Registration No. 333-147448
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORIENT-EXPRESS HOTELS LTD.
(Exact name of registrant as specified in its charter)
Bermuda
(State or other jurisdiction of 98-0223493
incorporation or organization) (I.R.S. Employer Identification No.)
22 Victoria Street
Hamilton HM 12, Bermuda
(Address of Principal Executive Offices)
Orient-Express Hotels Ltd.
2004 Stock Option Plan
2007 Performance Share Plan
(Full title of the plans)
John T. Landry, Jr.
Orient-Express Hotels Inc.
1114 Avenue of the Americas
New York, New York 10036-7703
(Name and address of agent for service)
(212) 302-5055
(Telephone number, including area code, of agent for service)
Copy to:
Vincent Monte-Sano
Carter Ledyard & Milburn LLP
2 Wall Street
New York, New York 10005-2072
(212) 732-3200
EXPLANATORY STATEMENT
This post-effective amendment to the registration statement on Form S-8
(Registration No. 333-147448) is being filed by Orient-Express Hotels Ltd. (the
"Registrant") to reflect the transfer from the Registrant's 2004 Stock Option
Plan (the "2004 Plan") and the Registrant's 2007 Performance Share Plan (the
"2007 Plan") to the Registrant's 2009 Share Award and Incentive Plan (the "2009
Plan") of
(i) 68,548 class A common shares of the Registrant and attached preferred
share purchase rights (the "rights") remaining available for new awards
under the 2004 Plan,
(ii) 2,130 class A common shares of the Registrant and attached rights
remaining available for new awards under the 2007 Plan,
(iii) up to 889,750 class A common shares and attached rights of the
Registrant subject to awards outstanding under the 2004 Plan, to the
extent such awards are canceled, expired, forfeited, settled in cash,
settled by delivery of fewer class A common shares than underlying the
award or otherwise terminated without delivery of class A common shares
or are withheld from an award or surrendered in payment, and
(iii) up to 497,870 class A common shares and attached rights of the
Registrant subject to awards outstanding under the 2007 Plan, to the
extent such awards are canceled, expired, forfeited, settled in cash,
settled by delivery of fewer class A common shares than underlying the
award or otherwise terminated without delivery of class A common shares
or are withheld from an award or surrendered in payment.
The Registrant has previously registered class A common shares and
attached rights for issuance under the 2004 Plan pursuant to (i) the
Registrant's registration statement on Form S-8, dated October 20, 2005
(Registration No. 333-129152), registering 500,000 class A common shares and
attached rights; and (ii) the Registrant's registration statement on Form S-8,
dated November 16, 2007 (Registration No. 333-147448), registering another
500,000 class A common shares and attached rights. The Registrant has previously
registered class A common shares and attached rights for issuance under the 2007
Plan pursuant to the Registrant's registration statement on Form S-8, dated
November 16, 2007 (Registration No. 333-147448), registering another 500,000
class A common shares and attached rights. Because there are options and awards
outstanding under the 2004 Plan and the 2007 Plan, neither the 2004 Plan or the
2007 Plan nor this registration statement is being terminated. However, no more
awards will be made under the 2004 Plan or the 2007 Plan.
On the date hereof, the Registrant is also filing a registration
statement on Form S-8 to register, among other things, the class A common shares
and attached rights being transferred to the 2009 Plan from the 2004 Plan and
the 2007 Plan.
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 Hamilton, Bermuda on the 20th day of August, 2009.
ORIENT-EXPRESS HOTELS LTD.
By: /s/ Paul M. White
-----------------
Paul M. White
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on August 20, 2009.
Signature Title
--------- -----
/s/ Paul M. White
----------------- President, Chief Executive Officer
Paul M. White and Director
(Principal Executive Officer)
/s/ Martin O'Grady
------------------ Chief Financial Officer
Martin O'Grady (Principal Financial and Accounting
Officer)
*
---------------- Director
John D. Campbell
-------------------- Director
Mitchell C. Hochberg
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Signature Title
--------- -----
*
---------------- Director
James B. Hurlock
----------------- Director
Prudence M. Leith
*
-----------------
J. Robert Lovejoy Director and Authorized
Representative in the
United States
*
--------------- Director
Georg R. Rafael
*
----------------- Director
James B. Sherwood
*By: /s/ Edwin S. Hetherington Attorney in-Fact
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Edwin S. Hetherington
3