SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
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Date of Report: March 9, 2000
LODGIAN, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-14537 52-2093696
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
3445 Peachtree Road, N.E., Suite 700, Atlanta, Georgia 30326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 364-9400
ITEM 5. OTHER EVENTS.
Lodgian, Inc. (the "Corporation") has a classified Board of Directors with
directors whose terms are for three year periods. Pursuant to the terms of the
Corporation's Certificate of Incorporation and the rules of the New York Stock
Exchange, membership of the classes of a classified board should be as evenly
allocated as possible.
After the election of directors at the Corporation's last annual meeting, the
composition of the Corporation's Board of Directors was as follows:
Class I Directors, with a term expiring 2002:
Peter R. Tyson
Vacancy
Class II Directors, with a term expiring 2000:
Joseph C. Calabro
John M. Lang
Michael A. Leven
Class III Directors, with a term expiring 2001:
Robert S. Cole
Richard H. Weiner
Vacancy
In order to properly constitute the classes of the Corporation's Board of
Directors, Joseph C. Calabro has resigned as a Class II Director with a term
expiring 2000 and has been appointed as a Class I Director with a term expiring
2002 in order to fill a vacancy in that Class, and the Board of Directors has
reduced the size of the Board from eight members to six members to eliminate any
other vacancies, with the result that the composition of the Corporation's Board
of Directors is now as follows:
Class I Directors, with a term expiring 2002:
Peter R. Tyson
Joseph C. Calabro
Class II Directors, with a term expiring 2000:
John M. Lang
Michael A. Leven
Class III Directors, with a term expiring 2001:
Robert S. Cole
Richard H. Weiner
At the same time, the Corporation's Board of Directors amended the
Corporation's Bylaws to be consistent with the Corporation's Certificate of
Incorporation by deleting the second sentence of Article III, Section 5 of the
Corporation's Bylaws and replacing it with the following:
"Any director elected by the Board to fill a vacancy shall hold office for
a term that shall coincide with the term of the class to which such
director shall have been elected."
ITEM 7. EXHIBITS.
(3) Amended Restated Bylaws of Lodgian, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LODGIAN, INC.
By /s/ Robert S. Cole
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Name: Robert S. Cole
Title: President and Chief Executive
Officer
Date: March 9, 2000
EXHIBIT INDEX
Exhibit No. Description
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(3) Amended Restated Bylaws of Lodgian, Inc.