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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUBURBAN LODGES OF AMERICA, INC.
(Exact name of Registrant as specified in its charter)
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GEORGIA 7011 58-1781184
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
1000 PARKWOOD CIRCLE MR. DAVID E. KRISCHER
SUITE 850 PRESIDENT AND CHIEF EXECUTIVE OFFICER
ATLANTA, GEORGIA 30339 1000 PARKWOOD CIRCLE
(770) 951-9511 SUITE 850
(Address, including zip code, and telephone ATLANTA, GEORGIA 30339
number, (770) 951-9511
including area code, of registrant's principal (Name, address, including zip code, and
executive offices) telephone number,
including area code, of agent for service)
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COPIES TO:
MICHAEL H. TROTTER, ESQ. ALAN J. PRINCE, ESQ.
KILPATRICK STOCKTON LLP KING & SPALDING
1100 PEACHTREE STREET 191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309 ATLANTA, GEORGIA 30303
(404) 815-6500 (404) 572-4600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities on this Form are being offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration No. of the earlier effective
Registration Statement for the same offering. [X] 333-35871
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement No. of the earlier effective Registration Statement for
the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE
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Common Stock, $.01 par value....... 345,000 $25.50 $8,797,500 $2,665.91
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(1) Includes 45,000 shares that may be purchased pursuant to the over-allotment
option granted to the Underwriters.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
Suburban Lodges of America, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-3 in its entirety the
Registration Statement on Form S-3 (File No. 333-35871) declared effective on
October 14, 1997, by the Commission, including each of the documents filed by
the Company with the Commission and included therein or deemed to be a part
thereof.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
All Exhibits filed with Registration Statement No. 333-35871 are
incorporated by reference into and shall be deemed a part of this Registration
Statement, except the following which are filed herewith:
(a) Exhibits
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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5.1 Opinion of Kilpatrick Stockton LLP
23.1 Consent of Kilpatrick Stockton LLP (included as part of
Exhibit 5)
23.2 Consent of Deloitte & Touche, LLP
24.1 Powers of Attorney (see Signature Page)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 the 14th day of October, 1997.
SUBURBAN LODGES OF AMERICA, INC.
By: /s/ DAVID E. KRISCHER
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David E. Krischer
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
David E. Krischer and Dan J. Berman and either of them, his true and lawful
attorneys-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
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 of 1933, this
Registration Statement has been signed by the following persons on the 14th day
of October, 1997, in the capacities and on the dates indicated.
SIGNATURE POSITION
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/s/ DAVID E. KRISCHER Chairman of the Board, Chief
- ----------------------------------------------------- Executive Officer, President
David E. Krischer and Director
(Principal Executive Officer)
/s/ DAN J. BERMAN Vice President -- Franchising and
- ----------------------------------------------------- Director
Dan J. Berman
/s/ TERRY J. FELDMAN Vice President and Chief
- ----------------------------------------------------- Financial Officer (Principal
Terry J. Feldman Financial and Accounting
Officer)
* Director
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James R. Kuse
* Director
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Michael McGovern
* Director
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John W. Spiegel
*By: /s/ DAVID E. KRISCHER
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as attorney-in-fact