc. |
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3.1 |
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Form of Amended and Restated Certificate of Incorporation of Ashford Inc. |
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3.2 |
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Form of Amended and Restated Bylaws of Ashford Inc. |
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4.1 |
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Specimen Common Stock Certificate of Ashford Inc. |
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10.1 |
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Form of Amended and Restated Operating Agreement of Ashford Hospitality Advisors LLC |
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10.2 |
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Advisory Agreement between Ashford Hospitality Advisors LLC and Ashford Hospitality Prime, Inc. |
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10.3 |
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Form of Advisory Agreement between Ashford Hospitality Advisors LLC and Ashford Hospitality Trust, Inc. |
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10.4 |
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Form of 2014 Equity Incentive Plan |
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10.5 |
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Form of Mutual Exclusivity Agreement between Ashford Inc. and Remington Lodging and Hospitality LLC |
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10.6 |
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Form of Indemnification Agreement between Ashford Inc. and each of its executive officers and directors |
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10.7 |
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Form of Registration Rights Agreement between Ashford Inc. and Ashford Hospitality Trust, Inc. |
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10.8 |
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Employment Agreement between Ashford Inc. and Monty J. Bennett |
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10.9 |
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Employment Agreement between Ashford Inc. and Douglas J. Kessler |
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10.10 |
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Employment Agreement between Ashford Inc. and David A. Brooks |
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10.11 |
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Employment Agreement between Ashford Inc. and David J. Kimichik |
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10.12 |
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Employment Agreement between Ashford Inc. and Jeremy Welter |
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10.13 |
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Form of Licensing Agreement between Ashford Inc. and Ashford Hospitality Trust, Inc. |
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21 |
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List of Subsidiaries of Ashford Inc. |
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99.1* |
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Information Statement of Ashford Inc., subject to completion, dated April 7, 2014 |
* Filed herewith. All other exhibits are to be filed by amendment.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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ASHFORD 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 |
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Date: April 7, 2014 |
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This ‘10-12B’ Filing | Date | Other Filings | ||
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Filed on: | 4/7/14 | None on these Dates | ||
4/2/14 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/08/14 SEC UPLOAD¶ 9/27/17 1:158K Ashford Inc. 7/22/14 SEC UPLOAD¶ 9/27/17 1:156K Ashford Inc. 6/09/14 SEC UPLOAD¶ 9/27/17 1:169K Ashford Inc. 5/08/14 SEC UPLOAD¶ 9/27/17 1:175K Ashford Inc. |