As filed with the Securities and Exchange Commission on August 31, 1998
Registration No. 333-50707
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
U.S. FRANCHISE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-2361501
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
13 Corporate Square, Suite 250
Atlanta, Georgia 30326
(404) 321-4045
(Address of Principal Executive Offices) (Zip Code)
U.S. FRANCHISE SYSTEMS, INC. AMENDED AND RESTATED
1996 STOCK OPTION PLAN
U.S. FRANCHISE SYSTEMS, INC. 1996
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full titles of the plans)
Michael A. Leven
Chairman, President and Chief Executive Officer
U.S. Franchise Systems, Inc.
13 Corporate Square
Atlanta, Georgia 30329
(404) 321-4045
CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Securities to be Registered Registered Price Per Share (1) Aggregate Offering Price (1) Registration Fee
- ------------------------------ ----------------- ----------------------------- ------------------------------ -------------------
Class A Common Stock,
par value $0.01 per share 400,000 (2) $6.16 $2,464,000 $726.88
- ------------------------------ ----------------- ----------------------------- ------------------------------ -------------------
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) and 457(h) under the Securities Act of
1933, as amended (the "Securities Act"). The Proposed Maximum Offering
Price was determined by averaging the high ($6.25) and low prices
($6.0625) of the Class A Common Stock, $.01 per share par value ("Class
A Common Stock"), of U.S. Franchise Systems, Inc. ("USFS") as reported
by the NASDAQ National Market System, the automated quotation system of
the National Association of Securities Dealers, Inc. on August 26,
1998.
(2) Consists of 400,000 shares of Class A Common Stock to be issued to
certain employees, consultants, advisors and other persons whose skills
would be an asset to U.S. Franchise Systems, Inc. or any of its
subsidiaries upon the exercise by such persons of options granted to
them pursuant to the U.S. Franchise Systems, Inc. Amended and Restated
1996 Stock Option Plan. Does not include 325,000 shares of Class A
Common Stock to be issued pursuant to the U.S. Franchise Systems, Inc.
Amended and Restated 1996 Stock Option Plan and 125,000 shares of Class
A Common Stock to be issued pursuant to the U.S. Franchise Systems,
Inc. 1996 Stock Option Plan for Non-Employee Directors previously
registered under the Registrant's Registration Statement on Form S-8
(Registration No. 333-50707) (the "Registration Statement") for which a
registration fee had previously been paid. This Post-Effective
Amendment No. 1 registers an additional 400,000 shares of Class A
Common Stock in accordance with Instruction E of Form S-8.
================================================================================
This Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-8 (Registration No. 333-50707) incorporates by reference the
contents of such earlier Registration Statement.
EXPLANATORY NOTE
On April 22, 1998, U.S. Franchise Systems, Inc. (the "Registrant")
filed Registration Statement No. 333-50707 on Form S-8 (the "Registration
Statement"), which registered 325,000 shares of the Class A Common Stock, par
value $.01, of the Registrant (the "Class A Common Stock") for issuance under
the U.S. Franchise Systems, Inc. Amended and Restated 1996 Stock Option Plan
(the "Option Plan") and 125,000 shares of Class A Common Stock for issuance
under the U.S. Franchise Systems, Inc. 1996 Stock Option Plan for Non-Employee
Directors (the "Directors Plan"). As part of an amendment and restatement of the
Option Plan in June, 1998, the number of shares of Class A Common Stock covered
by the Option Plan increased by 400,000. By this Post-Effective Amendment No. 1,
the Registrant increases the number of shares registered under the Option Plan
to 725,000 and, together with the Directors Plan, to a total of 850,000 shares
of Class A Common Stock under both the Option Plan and the Directors Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibits
- --------
4.1 -- Certificate of Incorporation of the Company, as amended (incorporated
by reference from the Company's Registration Statement on Form S-4
(Registration No. 333-46185)).
4.2 -- By-laws of the Company (incorporated by reference from the
Company's Registration Statement on Form S-4 (Registration No.
333-46185)).
4.3 -- U.S. Franchise Systems, Inc. Amended and Restated 1996 Stock Option
Plan.
4.4 -- U.S. Franchise Systems, Inc. 1996 Stock Option Plan for Non-Employee
Directors (incorporated by reference from the Company's Registration
Statement on Form S-4 (Registration No. 333-46185)).
5.1 -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to the
Company, regarding the legality of the Class A Common Stock being
registered.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
Exhibit 5).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Atlanta, State of Georgia, on August 31, 1998.
U.S. FRANCHISE SYSTEMS, INC.
(Registrant)
By: /s/ Michael A. Leven
------------------------
Michael A. Leven
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
---------- ----- ----
/s/ Michael A. Leven Chairman, President, Chief August 31, 1998
- -------------------- Executive Officer and Director
Michael A. Leven (Principal Executive Officer)
/s/ Neal K. Aronson Executive Vice President, Chief August 31, 1998
- -------------------- Financial Officer and Director
Neal K. Aronson (Principal Financial and
Accounting Officer)
* Director August 31, 1998
- --------------------
Dean S. Adler
* Director August 31, 1998
- --------------------
Irwin Chafetz
* Director August 31, 1998
- --------------------
Douglas G. Geoga
Signatures Title Date
---------- ----- ----
* Director August 31, 1998
- --------------------
Richard D. Goldstein
* Director August 31, 1998
- --------------------
David Hamamoto
* Executive Vice President - August 31, 1998
- -------------------- Franchise Sales and
Steven Romaniello Development and Director
* Director August 31, 1998
- --------------------
Jeffrey A. Sonnenfeld
* Director August 31, 1998
- --------------------
Barry Sternlicht
* By: /s/ Neal K. Aronson
-----------------------
Neal K. Aronson
ATTORNEY-IN-FACT
INDEX TO EXHIBITS
-----------------
Exhibits
- --------
4.1 -- Certificate of Incorporation of the Company, as amended (incorporated
by reference from the Company's Registration Statement on Form S-4
(Registration No. 333-46185)).
4.2 -- By-laws of the Company (incorporated by reference from the
Company's Registration Statement on Form S-4 (Registration No.
333-46185)).
4.3 -- U.S. Franchise Systems, Inc. Amended and Restated 1996 Stock Option
Plan.
4.4 -- U.S. Franchise Systems, Inc. 1996 Stock Option Plan for Non-Employee
Directors (incorporated by reference from the Company's Registration
Statement on Form S-4 (Registration No. 333-46185)).
5.1 -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to the
Company, regarding the legality of the Class A Common Stock being
registered.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
Exhibit 5).