As filed with the Securities and Exchange Commission on July 26, 2000
Registration No. 333-___
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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)
1995 AWARD AND OPTION PLAN
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 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 550,000 shares $21.7337 $11,953,528 $3,156
$.01 par
value
(includes
associated
Rights) (3)
(1) Of the 550,000 shares being registered hereby, 500,000 shares
are being registered in connection with the 1995 Award and Option Plan
and 50,000 shares are being registered in connection with the 1995
Outside Directors' Stock Option Plan. The number of shares being
registered is subject to adjustment in accordance with the
anti-dilution provisions of the Plans. 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 263,525 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
286,475 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 II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the
contents of the Registration Statement filed on February 12, 1997
(File No. 333-21679) by Sovran Self Storage, Inc. (the
"Registrant") with respect to shares of its Common Stock issuable
under the Company's 1995 Award and Option Plan and 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 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
_______
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 550,000 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 Award and Option Plan, as amended, and the 1995
Outside Directors' Stock Option Plan, as amended (the "Plans"),
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 550,000 shares of Common Stock have been duly authorized and,
when issued in accordance with the terms of the Registration
Statement and the Plans, 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 AUDITORS
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8, No. 333-00000) pertaining to the 1995 Award
and Option Plan and the 1995 Outside Directors' Stock Option Plan
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