As filed with the Securities and Exchange Commission on September 9, 1996.
File No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUBURBAN LODGES OF AMERICA, INC.
--------------------------------------------------
(Exact Name of Issuer as Specified in its Charter)
Georgia 58-1781184
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
120 Interstate North Parkway East
Suite 120
Atlanta, Georgia 30339
-----------------------------------------------------
(Address and Zip Code of Principal Executive Offices)
SUBURBAN LODGES OF AMERICA, INC. NON-EMPLOYEE DIRECTORS' STOCK
OPTION AND FEE PLAN
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(Full Title of the Plan)
Mr. David E. Krischer
President and Chief Executive Officer
120 Interstate North Parkway East
Suite 120
Atlanta, Georgia 30339
(770) 951-9511
(Name, Address and Telephone Number, Including Area Code, of
Agent for Service)
Copies to:
Michael H. Trotter, Esq.
KILPATRICK & CODY
1100 Peachtree Street, Atlanta, Georgia 30309-4530
Telephone: (404) 815-6500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount to offering price aggregate Amount of
Title of securities be registered per unit offering price registration fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 100,000 shares $21.88<F1> $2,188,000<F1> $754.42
- ------------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Determined in accordance with Rule 457(h) under the Securities
Act of 1933, based on $21.88, the average of the high and low sale
prices quoted on the NASDAQ National Market System on September 6,
1996.
/FN
<PAGE>
</TABLE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date
of the filing of such documents:
(1) The Registrant's Prospectus dated May 23, 1996, filed
pursuant to Rule 424(b) under the Securities Act of 1933.
(2) All other reports of the Registrant filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31,
1995.
(3) The description of Common Stock contained in the
Registration Statement on Form S-1, filed pursuant to the
Exchange Act, Commission file number 333-2876, including all
amendments or reports filed for the purpose of updating such
description.
(4) All other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities that remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Attorneys of Kilpatrick & Cody who worked on this matter
beneficially own 2,567 shares of Registrant Common Stock as of
September 9, 1996.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As provided under Georgia law, the Registrant's Amended and
Restated Articles of Incorporation provide that a director shall
not be personally liable to the Registrant or its shareholders
for monetary damages for breach of duty of care or any other duty
owed to the Registrant as a director, except that such provision
shall not eliminate or limit the liability of a director (a) for
any appropriation, in violation of his duties, of any business
opportunity of the Registrant, (b) for acts or omissions which
involve intentional misconduct or a knowing violation of law, (c)
for unlawful corporate distributions or (d) for any transaction
from which the director received an improper benefit.
Under Article V of the Registrant's Amended and Restated
Bylaws, the Registrant is required to indemnify its directors and
officers to the fullest extent permitted by Georgia law. The
Georgia Business Corporation Code provides that a corporation may
indemnify its directors, officers and agents against judgments,
fines, penalties, amounts paid in settlement, and expenses,
including attorney's fees, resulting from various types of legal
actions or proceedings if the actions of the party being
indemnified meet the standards of conduct specified therein. The
determination concerning whether or not the applicable standard
of conduct has been met can be made by (a) a disinterested<PAGE>
majority of the Board of Directors, (b) a majority of a committee
of disinterested directors or (c) independent legal counsel. No
indemnification may be made to or on behalf of a corporate
director, officer, employee or agent (i) in connection with a
proceeding by or in the right of the corporation in which such
person was adjudged liable to the corporation or (ii) in
connection with any other proceeding in which such person was
adjudged liable on the basis that personal benefit was improperly
received by him.
The Registrant has entered into indemnity agreements with
certain of its directors and officers (the "Indemnified
Parties"). Under the terms of the indemnity agreements, the
Registrant is required to indemnify the Indemnified Parties
against certain liabilities arising out of their service for the
Registrant. The indemnity agreements require the Registrant (i)
to indemnify each Indemnified Party to the fullest extent
permitted by law; (ii) to provide coverage for each Indemnified
Party under the Registrant's directors and officers liability
insurance policy; and (iii) to advance certain expenses incurred
by an Indemnified Party. The indemnity agreements provide
limitations on the Indemnified Party's rights to indemnification
in certain circumstances.
In the event any payments are made to an officer or director
by way of indemnity, other than by court order, action of the
shareholders or by an insurance carrier, the Registrant must
notify its shareholders of such payment and all relevant details
in a timely manner and in no event later than 15 months after the
date of such payment.
The Registrant's directors and officers are insured against
losses arising from any claim against them as such for wrongful
acts or omissions, subject to certain limitations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement
are as follows:
Exhibit Number Description
- -------------- -----------
4(a) Amended and Restated Articles of
Incorporation *
4(b) Amended and Restated Bylaws of the
Registrant *
5(a) & 23(a) Opinion and Consent of Counsel to
Registrant
23(b) Consent of Deloitte & Touche LLP
99(a) Suburban Lodges of America, Inc. Non-
Employee Directors' Stock Option and Fee
Plan *
- 6 -<PAGE>
* Incorporated by reference to the Registrant's Registration Statement on
Form S-1, registration number 333-2876, filed with the Commission on
March 28, 1996, and amendments thereto.
- 7 -
<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes: (1) to
file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement, 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; (2) that, for the purpose of determining
any liability under the Securities Act of 1933, 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 undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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) The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant 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
registrant 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 Act and will be governed by the final adjudication of such
issue.
- 8 -<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 30, 1996.
SUBURBAN LODGES OF AMERICA, INC.
By:/s/ David E. Krischer
David E. Krischer
President and Chief Executive Officer
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 agents, full power and authority to do
and perform each and every act and thing whatsoever requisite and
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 30th day of August, 1996, in the capacities and on
the dates indicated.
Signature Title
/s/ David E. Krischer Chairman of the Board, Chief
- --------------------------- Executive Officer and President
David E. Krischer (PRINCIPAL EXECUTIVE OFFICER)
/s/ Dan J. Berman Vice President - Franchising and
- ---------------------------- Director
Dan J. Berman
/s/ Terry J. Feldman Vice President, Chief Financial
- ---------------------------- Officer and Treasurer (Principal
Terry J. Feldman Financial and Accounting Officer)
- 10 -<PAGE>
/s/ James R. Kuse Director
- -----------------------------
James R. Kuse
/s/ Michael McGovern Director
- ------------------------------
Michael McGovern
/s/ John W. Spiegel Director
- ------------------------------
John W. Spiegel
- 11 -<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
5(a) & 23(a) Opinion and Consent of Counsel to
Registrant
23(b) Consent of Deloitte & Touche LLP
- 12 -
EXHIBIT 5 AND 23(A)
KILPATRICK & CODY
1100 PEACHTREE STREET
SUITE 2800
ATLANTA, GEORGIA 30309
(404) 815-6500
September 9, 1996
Suburban Lodges of America, Inc.
120 Interstate North Parkway East
Suite 120
Atlanta, Georgia 30339
Re: Form S-8 Registration Statement - -Suburban
Lodges of America, Inc. Non-Employee Directors'
Stock Option and Fee Plan
Gentlemen:
We have acted as counsel for Suburban Lodges of America, Inc., a
Georgia corporation (the "Company"), in the preparation of the Form S-8
Registration Statement relating to the Non-Employee Directors' Stock
Option and Fee Plan (the "Plan") and the proposed offer and sale of up to
100,000 shares of the Company's common stock, $.01 par value (the "Common
Stock"), pursuant thereto. In connection with the preparation of said
Registration Statement, we have examined certificates of public officials
and originals or copies of such corporate records, documents and other
instruments relating to the authorization of the Plan and the
authorization and issuance of the shares of Common Stock as we have
deemed relevant under the circumstances.
On the basis of the foregoing, it is our opinion that:
The Company was duly organized and incorporated and is validly
existing under the laws of the State of Georgia, with an authorized
capitalization consisting of 100,000,000 shares of Common Stock, par
value $.01 per share, and 5,000,000 shares of Preferred Stock, par value
$1.00 per share.
The Plan and the proposed offer and sale thereunder of up to
100,000 shares of Common Stock have been duly authorized by the Board of
Directors of the Company, and the shares, when issued in accordance with
the terms and conditions of the Plan, will be validly issued, fully-paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
said Registration Statement.
Sincerely,
KILPATRICK & CODY
By: /s/ Michael H. Trotter
Michael H. Trotter, a partner
EXHIBIT 23(B)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Suburban Lodges of America, Inc. on Form S-8 of our report
on the financial statements of Gulf Coast Associates, Ltd. d/b/a Suburban
Lodge of Forest Park dated March 26, 1996, appearing in Registration
Statement No. 333-04347 dated May 23, 1996 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
September 9, 1996
<PAGE>
EXHIBIT 23(B)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Suburban Lodges of America, Inc. on Form S-8 of our report
on the financial statements of Suburban Lodges of America, Inc. and
Affiliated Entities dated March 17, 1996 (May 22, 1996 as to Note 11)
appearing in Registration Statement No. 333- 04347 dated May 23, 1996 and
to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
September 9, 1996
