UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of Report (Date of Earliest Event Reported): | | March 17, 2005 |
Lodgian, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 001-14537 | 52-2093696 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 3445 Peachtree Road, NE, Suite 700, Atlanta, Georgia | | 30326 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 404-364-9400 |
Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On March 17, 2005, Lodgian, Inc. (the "Company") filed a Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission (the "SEC") noting that the Company was unable, without unreasonable effort and expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 within the prescribed period because it is in the process of responding to comments received from the staff of the SEC as part of the SEC’s review of the Company’s Form S-3 registration statement and amendments thereto, including comments the Company received from the SEC staff on March 16, 2005. The comments received impact disclosures being made in the Annual Report on Form 10-K for the fiscal year ended December 31, 2004; therefore, the Company has been unable to complete the Form 10-K. The Company anticipates filing the Form 10-K on or before March 31, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | Lodgian, Inc. |
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| March 17, 2005 | | By: | | Daniel E. Ellis
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| | | | | Name: Daniel E. Ellis |
| | | | | Title: Senior Vice President, General Counsel & Secretary |
