As filed with the Securities and Exchange Commission on July 30, 2003 |
Registration No. 333-___ |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
SOVRAN SELF STORAGE, INC.
(Exact name of Registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization) | | 16-1194043
(I.R.S. Employer
Identification No.) |
| | | |
6467 Main Street
Buffalo, New York
(Address of Principal Executive Office) | | 14221
(Zip Code) |
1995 OUTSIDE DIRECTORS'
STOCK OPTION PLAN
(Full title of the plan)
Frederick G. Attea, Esq.
Phillips, Lytle, Hitchcock, Blaine & Huber LLP
3400 HSBC Center
Buffalo, New York 14203
(Name and address of agent for service)
716-847-8400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of
securities
to be
registered
|
Amount
to be
registered (1)
|
Proposed Max.
offering
price per
share (2)
|
Proposed Max.
aggregate
offering
price (2)
|
Amount of
registration
fee
|
Common Stock
$.01 par
value (includes
associated Rights)
(3)
|
50,000 shares
|
$31.28
|
$1,562,185
|
$126.38
|
(1) The number of shares being registered is subject to adjustment in accordance with the anti-dilution provisions of the Plan. Accordingly, this Registration Statement also covers an indeterminable number of shares that may be issuable in connection with such provisions.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of determining the registration fee, as follows: (i) as to 1,500 shares for which the offering price has been determined, on the basis of the aggregate offering price of those shares, and (ii) as to the remaining 48,500 shares, on the basis of the average of the high and low prices of the Common Stock on the New York Stock Exchange on July 28, 2003.
(3) This Registration Statement also pertains to rights to purchase shares of Preferred Stock of the Registrant in certain circumstances pursuant to the Registrant's Shareholder Rights Agreement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the Registration Statements filed on February 12, 1997 (File No. 333-21679) and July 26, 2000 (File No. 333-42272) by Sovran Self Storage, Inc. (the "Registrant") with respect to shares of its Common Stock issuable under the Company's 1995 Outside Directors' Stock Option Plan are hereby incorporated by reference herein.
Item 5. Interests of named experts and counsel
| | Phillips, Lytle, Hitchcock, Blaine & Huber LLP has rendered an opinion as to the legality of the shares of Common Stock offered pursuant to this Registration Statement. Robert J. Attea, Chairman of the Board and Chief Executive Officer of the Registrant, is the brother of a partner of Phillips, Lytle, Hitchcock, Blaine & Huber LLP. |
EXHIBITS
5 | Opinion of Phillips, Lytle, Hitchcock, Blaine & Huber LLP as to the legality of the securities registered. |
| | |
23(a) | Consent of Ernst & Young LLP, Independent Auditors. |
| | |
23(b) | Consent of Phillips, Lytle, Hitchcock, Blaine & Huber LLP (included in Exhibit 5). |
| | |
24 | Power of Attorney (included under the caption "SIGNATURES" in this Registration Statement). |
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 the City of Buffalo, State of New York on July 30, 2003.
| SOVRAN SELF STORAGE, INC.
By:/s/ Kenneth F. Myszka
Kenneth F. Myszka
President and Chief Operating
Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth F. Myszka and David L. Rogers, and each of them, his attorneys-in-fact, with full power of substitution, for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Capacity | Date |
| | | |
/s/ Robert J. Attea
Robert J. Attea
Executive Officer | Chairman of the Board
of Directors and Chief | July 30, 2003 |
| | | |
/s/ Kenneth F. Myszka
Kenneth F. Myszka
and Director | President, Chief
Operating Officer | July 30, 2003 |
| | | |
/s/ David L. Rogers
David L. Rogers
& Principal Accounting Officer) | Chief Financial Officer
(Principal Financial Officer | July 30, 2003 |
| | | |
/s/ John Burns
John Burns | Director | July 30, 2003 |
| | | |
/s/ Michael A. Elia
Michael A. Elia | Director | July 30, 2003 |
| | | |
/s/ Anthony P. Gammie
Anthony P. Gammie | Director | July 30, 2003 |
| | | |
/s/ Charles E. Lannon
Charles E. Lannon | Director | July 30, 2003 |
INDEX TO EXHIBITS
Exhibit
5
|
- -
|
Opinion of Phillips, Lytle,
Hitchcock, Blaine & Huber LLP as to
the legality of the securities
registered.
|
| | | |
23(a) | - | Consent of Ernst & Young LLP,
Independent Auditors |
| | | |
23(b) | - | Consent of Phillips, Lytle,
Hitchcock, Blaine & Huber LLP (included
in Exhibit 5). |
| | | |
24 | - | Power of Attorney (included under the
caption "SIGNATURES" in this Registration
Statement). |
EXHIBITS 5 AND 23(b)
OPINION OF PHILLIPS, LYTLE, HITCHCOCK,
BLAINE & HUBER LLP AS TO THE LEGALITY
OF THE SECURITIES REGISTERED
July 30, 2003
Sovran Self Storage, Inc.
6467 Main Street
Williamsville, New York 14221
Re: | Sovran Self Storage, Inc.-
Registration Statement on Form S-8 |
Gentlemen:
With respect to the Form S-8 Registration Statement of Sovran Self Storage, Inc. (the "Company"), covering the registration of 50,000 shares of Common Stock, $.01 par value ("Common Stock") of the Company, we have examined and are familiar with the Company's Amended and Restated Articles of Incorporation, Amended and Restated By-laws, minutes of the meetings of the Board of Directors and Shareholders of the Company, the 1995 Outside Directors' Stock Option Plan, as amended (the "Plan"), and other documents, corporate records and proceedings relating to the organization of the Company and proposed issuance of securities by the Company. We have also examined such other documents and proceedings that we have considered necessary for the purpose of this opinion.
Based upon such examination, we are of the opinion that the 50,000 shares of Common Stock have been duly authorized and, when issued in accordance with the terms of the Registration Statement and the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement.
| | Very truly yours, |
| | |
| | /s/ PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP |
EXHIBIT 23(a)
CONSENT OF ERNST & YOUNG LLP
INDEPENDENT PUBLIC ACCOUNTANTS
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 333-________) pertaining to the 1995 Outside Directors' Stock Option Plan of Sovran Self Storage, Inc. of our report dated January 28, 2003, with respect to the consolidated financial statements and schedule of Sovran Self Storage, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2002, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Buffalo, New York
July 28, 2003
