1
As filed with the Securities and Exchange Commission on November 22, 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 office, including zip code)
STUDIO PLUS HOTELS, INC.
------------------------
RETIREMENTPLUS SAVINGS 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 FEES
================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value 150,000 shares $15.375(*) $2,306,250 $699
================================================================================================================
(*) 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 $15.375 per share, which was the average of the high and low prices of
the Common Stock on The Nasdaq Stock Market on November 20, 1996, as reported
in The Wall Street Journal. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an
indeterminate number of interests to be offered or sold pursuant to the
employee benefit plan described below.
================================================================================
2
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.
I-1
3
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
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996; (iv) the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1996; (v) 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;
(vii) the Company's Current Report on Form 8-K dated June 13, 1996; (viii) the
Company's Current Report on Form 8-K dated August 13, 1996; and (ix) the
Company's Form 8-A-A, dated June 6, 1995, containing a description of the
Common Stock.
All annual reports of the Plan filed by the Plan pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and all documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the Prospectus
and 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 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
II-1
4
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.
4.1 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 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. RetirementPLUS Savings Plan.
4.4 The Fifth Third Bank Prototype Trust Agreement between the Company and
Fifth Third Bank of Kentucky.
4.5 The Fifth Third Bank Prototype Profit Sharing Plan #001 Adoption
Agreement (Non-Standardized).
5.1 Opinion of Hunton & Williams as to the legality of the securities
being registered.
15.1 Letter from Coopers & Lybrand L.L.P. regarding its review of financial
information for the periods ended March 31, 1996 and June 30, 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.
The Company undertakes that it will submit the Plan and any amendments
thereto to the Internal Revenue Service (the "IRS") in a timely manner and
will, to the extent the Company believes it necessary or
II-2
5
appropriate, make all changes required by the IRS in order to qualify the Plan
under Section 401(a) of the Internal Revenue Code.
ITEM 9. UNDERTAKINGS
(a) The Company 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
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section 13(a) 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company'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 Company pursuant to the provisions described under Item 6 above, or
otherwise, the Company 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 Company
of expenses incurred or paid by a director, officer or controlling person of
the Company 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 Company 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.
II-3
6
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 22nd
day of November, 1996.
STUDIO PLUS HOTELS, INC.,
a Virginia corporation
(Registrant)
By: /s/ Norwood Cowgill, Jr.
--------------------------------
Norwood Cowgill, Jr.,
Chairman of the Board 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 22nd day of November, 1996.
Signature Title
/s/ Norwood Cowgill, Jr. Chairman of the Board and a Director
- ------------------------------- (Principal Executive Officer)
Norwood Cowgill, Jr.
/s/ Richard W. Furst Director
- -------------------------------
Richard W. Furst
/s/ Thomas P. Dupree Director
- -------------------------------
Thomas P. Dupree
II-4
7
/s/ Warren W. Rosenthal Director
- -------------------------------
Warren W. Rosenthal
/s/ Daniel W. Daniele Director
- -------------------------------
Daniel W. Daniele
/s/ Michael J. Moriarty Director, President and Chief Operating Officer
- ------------------------------- (Principal Operating Officer)
Michael J. Moriarty
/s/ William E. Anderson, II Director, Executive Vice President, Secretary and
- ------------------------------- General Counsel
William E. Anderson, II
/s/ James C. Baughman, Jr. Chief Financial Officer and Treasurer
- ------------------------------- (Principal Financial Officer)
James C. Baughman, Jr.
/s/ Donald F. Vittitow Director of Corporate Reporting
- ------------------------------- (Principal Accounting Officer)
Donald F. Vittitow
II-5
8
EXHIBIT INDEX
Exhibit
- -------
No. Description
- --- -----------
4.1 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 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. RetirementPLUS Savings Plan.
4.4 The Fifth Third Bank Prototype Trust Agreement between the Company and Fifth Third Bank of
Kentucky.
4.5 The Fifth Third Bank Prototype Profit Sharing Plan #001 Adoption Agreement (Non-Standardized).
5.1 Opinion of Hunton & Williams as to the legality of the securities being registered.
15.1 Letter from Coopers & Lybrand L.L.P. regarding its review of financial information for the periods
ended March 31, 1996 and June 30, 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.
II-6