Sonesta International Hotels Corp - Amended Annual Report (10-K/A)
09 April 2008 - 5:56AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No.1)
(Mark
One)
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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For
the fiscal year ended December 31, 2007
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OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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For
the transition period from
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to
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Commission
file number 0-9032
SONESTA
INTERNATIONAL HOTELS CORPORATION
(Exact
name of registrant as specified in its charter)
NEW
YORK
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13-5648107
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(State
or other jurisdiction or incorporation or organization)
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(I.R.S.
Employer Identification No.)
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116
Huntington Avenue, Boston, MA 02116
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(Address
of principal executive offices, including zip
code)
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617-421-5400
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(Registrant’s
telephone number, including area
code)
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Securities to be registered
pursuant to Section 12 (b) of the
Act:
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Title of each class
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Name of each exchange on which
registered
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Class
A Common Stock
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NASDAQGM
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$.80
par value per share
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Securities registered pursuant
to Section 12 (g) of the
Act: None
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes
o
No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
o
No
x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes
x
No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K
.
x
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 definition of “large accelerated filer”, “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act:
Large
accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller
reporting company
x
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes
o
No
x
The
aggregate market value of the common stock held by non-affiliates of the
registrant as of the close of business on June 29, 2007 was
$46,771,452.
The
number of shares outstanding of the registrant's common stock as of the close of
business on March 13, 2008 was 3,698,230.
SONESTA
INTERNATIONAL HOTELS CORPORATION
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FORM
10-K TABLE OF CONTENTS
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FISCAL
YEAR ENDED DECEMBER 31, 2007
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Part
IV.
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Page
No.
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Item 15
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Exhibits
and Financial Statement Schedules
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2
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Signatures
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7
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Explanatory
Note
The
purpose of this Amendment No. 1 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2007 filed on March 25, 2008 (the “Original Filing”)
is to re-file Exhibits 31(a), 31(b) and 31(c). The exhibits filed
with this Amendment include certain text that was inadvertently omitted in the
Original Filing. No other changes or updates are being made to the
Original Filing.
PART
IV
Item
15 Exhibits
and Financial Statement Schedules
Item 15 is unchanged from the
Original Filing, except for the list of Exhibits that follows.
SONESTA
INTERNATIONAL HOTELS CORPORATION
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Index
to Exhibits
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NUMBER
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DESCRIPTION
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3.1
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Certificate
of Incorporation, as amended to date. (9)
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3.2
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Company
By-laws, as amended to date. (9)
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10.1
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Management
Agreement, between Sonesta Hotels of Florida, Inc., and Sunny Isles Luxury
Ventures L.C., Trustee, dated as of June 21, 2001. (7)
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10.1
(a)
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Management
Agreement, between Sonesta Coconut Grove, Inc. (“SCG”), and Mutiny on the
Park, Ltd. (“Mutiny”), dated December 22, 2000. (6)
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10.1
(b)
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Letter
of Amendment of Management Agreement, between SCG and Mutiny, dated
January 5, 2001. (6)
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10.1
(c)
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Intercreditor
Agreement, between SCG, Mutiny and Ricardo Dunin Borkowsky (“Dunin”),
dated December 22, 2000. (6)
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10.1
(e)
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Promissory
Note ($4,000,000) in favor of SCG, dated December 22, 2000.
(6)
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10.1
(g)
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Collateral
Pledge and Escrow Agreement ($4,000,000), dated December 22, 2000.
(6)
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10.1
(h)
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Amendment
to Management Agreement between SCG and Mutiny, effective January 1,
2007. (12)
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10.5
(a)
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Unsecured
demand line of credit agreement, dated December 31, 2004, between Citizens
Bank of Massachusetts (“Citizens”) and Sonesta International Hotels
Corporation (“Sonesta”). (9)
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10.5
(b)
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Fifth
Allonge to $2,000,000 Commercial Promissory Note dated September 29, 2000
(the “Note”), dated December 31, 2004, between Sonesta and Citizens,
acknowledging that the Note is payable on demand. (9)
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10.5
(c)
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Commercial
Promissory Note ($2,000,000) from Sonesta to Citizens, dated September 29,
2000. (5)
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10.6
(a)
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Mortgage
and Loan Modification Agreement, dated as of March 24, 2004, between
SunAmerica, Charterhouse of Cambridge Trust (“Trust”) and Sonesta of
Massachusetts, Inc. (“Sonesta Mass”). (8)
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NUMBER
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DESCRIPTION
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10.6
(b)
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Reaffirmation
and Modification of Limited Guaranty Agreement and Environmental Indemnity
Agreement, dated as of March 24, 2004, between SunAmerica, Trust and
Sonesta Mass. (8)
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10.6
(c)
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Amended
and Restated Promissory Note ($41,000,000), dated May 30, 2000, from the
Trustees of Trust and Sonesta Mass to SunAmerica Life Insurance Company
(“SunAmerica”). (5)
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10.6
(d)
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Mortgage
and Loan Modification Agreement, dated as of May 30, 2000, between Trust
and Sonesta Mass, and SunAmerica. (5)
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10.6
(e)
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Reaffirmation
and Modification of Limited Guaranty Agreement and Environmental Indemnity
Agreement, dated as of May 30, 2000, between Trust, Sonesta Mass, and
Sonesta International Hotels Corporation (“Sonesta”), and SunAmerica.
(5)
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10.6
(f)
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Deficiency
Guaranty Agreement, dated as of May 30, 2000, between Trust, Sonesta Mass,
and SunAmerica, “Escrow Agent”. (5)
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10.8
(a)
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Amendment
to Management Agreement for Sonesta Club Sharm El Sheikh, dated January
24, 2008, between Sharm Today S.A.E. and Sonesta International Hotels
Limited. The Amendment includes the obligation by the Company
to make a loan of $558,571 to Sharm Today. (12)
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10.8
(b)
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Amendment
to Management Agreement for Sonesta Beach Resort Sharm el Sheikh, dated
January 24, 2008, between Masters of Tourism S.A.E. and Sonesta
International Hotels Limited. The Amendment includes the
obligation by the Company to make a loan of $1,020,672 to Masters of
Tourism. (12)
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10.9
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Indenture
of Lease, dated March 18, 2002, between ATC Realty, Inc. and Sonesta
International Hotels International Hotels Corporation. (7)
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10.11
(a)
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Hotel
Lease, dated December 12, 1967, between Chateau Louisiane, Inc., as
"Landlord", and The Royal Orleans, Inc., as "Tenant". (1)
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10.11
(b)
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Hotel
Lease-Amendment No. 1, dated November 26, 1973, between Chateau Louisiane,
Inc. and Louisiana Sonesta Corporation. (2)
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10.11
(c)
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Hotel
Lease-Amendment No. 2, dated September 1, 1977, between Chateau Louisiane,
Inc. and Royal Sonesta, Inc. (3)
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10.12
(a)
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Restated
Employment Agreement, dated January 1, 1992, between Sonesta and Paul
Sonnabend, together with letter agreement regarding permanent and total
disability. (4) (Management contract under Item 601 (10)(iii)
(A))
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10.12
(b)
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Restated
Employment Agreement, dated January 1, 1992, between Sonesta and Roger P.
Sonnabend, together with letter agreement regarding permanent and total
disability. (4) (Management contract under Item 601 (10) (iii)
(A))
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NUMBER
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DESCRIPTION
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10.12
(c)
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Restated
Employment Agreement, dated January 1, 1992, between Sonesta and Stephen
Sonnabend together with letter agreement regarding permanent and total
disability. (4) (Management contract under Item 601 (10) (iii)
(A))
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10.12
(d)
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Amendment
to Restated Employment Agreement, dated May 16, 2005, between Sonesta and
Paul Sonnabend. (11)
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10.12
(e)
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Amendment
to Restated Employment Agreement, dated May 16, 2005, between Sonesta and
Roger P. Sonnabend. (11)
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10.12
(f)
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Amendment
to Restated Employment Agreement, dated May 16, 2005, between Sonesta and
Stephen Sonnabend. (11)
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10.12
(g)
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Summary
of Director compensation. (11)
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10.13
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Promissory
Note ($1,600,000), dated October 23, 2007, between 800 Canal Street
Limited Partnership and Sonesta Louisiana Hotels
Corporation. (12)
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10.14
(a)
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Agreement
of Limited Liability Limited Partnership of SBR-Fortune Associates, LLLP,
dated as of January 17, 2005, between Fortune KB GP, LLC, General Partner,
Fortune KB, LLC, Limited Partner, and Sonesta Beach Resort Limited
Partnership, Limited Partner. (9)
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10.14
(b)
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First
Amendment to partnership agreement of SBR – Fortune Associates, LLLP,
dated as of January 17, 2005. (9)
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10.14
(c)
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Second
Amendment to partnership agreement of SBR - Fortune 199 - 203 Associates,
LLLP, dated as of January 17, 2005. (9)
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10.14
(d)
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Agreement
of Merger, dated as of April 2005, by and among SBR-Fortune Associates,
LLLP, a Florida limited liability limited partnership (“SBR”), Sonesta
Beach Resort LLC, a Delaware limited liability company (the “Company”) and
Sonesta Beach Resort Limited Partnership, a Delaware limited partnership
(the “Sonesta”). (10)
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10.14
(e)
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Interim
Lease Agreement, dated as of April 19, 2005, by and between SBR-Fortune
Associates, LLLP, a Florida limited liability limited partnership
(“Landlord”), and Sonesta Beach Resort Limited Partnership, a Delaware
limited partnership (“Tenant”). (10)
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13
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Annual
Report to Security Holders for the calendar year ended December 31,
2007. (12)
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21
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Subsidiaries
of the Registrant. (12)
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23
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Consent
of Vitale, Caturano & Company, Ltd. (12)
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NUMBER
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DESCRIPTION
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31
(a)
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Certification
required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
1934, as amended. (Filed herewith)
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31
(b)
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Certification
required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
1934, as amended. (Filed herewith)
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31
(c)
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Certification
required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
1934, as amended. (Filed herewith)
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32
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Certification
required by 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act
of 2002). (13)
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99.1
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Audited
Financial Statements of SBR-Fortune Associates, LLLP, for the periods
ended December 31, 2007 and 2006, pursuant to Rule 3-09 of Regulation
S-X. (12)
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(1)
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Incorporated
by reference to the Company's 1967 Report on Form 10 K.
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(2)
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Incorporated
by reference to the Company's 1973 Report on Form 10-K.
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(3)
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Incorporated
by reference to the Company's 1977 Report on Form 10-K.
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(4)
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Incorporated
by reference to the Company's 1992 Report on Form 10-K.
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(5)
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Incorporated
by reference to the Company’s 2000 Report on Form 10-K.
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(6)
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Incorporated
by reference to the Company’s 2001 Report on Form 10-K.
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(7)
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Incorporated
by reference to the Company’s 2002 Report on Form 10-K.
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(8)
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Incorporated
by reference to the Company’s 2003 Report on Form 10-K.
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(9)
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Incorporated
by reference to the Company’s 2004 Report on Form 10-K.
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(10)
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Incorporated
by reference to the Company’s current report on Form 8-K,
filed
on April 22, 2005.
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(11)
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Incorporated
by reference to the Company’s current report on Form 8-K,
filed
on May 17, 2005.
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(12)
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Previously
filed with the Original Filing.
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(13)
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Previously
furnished with the Original Filing.
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SONESTA
INTERNATIONAL HOTELS CORPORATION
(Registrant)
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Sonesta International Hotels
Corporation
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Date:
April 8, 2008
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By:
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/s/ Boy
van Riel
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Name:
Boy van Riel
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Title:
Vice President and Treasurer, Principal Financial and Accounting
Officer
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