1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A 12G FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SUBURBAN LODGES OF AMERICA, INC. ------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Georgia 58-1781184 - -------------------------------------------------------------------------------- (STATE OF INCORPORATION OF ORGANIZATION (I.R.S. EMPLOYER Indentification No.) 120 Interstate North Parkway East, Suite 120, Atlanta, Georgia 30339 - -------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered N/A N/A - -------------------------------- ---------------------------------------- - -------------------------------- ---------------------------------------- If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK PURCHASE RIGHTS. - --------------------------------------------------------------------------- (Title of Class) Total of 2 sequentially numbered pages. Exhibit Index appears on page 2. 1 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED Incorporated herein by reference is the description of the Rights set forth under the heading "Rights Agreement" contained in the Registrant's Amended Registration Statement on Form S-1 (Registration No. 333-2876) under the Securities Act of 1933, as amended, filed on March 28, 1996, and amended on May 7, 1996. ITEM 2. EXHIBITS. II.4.1 Form of Common Stock Certificate of the Registrant (incorporated herein by reference to Exhibit 4.1 to the Registrant's Registration Statement No. 333-2876) under the Securities Act of 1933, as amended, filed on March 28, 1996, and amended on May 7, 1996). II.10.16 Rights Agreement between Registrant and American Stock Transfer & Trust Company (including exhibits to the filed therewith, including the Form of Board Resolution Establishing and Designating Preferred Stock, Form of Rights Certificate, and Summary Description of the Shareholder Rights Plan) (incorporated herein by reference to Exhibit 10.16 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-2876) under the Securities Act of 1933, as amended, filed on March 28, 1996, and amended on May 7, 1996). Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. May 7, 1996 SUBURBAN LODGES OF AMERICA, INC. ------------------------------- (Registrant) By: /s/ David E. Krischer --------------------------- David E. Krischer President and Chief Executive Officer