As filed with the Securities and Exchange Commission on July 26, 2000
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 16-1194043
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5166 Main Street
Williamsville, New York 14221
(Address of Principal Executive Office) (Zip Code)
DEFERRED COMPENSATION PLAN
FOR DIRECTORS OF
SOVRAN SELF STORAGE, INC.
(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 Proposed Max. Proposed Max.
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered (1) share (2) price (2) fee
__________ ______________ _____________ ____________ ____________
Common Stock 20,000 shares $21.688 $433,760 $115
$.01 par
value
(includes
associated
Rights) (3)
(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 which 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 3,807 shares
for which the purchase price has been determined, on the basis of the
aggregate purchase price of those shares, and (ii) as to the remaining
16,193 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 21, 2000.
(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 I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 & 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1)
under the Securities Act of 1993, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the registrant with the
Securities and Exchange Commission (the "Commission"), pursuant
to the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference into this
Registration Statement:
(a) The registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999.
(b) The registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000.
(c) All documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of
a post-effective amendment to this Registration
Statement which indicates that all securities offered
have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a
part hereof from the respective dates of filing of such
documents.
(d) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on
Form 8-A dated June 16, 1995, including all amendments
and reports updating such description.
(e) The description of the Registrant's Preferred
Stock Purchase Rights contained in the Registrant's
Registration Statement on Form 8-A dated November 26,
1996, including all amendments and reports updating
such description.
Item 4. DESCRIPTION OF SECURITIES
Not applicable
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.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The registrant's officers and directors are and will be
indemnified under the Articles of Incorporation and Bylaws of the
Company against certain liabilities. The Articles of
Incorporation require the registrant to indemnify its directors
and officers, among others, against claims and liabilities and
reasonable expenses actually incurred by them in connection with
any claim or liability by reason of their services in those or
other capacities unless it is established that the act or
omission of the director or officer was material to the matter
giving rise to the proceeding and was committed in bad faith or
was the result of active and deliberate dishonesty or the
director or officer actually received an improper personal
benefit or, in the case of any criminal proceeding, the director
or officer had reasonable cause to believe that the act or
omission was unlawful.
The registrant has entered into indemnification agreements
with each of its senior executive officers and directors. The
indemnification agreements require, among other matters, that the
registrant indemnify such officers and directors to the fullest
extent permitted by law and advance to such officers and
directors all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not permitted.
Under these agreements, the registrant must also indemnify and
advance all expenses incurred by officers and directors seeking
to enforce their rights under the indemnification agreements and
may cover officers and directors under the registrant's
directors' and officers' liability insurance. Although the
indemnification agreements offer substantially the same scope of
coverage afforded by law, they provide additional assurance to
directors and officers that indemnification will be available
because, as contracts, they cannot be modified unilaterally in
the future by the Board of Directors or the stockholders to
eliminate the rights they provide.
As permitted by Maryland law, the Articles of Incorporation
provide that a director or officer of the registrant shall not be
liable for monetary damages to the registrant or its shareholders
for any act or omission in the performance of his duties, except
to the extent that (1) the person actually received an improper
benefit or (2) the person's action or failure to act was the
result of active and deliberate dishonesty and was material to
the cause of action adjudicated.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
Item 8. EXHIBITS
See Exhibit Index
Item 9 UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement(or the most recent post-effective amendment
thereof) which, individually or in aggregate, represent
a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
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 25, 2000.
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 Chairman of the Board July 25, 2000
_____________________ of Directors and Chief
Robert J. Attea Executive Officer
/s/ Kenneth F. Myszka President, Chief July 25, 2000
_____________________ Operating Officer
Kenneth F. Myszka and Director
/s/ David L. Rogers Chief Financial Officer July 25, 2000
_____________________ (Principal Financial
David L. Rogers Officer & Principal
Accounting Officer)
/s/ John Burns Director July 25, 2000
_____________________
John Burns
/s/ Michael A. Elia Director July 25, 2000
_____________________
Michael A. Elia
/s/ Charles E. Lannon Director July 25, 2000
_____________________
Charles E. Lannon
INDEX TO EXHIBITS
Exhibit Page Number
_______ ___________
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 25, 2000
Sovran Self Storage, Inc.
5166 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 20,000 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, resolutions of its
Directors and such other documents and corporate records and
proceedings relating to the organization of the Company, proposed
issuance of securities and the adoption of the Deferred
Compensation Plan for Directors of Sovran Self Storage, Inc. (the
"Plan") 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 20,000 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. 333-00000) pertaining to the Deferred
Compensation Plan for Directors of Sovran Self Storage, Inc. of
our report dated January 26, 2000, with respect to the
consolidated financial statements and schedules of Sovran Self
Storage, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1999, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Buffalo, New York
July 24, 2000