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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission file number 0-9032

SONESTA INTERNATIONAL HOTELS CORPORATION
(Exact name of registrant as specified in its charter)

        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 ý    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. ý

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes o    No ý

        The aggregate market value of the common stock held by non-affiliates of the registrant as of the close of business on June 30, 2004 was $5,707,216.

        The number of shares outstanding of the registrant's common stock as of the close of business on March 18, 2005 was 3,698,230.

        Documents incorporated by reference

        1.     Portions of the annual report to shareholders for the year ended December 31, 2004 are incorporated by reference into Parts I and II.

        2.     Portions of the proxy statement for the 2004 annual meeting of stockholders are incorporated by reference into Part III.

        An Index to Exhibits appears on pages 14 through 20 of this Form 10-K.

PART I

Item 1. Business

        (a)   General Development of Business. The Company is engaged in the operation of hotels that it owns or leases in Boston (Cambridge), Massachusetts; Key Biscayne, Florida; and New Orleans, Louisiana. It also operates, under management agreements, hotels in Southampton, Bermuda (until June 1, 2004); New Orleans, Louisiana; Coconut Grove, Florida; Sunny Isles Beach, Florida; and Cairo, Luxor, Port Said, Taba and Sharm el Sheikh (2), Egypt; and three Nile River cruise vessels. The Company has also entered into management agreements to operate new hotels being created in Orlando, Florida; St. Lucia, B.W.I., and Hammamat Pharoun and Ras Sedr, Egypt. In addition, the Company has franchise agreements for hotels in St. Maarten, Brazil, Peru and Italy, and currently licenses seven (7) hotels in Peru, and three (3) hotels (four (4) until the end of December 2004), including a 10^th century castle, in Tuscany, Italy. A licensed property in Sao Paulo, Brazil, opened in December 2004, and a licensed hotel was added in St. Maarten in July 2004. In general, business levels improved during 2004. All three owned and leased hotels experienced increased revenues in 2004 compared to 2003. In addition, income from management activities increased in 2004 over 2003.

        (b)   Financial Information About Segments.    This information is incorporated by reference from Note 8 to the Company's consolidated financial statements (pages 21 and 22 of the 2004 Annual Report to Shareholders) for information concerning the segment(s) in which the Company operates.

        (c)   Narrative Description of Business. The Company's business is to a great extent dependent upon a high level of economic activity. The hotel business is highly competitive. The facilities of competitors are often affiliated with national or regional chains having more room accommodations and greater financial resources than the Company. The Company follows the practice of refurnishing and redecorating the hotels which it operates in order to keep the properties attractive and competitive with new hotel properties, and this requires the Company to make substantial capital expenditures. During the two years ended December 31, 2004, the Company made such capital expenditures totaling approximately $10,578,000.

        The Company endeavors to create individual and distinctive features for each hotel property while utilizing common corporate identification in order to obtain the benefits of chain operation. The Company is using the name "Sonesta" for all of its hotels.

        The Company has approximately 1,430 employees. The Company considers its relations with its employees to be satisfactory.

        While the business of the Company's individual hotels is seasonal, the diverse locations of the Company's three owned or leased properties tend to mitigate the impact of this factor. Traditionally, only the third quarter has produced significantly less revenues and operating income than the first, second and fourth quarters, although these seasonal fluctuations do not materially affect the Company's business activities.

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        The following table reflects total revenues, annual occupancy percentages, average room rates and revenues per available room ("REVPAR") for the Company's owned and leased properties for the years 2004, 2003, and 2002. REVPAR is calculated by dividing annual room revenue by the total number of rooms available during the year.

        The Company has established and maintains trademark protection for certain service marks it uses in conducting its business, including the service marks "Sonesta", "Sonesta Beach", "Just Us Kids", and the Company's stylized "S" logo. Trademarks are maintained in numerous countries, besides the United States. Each mark is generally protected for several years, subject to periodic renewal.

        For revenues by types of services provided for the three years ended December 31, 2004, reference is made to the Consolidated Statements of Operations which appear on page 11 of the 2004 Annual Report to Shareholders.

        (d)   Financial Information about Foreign and Domestic Operations. This information is incorporated by reference from Note 8 on page 22 of the 2004 Annual Report to Shareholders.

        (e)   Executive Officers of the Company.

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Item 2. Properties

        The Company's hotels are primarily metropolitan and resort hotels in popular vacation areas which emphasize luxury accommodations and personal service.

        The Company has fee ownership in two hotels: Royal Sonesta Hotel, Boston (Cambridge), Massachusetts and Sonesta Beach Resort, Key Biscayne, Florida. Reference is made to Note 4 of the Notes to the Consolidated Financial Statements of the registrant which appears on pages 18 and 19 of the Company's 2004 Annual Report to Shareholders, for details of the mortgage liens on the Boston (Cambridge), Massachusetts property and the Key Biscayne, Florida property.

        The Company operates the Royal Sonesta Hotel, New Orleans, Louisiana under a long-term lease which expires on September 30, 2024, provided the Company exercises its third remaining ten-year extension option. As of March 14, 2005, The Company has exercised options through September 30, 2014.

        The Company also operates under management agreements hotels in Southampton, Bermuda (until June 1, 2004); Coconut Grove (Miami), Florida; Sunny Isles Beach, Florida; New Orleans, Louisiana; and Cairo, Luxor, Port Said, Taba and Sharm el Sheikh (2), Egypt; and three Nile River cruise vessels. The Company has granted licenses for the use of its name to seven (7) hotels in Peru, and three (3) hotels, including a 10^th century castle, in Tuscany, Italy. The Company granted a license to a hotel in St. Maarten, commencing July 2004, and to a hotel that opened in Sao Paulo, Brazil, in December 2004.

        In addition to the properties listed above, the Company leases space for its executive offices at 116 Huntington Avenue, Boston, Massachusetts 02116. That lease commenced May 1, 2002, and has a 10-year term.

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Item 3. Legal Proceedings

Chateau Sonesta Hotel New Orleans

        A subsidiary of the Company, Sonesta Louisiana Hotels Corporation ("SLHC"), which operates Chateau Sonesta Hotel, in New Orleans (the "Hotel"), was involved in an arbitration pursuant to the terms of the Management Agreement between the owner of the Hotel and SLHC. The owner alleged that SLHC failed to perform certain obligations under the Management Agreement, specifically its obligations to (A) "use all reasonable efforts to operate the Hotel...in a manner that achieves a high level of guest satisfaction and profitability", and (B) exercise all reasonable efforts to assure that Sonesta Hotels' corporate services "are billed to the Hotel and to the Royal Sonesta Hotel, New Orleans on a fair and equitable basis". The position established by owner's arbiter claimed damages of $2,952,000, and SLHC's arbiter maintained that no more than $268,000 in damages should be awarded. In May 2004, a decision was rendered in favor of SLHC by a third arbiter selected by the parties. The Company recorded expenses of $281,000 and $847,000 in 2004 and 2003, respectively, related to the award for damages of $268,000, as well as its share of the costs of the arbitration, and the Company's legal and consulting fees.

Trump International Sonesta Beach Resort Sunny Isles

        Sonesta Hotels of Florida, Inc. ("SHF"), a wholly owned subsidiary of the Company, operates Trump International Sonesta Beach Resort, in Sunny Isles, Florida (the "Hotel"), under a Management Agreement with the Hotel's owner, Sunny Isles Luxury Ventures L.C. ("SILV"). The Hotel opened for business in April 2003. The Hotel is a condominium hotel, and the guestrooms are owned by third party buyers and, to the extent condominium units remain unsold, by SILV. Included in the Management Agreement is an option to purchase the Hotel's non-guestroom areas (the "Hotel Lot"). The purchase price is twenty million dollars ($20,000,000.00), which is 100% financed by SILV by means of a non-recourse, 25 year loan secured by a mortgage on the Hotel Lot. The Company exercised its purchase option in September 2004, and the parties agreed that they would close the transaction in early January 2005. Despite its earlier agreements, SILV has taken the position that it will not close on this transaction. The Company believes SILV has no basis to delay the closing date, and has filed a complaint with the Circuit Court of the 11^th Judicial Circuit in Miami-Dade County, Florida, to compel SILV to close the transaction. Because of this, the closing date will be postponed pending either a ruling compelling SILV to close or the parties otherwise agreeing to close. In the meantime, the Company continues management of the Hotel as usual. Since payments on the mortgage loan following the closing are the same as the payments of minimum owner's return and additional owner's return under the Management Agreement, there is no effect on the Company's cash flow from operations as a result of this delay on closing the transaction. The delay in closing this transaction postpones the repayment to the Company of the approximately $2,397,000.00 it advanced for the Hotel's pre-opening expenses.

        In addition, SILV and the Company agreed to resolve in a binding arbitration issues related to whether or not certain non-guestroom area furniture, fixtures and equipment ("FF&E") falls within the Company's obligation to fund "Excess FF&E" under the Management Agreement, and SILV's contention that Sonesta has spent excessive amounts on pre-opening expenses. The arbitration proceedings were completed during the week ending February 11^th, 2005, and a decision will be rendered by the arbiter within 45 days following the proceedings. The Company maintains that the $2,397,000 it advanced for pre-opening expenses was appropriate, and in line with industry norms, and expects that its position will prevail. With regards to the FF&E issue, SILV has claimed that certain construction items were part of FF&E, and that Sonesta also committed to fund certain FF&E for the guestrooms, which the Company believes, based on the management agreement, was SILV's responsibility. The Company has recorded an investment of $2,000,000 for Excess FF&E, of which

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$1,728,000 was funded at December 31, 2004. SILV contends that an additional $1,382,000 should be considered Sonesta's responsibility, which the Company disputes.

        The Company is also from time to time subject to routine litigation incidental to its business, and generally covered by insurance. The Company believes that the results of such litigation will not have a materially adverse effect on the Company's financial condition.

Item 4. Submission of Matters to a Vote of Security Holders

        During a special meeting of shareholders, on November 9, 2004, shareholders voted to amend the Company's Certificate of Incorporation and to amend the Company's By-laws as follows:

1.

Proposal to amend the Company's Restated Certificate of Incorporation to comply with the rules and regulations of the Securities and Exchange Commission and NASDAQ, including eliminating portions of Article SEVENTH which include a requirement for annual stockholder election of the Company's auditors:

VOTES CAST

2.

Proposal to amend the Company's By-laws to comply with the rules and regulations of the Securities and Exchange Commission and NASDAQ, including eliminating Article X which includes the manner of selection of the Company's auditors and a requirement for annual stockholder election of the Company's auditors:

VOTES CAST

PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters

        Common stock market prices and dividends and the number of shareholders of record are incorporated by reference from page 2 of the 2004 Annual Report to Shareholders.

        A dividend of $.10 per share was declared on the Company's stock in December 2002, but was paid in January 2003. A dividend of $.05 was paid in July 2003; no dividend has been declared or paid on the Company's stock since July 2003. Other information required by this item is incorporated by reference from the Consolidated Statements of Stockholders' Equity which appears on page 14 of the 2004 Annual Report to Shareholders.

Item 6. Selected Financial Data

        Selected Financial Data, which appears on page 2 of the 2004 Annual Report to Shareholders, is incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition

        The remainder of the information required by Item 7 is incorporated by reference from pages 3 through 9 of the 2004 Annual Report to Shareholders.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

        This information is incorporated by reference from page 8 of the 2004 Annual Report to Shareholders.

Item 8. Consolidated Financial Statements and Supplementary Data

        The financial statements listed in the Index to Consolidated Financial Statements filed as part of this Annual Report on Form 10-K, together with the report of Vitale, Caturano & Company, Ltd. dated March 15, 2005 are incorporated herein by reference from the 2004 Annual Report to Shareholders.

        Selected Quarterly Financial Data, on page 9 of the 2004 Annual Report to Shareholders, is incorporated by reference.

Item 9. Changes in and Disagreements with Auditors on Accounting and Financial Disclosure

        Effective November 15, 2004, the Company's Audit Committee dismissed Ernst & Young LLP as its independent auditor. Effective the same date, Vitale, Caturano & Company, Ltd. was engaged as the new independent auditor.

        There were no disagreements with auditors on accounting principles or practices or financial statement disclosures in 2004.

Item 9A. Controls and Procedures

        As of December 31, 2004, the Company's management carried out an evaluation, under the supervision and with the participation of the Company's Chief Executive Officer and President, Chief Executive Officer and Vice Chairman, and Vice President and Treasurer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934. Based on that evaluation, the Company's Chief Executive Officer and President, Chief Executive Officer and Vice Chairman, and Vice President and Treasurer concluded that the Company's disclosure controls and procedures are effective, as of December 31, 2004.

        There have been no significant changes in the Company's internal controls regarding financial reporting during the quarter ended December 31, 2004 that have materially affected, or are reasonably likely to materially affect, the Company's internal control regarding financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

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PART III

Item 10. Directors and Executive Officers of the Registrant

        A.    Directors of the Company and Compliance with Section 16 (a)

        The information required by this item is incorporated herein by reference from the proxy statement for the 2005 Annual Meeting of Stockholders, which will be held on May 16, 2005.

        Code of Ethics for Senior Financial Executives and Directors.    The Company, for many years, has had in place a written Code of Ethics covering, among other subjects, ethical behavior, compliance with laws, and conflicts of interest. This Code of Ethics was adopted by the Company's Board of Directors and is applicable to all Company employees, including Senior Financial Officers and Directors. Each year, Company Directors, officers, and management, supervisory, and administrative employees are required to acknowledge, in writing, that they have read and understood the Company's Code of Ethics.

        A copy of the Company's Code of Ethics is posted on its web site at www.sonesta.com.

        Audit Committee Charter.    The Company's Audit Committee Charter, which is an appendix to the Company's Proxy Statement, outlines the Committee's purpose, responsibilities, and authorities, and is reviewed and reassessed by the Audit Committee on an annual basis.

        Audit Committee Members and Financial Expert.    The Company's Board of Directors has an Audit Committee consisting of Messrs. George S. Abrams, Vernon R. Alden, Joseph L. Bower and Charles J. Clark. All the members of the Audit Committee are financially literate and independent. Mr. Clark, who the Company considers a financial expert, as defined by NASDAQ rules, serves as Chairman of the Audit Committee. Mr. Clark has 35 years of experience as a commercial banker, 25 years of which were spent managing a commercial lending department, and 2 years as head of a commercial credit department. Mr. Clark has vast experience in reviewing and evaluating financial statements.

Item 11. Executive Compensation

        The information required by this Item 11 is incorporated herein by reference from the Company's proxy statement for the 2005 Annual Meeting of Stockholders, which will be held on May 16, 2005.

Item 12. Security Ownership of Certain Beneficial Owners and Management

        The remainder of the information required by this Item 12 is incorporated by reference from the Company's proxy statement for the 2005 Annual Meeting of Stockholders, which will be held on May 16, 2005.

        The Company has no equity compensation plans for which disclosure under Item 201(d) of Regulation S-K is required.

Item 13. Certain Relationships and Related Transactions

        The information required by this item is incorporated by reference from the Company's Proxy Statement for the 2005 Annual Meeting of Stockholders, which will be held on May 16, 2005.

Item 14. Principal Accountant Fees and Services.

        Auditors.    Ernst & Young LLP served as the Company's independent auditors until November 15, 2004. Effective the same date, the Company's Audit Committee appointed Vitale, Caturano & Company, Ltd. as the new independent auditors. A representative of Vitale, Caturano & Company Ltd. is expected to be present at our annual meeting, with the opportunity to make a statement if he or she

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desires to do so. This representative will be available to respond to appropriate questions from shareholders who are present at our annual meeting.

        The fees for services provided by Ernst & Young LLP and Vitale, Caturano & Company, Ltd. to us in the last two fiscal years were as follows:

        The Company's Audit Committee has established policies and procedures which are intended to control the services provided by the Company's auditors and to monitor their continuing independence. Under these policies, no services may be undertaken by the Company's auditors unless the engagement is specifically approved by the Company's Audit Committee or the services are included within a category which has been pre-approved by the Audit Committee. The maximum charge for services is established by the audit committee when the specific engagement or the category of services is approved or pre-approved. In certain circumstances, management is required to notify the Audit Committee when pre-approved services are undertaken and the Committee or its Chairman may approve amendments or modifications of the engagement or the maximum fees.

        The Company's Audit Committee will not approve engagements of the Company's auditors to perform non-audit services for the Company if doing so will cause the auditors to cease to be independent within the meaning of applicable SEC or NASDAQ rules. In other circumstances, the Audit Committee considers among other things, whether the auditors are able to provide the required services in a more or less effective and efficient manner than other available service providers.

        Since May 6, 2003, the date when SEC rules relating to approval of services by auditors became effective, all services for which the Company engaged the auditors were approved by the Audit Committee. The total fees the Company paid to Ernst & Young LLP for services in 2003 and 2004, and to Vitale, Caturano & Company, Ltd. for 2004, are set forth above.

        The Company's Audit Committee approved the engagement of Ernst & Young LLP to provide these audit related services (which include the 2003 annual audits of the Company's Pension Plan and 401-K Plan) because it determined that Ernst & Young LLP's providing these services would not compromise its independence and that its familiarity with the Company's record keeping and accounting systems would permit it to provide these services with equal or higher quality, quicker and at a similar cost than the Company could obtain these services from other providers.

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PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

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SONESTA INTERNATIONAL HOTELS CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

*

Incorporated by Reference

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SONESTA INTERNATIONAL HOTELS CORPORATION

SCHEDULE II

CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED DECEMBER 31, 2004

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SONESTA INTERNATIONAL HOTELS CORPORATION

INDEX TO EXHIBITS

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14

15

(1)

Incorporated by reference to the Company's 1967 Report on Form 10-K.

(2)

Incorporated by reference to the Company's 1973 Report on Form 10-K.

(3)

Incorporated by reference to the Company's 1977 Report on Form 10-K.

(4)

Incorporated by reference to the Company's 1981 Report on Form 10-K.

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(5)

Incorporated by reference to the Company's 1992 Report on Form 10-K.

(6)

Incorporated by reference to the Company's 1993 Report on Form 10-K.

(7)

Incorporated by reference to the Company's 1995 Report on Form 10-K.

(8)

Incorporated by reference to the Company's 1996 Report on Form 10-K.

(9)

Incorporated by reference to the Company's 1997 Report on Form 10-K.

(10)

Incorporated by reference to the Company's 1998 Report on Form 10-K.

(11)

Incorporated by reference to the Company's 1999 Report on Form 10-K.

(12)

Incorporated by reference to the Company's 2000 Report on Form 10-K.

(13)

Incorporated by reference to the Company's 2001 Report on Form 10-K.

(14)

Incorporated by reference to the Company's 2002 Report on Form 10-K.

(15)

Incorporated by reference to the Company's 2003 Report on Form 10-K.

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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.

        Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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QuickLinks

Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Consolidated Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Auditors on Accounting and Financial Disclosure
Item 9A. Controls and Procedures

Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accountant Fees and Services.

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K