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As filed with the Securities and Exchange Commission on December 30, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
EXTENDED STAY AMERICA, INC.
and
STUDIO PLUS HOTELS, INC. RETIREMENTPLUS SAVINGS PLAN
(as Co-Registrants)
(Exact name of Registrant as specified in its charter)
Delaware 36-3996573
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
450 East Las Olas Boulevard
Ft. Lauderdale, Florida 33301
Address of Registrant's Principal Executive Offices)
__________________
STUDIO PLUS HOTELS, INC. RETIREMENTPLUS SAVINGS PLAN
(Full Title of the Plan)
__________________
Robert A. Brannon Copies to:
Senior Vice President, Chief Financial D. Mark McMillan, Esq.
Officer, Secretary and Treasurer Bell, Boyd & Lloyd
Extended Stay America, Inc. 70 West Madison Street
450 East Las Olas Boulevard Chicago, Illinois 60602
Ft. Lauderdale, Florida 33301 (312) 372-1121
(954) 713-1600
(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
__________________
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered Per Unit (1) Offering Price (1) Fee (1)
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 11,000 Shares $11.75 $129,250 $38.13
- ------------------------------------------------------------------------------------------------------------------
Interests in the Plan (2)
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(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for purposes of calculating the
registration fee and based upon the average of the high and low sale
prices of the registrant's common stock on The New York Stock Exchange on
December 26, 1997, as reported in The Wall Street Journal.
(2) This registration statement covers an indeterminate amount of interests to
be offered or sold pursuant to the Studio Plus Hotels, Inc. RetirementPLUS
Savings Plan (the "Plan") in accordance with Rule 416(c) of the Securities
Act.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Not required to be included herewith.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Documents Incorporated By Reference.
This registration statement on Form S-8 relates to the registration of
shares of common stock of Extended Stay America, Inc. (the "Company"), par value
$.01 per share (the "Common Stock").
The Company incorporates herein by reference the following documents
heretofore filed by the Company with the Securities and Exchange Commission:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(2) The Company's Current Reports on Form 8-K dated January 16, 1997
(as amended on Form 8-K/A dated January 16, 1997), February 5, 1997, and
April 11, 1997; and
(3) The description of the Company's Common Stock set forth under the
caption "Description of Capital Stock" in the Company's registration
statement on Form S-1 (Reg. No. 33-98452), which description is
incorporated by reference in the Company's registration statement on Form
8-A filed on December 8, 1995 for the registration of the Common Stock
under Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including all amendments thereto.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all of
the securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement, including financial statements,
contained in a document incorporated or deemed to be incorporated by reference
herein 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 document which also is or is deemed to be incorporated
by reference herein 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.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware authorizes the
Company to indemnify its directors and officers under specified circumstances.
The Restated Certificate of Incorporation and Bylaws of
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the Company provide that the Company shall indemnify, to the extent permitted by
Delaware law, its directors and officers (and may indemnify its employees and
agents) against liabilities (including expenses, judgments, and settlements)
incurred by them in connection with any actual or threatened action, suit, or
proceeding to which they are or may become parties and which arises out of their
status as directors, officers, or employees.
The Company's Restated Certificate of Incorporation and Bylaws eliminate,
to the fullest extent permitted by Delaware law, liability of a director to the
Company or its stockholders for monetary damages for a breach of such director's
fiduciary duty of care except for liability where a director (a) breaches his or
her duty of loyalty to the Company or its stockholders, (b) fails to act in good
faith or engages in intentional misconduct or knowing violation of law, (c)
authorizes payment of an illegal dividend or stock repurchase, or (d) obtains an
improper personal benefit. While liability for monetary damages has been
eliminated, equitable remedies such as injunctive relief or rescission remain
available. In addition, a director is not relieved of his or her
responsibilities under any other law, including the federal securities laws.
The directors and officers of the Company are insured within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits, or proceedings and certain
liabilities which might be imposed as a result of such actions, suits, or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
Insofar as indemnification by the Company for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act") may be permitted to
directors, officers, and controlling persons of the Company pursuant to the
foregoing provisions, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Inapplicable.
Item 8. Exhibits
The exhibits to this registration statement are listed in the Exhibit
Index, which appears elsewhere herein and is hereby incorporated herein by
reference. The registrant has submitted the Plan to the Internal Revenue Service
(the "IRS") and will make all changes to the Plan that are required by the IRS
to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
Item 9. Undertakings
(a) The registrants hereby undertake:
(1) To file, during any period in which offers or sales are being 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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 to such information in the registration statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrants pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this 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 registrants hereby undertake 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 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)-(g) Inapplicable.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
registrants pursuant to the provisions described under Item 6 above or
otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange 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 registrants of expenses incurred or paid by a director, officer,
or controlling person of the registrants 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
registrants will, unless in the opinion of their 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.
(i)-(j) Inapplicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Ft. Lauderdale, State of Florida, on December 29,
1997.
EXTENDED STAY AMERICA, INC.
By: /s/ George D. Johnson, Jr.
______________________________________
George D. Johnson, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints George D.
Johnson, Jr. and Robert A. Brannon, and each of them severally, acting alone and
without the other, his true and lawful attorney-in-fact with authority to
execute in the name of each such person and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents
therewith, any and all amendments (including post-effective amendments) to this
registration statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission in respect thereof, which
amendments may make such other changes in the registration statement as the
aforesaid attorney-in-fact executing the same deems appropriate.
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 indicated on December 29, 1997.
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Signature Title
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<S> <C>
Principal Executive Officer:
/s/ George D. Johnson, Jr. President and Chief Executive Officer
------------------------------
George D. Johnson, Jr.
Principal Financial Officer:
/s/ Robert A. Brannon Senior Vice President, Chief Financial Officer,
------------------------------ Secretary, and Treasurer
Robert A. Brannon
Principal Accounting Officer:
/s/ Gregory R. Moxley Vice President--Finance
------------------------------
Gregory R. Moxley
</TABLE>
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<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
A Majority of the Directors:
/s/ H. Wayne Huizenga Director
------------------------------
H. Wayne Huizenga
/s/ Norwood Cowgill, Jr. Director
------------------------------
Norwood Cowgill, Jr.
/s/ Donald F. Flynn Director
------------------------------
Donald F. Flynn
/s/ George D. Johnson, Jr. Director
------------------------------
George D. Johnson, Jr.
/s/ Stewart H. Johnson Director
------------------------------
Stewart H. Johnson
/s/ John J. Melk Director
------------------------------
John J. Melk
/s/ Peer Pedersen Director
------------------------------
Peer Pedersen
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Pursuant to the requirements of the Securities Act of 1933, as amended,
Studio Plus Hotels, Inc., which administers the Plan, has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Ft. Lauderdale, State of Florida, on December
29, 1997.
STUDIO PLUS HOTELS, INC.
RETIREMENTPLUS SAVINGS PLAN
By: STUDIO PLUS HOTELS, INC.
Plan Administrator
By: /s/ Robert A. Brannon
-------------------------------------
Robert A. Brannon
Vice President
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EXTENDED STAY AMERICA, INC.
Exhibit Index
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<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's registration statement on
Form S-1, Registration No. 33-98452)
4.2 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's registration statement on Form S-1,
Registration No. 33-98452)
4.3 Specimen certificate representing shares of Common Stock (incorporated
by reference to Exhibit 4.1 to the Company's registration statement
on Form S-1, Registration No. 33-98452)
4.4 Studio Plus Hotels, Inc. RetirementPLUS Savings Plan (incorporated by
reference to Exhibit 4.3 to Studio Plus Hotels, Inc.'s ("Studio
Plus") registration statement on Form S-8, Registration No. 333-
16623)
4.5 The Fifth Third Bank Prototype Trust Agreement (incorporated by
reference to Exhibit 4.4 to Studio Plus' Registration Statement on
Form S-8, Registration No. 333-16623)
4.6 The Fifth Third Bank Prototype Profit Sharing Plan #001 Adoption
Agreement (incorporated by reference to Exhibit 4.5 to Studio Plus'
Registration Statement on Form S-8, Registration No. 333-16623)
23.1 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included on the signature page of this registration
statement)
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of Extended Stay America, Inc. on Form S-8 of our report dated February 6, 1997,
on our audits of the consolidated financial statements of Extended Stay America,
Inc. as of December 31, 1996 and 1995, and for the year ended December 31, 1996
and for the period from January 9, 1995 (inception) through December 31, 1995,
which report and financial statements are incorporated by reference to the
Company's 1996 Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Spartanburg, South Carolina
December 29, 1997
