As filed with the Securities and Exchange Commission on February 28, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HERSHA HOSPITALITY TRUST
(Exact name of registrant as specified in its charter)
Maryland | 25-1811499 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
44 Hersha Drive
Harrisburg, Pennsylvania 17102
(717)236-4400
(Address of principal executive offices, including zip code)
Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan
(Full title of the plan)
Ashish R. Parikh
Chief Financial Officer
44 Hersha Drive
Harrisburg, Pennsylvania 17102
(717)236-4400
Copy to:
James V. Davidson
Hunton Andrews Kurth LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Tel (804)788-8200
Fax (804)788-8218
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||
Priority Class A common shares of beneficial interest, $0.01 par value per share | 2,750,153 shares | $11.96 | $32,891,829.88 | $4,269.36 | ||||
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(1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the number of common shares registered hereunder includes such indeterminate number of additional common shares as may be offered or issued in the future to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) | Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, on the basis of $11.96 per share, which was the average of the high and low prices of the common shares on the New York Stock Exchange on February 25, 2020. |
Explanatory Note
On March 2, 2012, Hersha Hospitality Trust (the “Company”) filed a registration statement on FormS-8 (FileNo. 333-179847) (the “InitialS-8”), relating to the registration of 7,500,000 (or 1,875,000 after giving effect to the June 22, 20151-for-4 reverse share split) Priority Class A common shares of beneficial interest, which are referred to herein as common shares, issuable pursuant to the Company’s 2012 Equity Incentive Plan (as amended and restated through the date hereof, the “Plan”).
On May 22, 2014, the Company filed a registration statement on FormS-8 (File No. 333-196181) (the “PriorS-8”), relating to the registration of an additional 9,000,000 (or 2,250,000 after giving effect to the June 22, 20151-for-4 reverse share split) common shares issuable pursuant to the Plan.
On May 30, 2019, the Company’s shareholders approved a further amendment to the Plan pursuant to which the maximum aggregate number of common shares issuable pursuant to the Plan was increased from 4,125,000 common shares (after giving effect to the June 22, 20151-for-4 reverse share split) to 6,375,000 common shares. The Plan is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2019.
This registration statement is filed by the Company on FormS-8 to register an additional 2,750,153 common shares issuable pursuant to the Plan. In accordance with General Instruction E to FormS-8, this registration statement is filed to register securities of the same class as other securities for which a registration statement filed on FormS-8 relating to an employee benefit plan is effective. Accordingly, this registration statement incorporates by reference the contents of the InitialS-8 and the PriorS-8 to the extent not modified, amended or superseded by this registration statement.
Item 8. | Exhibits. |
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* Filed herewith.
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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 FormS-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on February 28, 2020.
HERSHA HOSPITALITY TRUST | ||||
By: | /s/ Ashish R. Parikh | |||
Ashish R. Parikh | ||||
Chief Financial Officer (Principal Financial Officer) |
POWER OF ATTORNEY and signatures
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Ashish R. Parikh and Michael R. Gillespie and each of them (with full power to act alone) as true and lawfulattorneys-in-fact, and stead, in any and all capacities, to sign any amendments to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that saidattorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement and the power of attorney appearing above have been signed below by the following persons in the capacities indicated on February 28, 2020.
Signature | Title | |||
/s/ Hasu P. Shah Hasu P. Shah | Chairman and Trustee | |||
/s/ Jay H. Shah Jay H. Shah | Chief Executive Officer and Trustee (Principal Executive Officer) | |||
/s/ Ashish R. Parikh Ashish R. Parikh | Chief Financial Officer (Principal Financial Officer) | |||
/s/ Michael R. Gillespie Michael R. Gillespie | Chief Accounting Officer (Principal Accounting Officer) | |||
/s/ Donald J. Landry Donald J. Landry | Trustee | |||
/s/ Jackson Hsieh Jackson Hsieh | Trustee | |||
/s/ Thomas J. Hutchison III Thomas J. Hutchison III | Trustee | |||
/s/ Michael A. Leven Michael A. Leven | Trustee | |||
/s/ Dianna F. Morgan Dianna F. Morgan | Trustee | |||
/s/ John M. Sabin John M. Sabin | Trustee |
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