As filed with the Securities and Exchange Commission on December 27, 1996
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AMERIHOST PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3312434
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2400 EAST DEVON AVENUE, SUITE 280
DES PLAINES, ILLINOIS 60018
(Address of Principal Executive Offices) (Zip Code)
AMERIHOST PROPERTIES, INC.
1996 OMNIBUS INCENTIVE STOCK PLAN
AMERIHOST PROPERTIES, INC.
1996 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
AMERIHOST PROPERTIES, INC.
STOCK OPTION PLANS FOR KEY PERSONNEL
(Full title of each plan)
Michael P. Holtz (847) 298-4500
President and Chief Executive Officer (Telephone number,
2400 East Devon Avenue, Suite 280 including area code,
Des Plaines, Illinois 60018 of agent for service)
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PRICE PER OFFERING FEE
SHARE(1) PRICE(1)
Common Stock 2,183,083 $6.25 $13,644,269 $4,135
(par value shares(2)
$.005 per
share)
(1) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457(c) of the Securities Act of
1933, based on the average of the high and low sales prices of a share
of Common Stock of the Registrant on the Nasdaq National Market on
December 23, 1996.
(2) An undetermined number of additional shares may be issued if the anti-
dilution adjustment provisions of the plans become operative.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Amerihost Properties, Inc. (the
"Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
periods ended March 31, 1996, June 30, 1996 and September 30,
1996.
(c) The description of the Company's common stock, par value $.005
per share (the "Common Stock"), contained in the Company's registration
statement on Form 8-A filed under the Securities Exchange Act of 1934 (File
No. 000-15291), including any subsequent amendment or any report filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment 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 part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this registration statement to
the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of directors and officers under certain
circumstances as set forth therein. The Company's By-Laws provide that the
Company shall indemnify officers and directors to the fullest extent
permitted by law in the manner permissible under the laws of the State of
Delaware. The Company also maintains liability insurance for the benefit
of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
Reference is made to the Exhibit Index.
ITEM 9. UNDERTAKINGS.
The 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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "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.
(4) That, for the purposes of determining any liability under the
Act, each filing of the registrant's annual report pursuant to Section
13(a) or 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.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6, or otherwise,
the registrant has been advised that in the opinion of the 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
Pursuant to the requirements of the Securities Act of 1933, 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 Des Plaines, Illinois on December 27, 1996.
AMERIHOST PROPERTIES, INC.
By: /s/ Michael P. Holtz
------------------------------------
Michael P. Holtz
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael P. Holtz and Russell
J. Cerqua, and each of them, his true and lawful attorney-in-fact and
agent, each with full power of substitution and revocation, 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, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto each such attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement and the foregoing power of attorney have been signed
by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ H. Andrew Torchia
------------------------- Chairman of the Board December 27, 1996
H. Andrew Torchia of Directors
/s/ Michael P. Holtz President, Chief
------------------------- Executive Officer and December 27, 1996
Michael P. Holtz Director
(Principal Executive
Officer)
/s/ Richard A. D'Onofrio Executive Vice
------------------------- President and December 27, 1996
Richard A. D'Onofrio Director
/s/ Russell J. Cerqua Executive Vice
------------------------- President of Finance, December 27, 1996
Russell J. Cerqua Secretary, Treasurer,
Chief Financial
Officer and Director
(Principal Financial
Officer)
/s/ James B. Dale Controller December 27, 1996
------------------------- (Principal Accounting
James B. Dale Officer)
/s/ Reno J. Bernardo Director December 27, 1996
-------------------------
Reno J. Bernardo
/s/ Salomon J. Dayan
------------------------- Director December 27, 1996
Salomon J. Dayan
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
NUMBER
4(a) Amerihost Properties, Inc. 1996 Omnibus Incentive Stock Plan,
incorporated herein by reference to Appendix A to the Company's
Proxy Statement for Annual Meeting of Shareholders filed on July
25, 1996 (File No. 000-15291).
4(b) Amerihost Properties, Inc. 1996 Stock Option Plan for Nonemployee
Directors, incorporated herein by reference to Appendix A to the
Company's Proxy Statement for Annual Meeting of Shareholders
filed on July 25, 1996 (File No. 000-15291).
4(c) Restated Certificate of Incorporation of the Company, as amended.
4(d) By-Laws of the Company, incorporated herein by reference to the
Company's Report on Form 10-K filed on March 26, 1993.
5 Opinion of McDermott, Will & Emery as to the legality of the
securities being registered.
23(a) Consent of McDermott, Will & Emery (included in its opinion filed
as Exhibit 5).
23(b) Consent of BDO Seidman, LLP.
24 Power of Attorney (included with the signature page to this
registration statement).