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
Number)
incorporation or 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 NON-EMPLOYEE DIRECTORS'
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, 1,000,000 $18.625(*) $1,862,500 $642
$.01 par shares
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"); (vi) 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 Non-Employee Directors' 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
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 Non-
Employee Directors' 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). *