As filed with the Securities and Exchange Commission on August 9,
1996.
Registration Statement No. 333- _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
STUDIO PLUS HOTELS, INC.
(Exact name of Registrant as specified in its Charter)
Virginia 61-1273532
(State or other
jurisdiction of (I.R.S. Employer Identification
incorporation or Number)
organization)
1999 Richmond Road, Suite 4
Lexington, Kentucky 40502
(606) 269-1999
(Address of principal executive offices, including zip code)
STUDIO PLUS HOTELS, INC.
1995 STOCK INCENTIVE PLAN
(Full title of the Plan)
____________________
Norwood Cowgill, Jr.
1999 Richmond Road, Suite 4
Lexington, Kentucky 40502
(606) 269-1999
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
David C. Wright, Esquire
Hunton & Williams
2000 Riverview Tower
900 South Gay Street
Knoxville, Tennessee 37902
(423) 549-7700
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount
Title of Amount Maximum Maximum of Regis-
Securities to be Offering Price Aggregate tration
be Registered Registered Per Share Offering Price Fee
Common Stock, 1,252,500 $18.625(*) $23,327,812 $8,043
$.01 par
value
(*) Estimated solely for the purpose of computing the
registration fee. This amount was calculated pursuant to
Rules 457(c) and 457(h)(1) on the basis of $18.625 per share,
which was the average of the high and low prices of the Common
Stock on The Nasdaq Stock Market on August 7, 1996, as reported
in The Wall Street Journal.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Studio Plus Hotels, Inc. (the
"Company") with the Commission (File No. 0-25340) are
incorporated herein by reference and made a part hereof: (i) the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995; (ii) the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996; (iii) the Company's
Prospectus, dated March 27, 1996, filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Securities
Act"); (iv) the Company's Current Report on Form 8-K dated
February 27, 1996; and (v) the Company's Current Report on Form
8-K dated June 13, 1996.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date of the Prospectus
and prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Prospectus and to be a
part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated
by reference herein modifies or supersedes such earlier
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Virginia Stock Corporation Act, each director of
the Company is required to discharge his duties in accordance
with his good faith business judgment of the best interest of the
Company. In addition, Virginia law provides that a transaction
with the Company in which a director or officer of the Company
has a direct or indirect interest is not voidable by the Company
solely because of the director's or officer's interest in the
transaction if (i) the material facts of the transaction and
interest are disclosed to or known by the directors and the
transaction is authorized, approved or ratified by the
disinterested directors, (ii) the material facts of the
transaction and interest are disclosed to or known by the
shareholders and the transaction is authorized, approved or
ratified by the disinterested shareholders, or (iii) the
transaction is established to have been fair to the Company.
The Articles of Incorporation of the Company contain a provision
which eliminates the liability of a director or officer to the
Company or its shareholders for monetary damages for any breach
of duty as a director or officer. This provision does not
eliminate such liability to the extent that it is proved that the
director or officer engaged in willful misconduct or a knowing
violation of criminal law or of any federal or state securities
law.
The Articles of Incorporation also contain provisions which
require the Company to indemnify an officer or director against
liability incurred in any proceeding to which he is a party
because he is an officer or director if (i) he conducted himself
in good faith, (ii) he believed (A) in the case of conduct in his
official capacity with the Company, that his conduct was in its
best interests, or (B) in all other cases, that his conduct was
at least not opposed to its best interests, and (iii) in the case
of any criminal proceeding, he had no reasonable cause to believe
that his conduct was unlawful.
To the extent that the Board of Directors or the shareholders of
the Company may in the future wish to limit or repeal the ability
of the Company to provide indemnification as set forth in the
Company's Articles of Incorporation, such repeal or limitation
may not be effective as to directors and officers who are parties
to the Indemnification Agreements, because their rights to full
protection would be contractually assured by the Indemnification
Agreements. It is anticipated that similar contracts may be
entered into, from time to time, with future officers or
directors of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1Articles of Incorporation of the Company (previously filed as
Exhibit 3.1 to the Company's Registration Statement on Form S-1
(Registration No. 33-87836) and incorporated by reference
hereto).
4.2Bylaws of the Company (previously filed as Exhibit 3.1(a) to
the Company's Registration Statement on Form S-1 (Registration
No. 33-87836) and incorporated by reference hereto).
4.3Studio Plus Hotels, Inc. 1995 Stock Incentive Plan.
5.1Opinion of Hunton & Williams as to the legality of the
securities being registered.
15Letter from Coopers & Lybrand L.L.P. regarding its review of
financial information for the period ended March 31, 1996.
23.1Consent of Hunton & Williams (included in the opinion filed
as Exhibit 5.1 to the Registration Statement).
23.2Consent of Coopers & Lybrand L.L.P.
24Power of Attorney (included on signature page).
Item 9. Undertakings
(a)The undersigned registrant hereby undertakes:
1.To file, during any period in which offers or sales are made, a
post-effective amendment to this registration statement;
(i)To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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 the 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 in such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.
2.That, for the purpose of determining any liability under the
Securities Act, 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,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.
(c)Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described under Item 6 above, or otherwise, the registrant has
been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of 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 Lexington, Commonwealth of Kentucky, on this 9th day of
August, 1996.
STUDIO PLUS HOTELS, INC.
By /s/ NORWOOD COWGILL, JR.
Norwood Cowgill, Jr.
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Norwood Cowgill, Jr. and William E. Anderson, II, or
either of them, his true and lawful attorney-in-fact with full
power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement or any related registration statement
filed pursuant to Rule 462(b) of the Securities Act of 1933 and
to cause the same to be filed, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting to said attorneys-in-fact
and agent, full power and authority to do and perform each and
every act and thing whatsoever requisite or desirable to be done
in and about the premises, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying
and confirming all acts and things that said attorneys-in-fact
and agents, or their substitutes or substitute, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities indicated on this 9th day of August, 1996.
Signature Title
/s/ NORWOOD COWGILL, JR.
Norwood Cowgill, Jr. Chairman of the Board and
a Director
(Principal Executive Officer)
/s/ RICHARD W. FURST
Richard W. Furst Director
/s/ THOMAS P. DUPREE
Thomas P. Dupree Director
/s/ WARREN W. ROSENTHAL
Warren W. Rosenthal Director
/s/ DANIEL W. DANIELE
Daniel W. Daniele Director
/s/ MICHAEL J. MORIARTY
Michael J. Moriarty Director, President and Chief
Operating Officer
(Principal Operating Officer)
/s/ WILLIAM E. ANDERSON, II
William E. Anderson, II Director, Executive Vice
President, Secretary and
General Counsel
/s/ JAMES C. BAUGHMAN, JR.
James C. Baughman, Jr. Chief Financial Officer and
Treasurer
(Principal Financial Officer)
/s/ DONALD F. VITTITOW
Donald F. Vittitow Director of Corporate
Reporting
(Principal Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description Sequentially
Numbered Page
4.1 Amended and Restated Articles of Incorporation of the
Company (previously filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No. 33-87836)
and incorporated by reference hereto). *
4.2 Bylaws of the Company (previously filed as Exhibit
3.1(a) to the Company's Registration Statement on Form S-1
(Registration No. 33-87836) and incorporated by reference
hereto). *
4.3 Studio Plus Hotels, Inc. 1995 Stock Incentive Plan.*
5.1 Opinion of Hunton & Williams as to the legality of the
securities being registered. *
15 Letter from Coopers & Lybrand L.L.P. regarding its
review of financial information for the period ended March 31,
1996. *
23.1 Consent of Hunton & Williams (included in the opinion
filed as Exhibit 5.1 to the Registration Statement). *
23.2 Consent of Coopers & Lybrand L.L.P. *
24 Power of Attorney (included on signature page). *