<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
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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<S> <C> <C>
GEORGIA 7011 58-1781184
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
120 INTERSTATE NORTH PARKWAY EAST MR. DAVID E. KRISCHER
SUITE 120 PRESIDENT AND CHIEF EXECUTIVE OFFICER
ATLANTA, GEORGIA 30339 120 INTERSTATE NORTH PARKWAY EAST
(770) 951-9511 SUITE 120
(Address, including zip code, and telephone ATLANTA, GEORGIA 30339
number, including area code, of registrant's (770) 951-9511
principal executive offices) (Name, address, including zip code, and
telephone number, including area code, of
agent for service)
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COPIES TO:
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<S> <C>
MICHAEL H. TROTTER, ESQ. RANDOLPH C. COLEY, ESQ.
KILPATRICK & CODY 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/ 333-2876
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. / /
CALCULATION OF REGISTRATION FEE
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MAXIMUM
AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock $0.01 par
value...................... 345,000 $17.00 $5,865,000 $2,022.41
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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-1 in its entirety the
Registration Statement on Form S-1 (File No. 333-2876) declared effective on May
22, 1996, 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.
II-1
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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. 333-2876 are
incorporated by reference into and shall be deemed a part of this Registration
Statement, except the following which are filed herewith:
(a) Exhibits
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<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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<C> <S>
*5.1 -- Opinion of Kilpatrick & Cody
*23.1 -- Consent of Kilpatrick & Cody (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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* Filed herewith
II-2
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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 22nd day of May, 1996.
SUBURBAN LODGES OF AMERICA, INC.
By: /s/ DAVID E. KRISCHER
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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 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 22nd day
of May, 1996, in the capacities and on the dates indicated.
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SIGNATURE POSITION
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<C> <S>
/s/ DAVID E. KRISCHER Chairman of the Board, Chief Executive
- --------------------------------------------- Officer, President and Director (Principal
David E. Krischer Executive Officer)
/s/ DAN J. BERMAN Vice President -- Franchising and Director
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Dan J. Berman
/s/ TERRY J. FELDMAN Vice President and Chief Financial Officer
- --------------------------------------------- (Principal Financial and Accounting Officer)
Terry J. Feldman
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II-3
<PAGE> 5
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS TO
REGISTRATION STATEMENT
ON
FORM S-1
VOLUME I
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SUBURBAN LODGES OF AMERICA, INC.
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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<C> <S>
*5.1 --Opinion of Kilpatrick & Cody
*23.1 --Consent of Kilpatrick & Cody (included as part of Exhibit 5)
*23.2 --Consent of Deloitte & Touche, LLP
*24.1 --Powers of Attorney (see Signature Page)
</TABLE>
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* Filed herewith
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EXHIBIT 5.1
May 22, 1996
Suburban Lodges of America, Inc.
120 Interstate North Parkway East
Suite 120
Atlanta, GA 30339
Re: Suburban Lodges of America, Inc.
Registration Statement on Form S-1 (File No. 333-2876)
Gentlemen:
At your request, we have examined the Registration Statement on Form S-1
filed by Suburban Lodges of America, Inc. (the "Company"), a Georgia
corporation, with the Securities and Exchange Commission with respect to the
registration under the Securities Act of 1933, as amended, of 300,000 shares of
common stock, $0.01 par value per share, of the Company (the "Common Stock"), to
be sold to the underwriters as contemplated to be named in the Registration
Statement (the "Underwriters") for resale by them to the public, and 45,000
shares of Common Stock subject to an over-allotment option granted to the
Underwriters by the Company.
As your counsel, and in connection with the preparation of the Registration
Statement, we have examined the originals or copies of such documents, corporate
records, certificates of public officials, officers of the Company and other
instruments related to the authorization and issuance of the Common Stock as we
deemed relevant or necessary for the opinions expressed herein. Based upon the
foregoing, it is our opinion that the shares of Common Stock to be issued and
sold by the Company to the Underwriters will be, upon issuance, sale and
delivery in the manner and under the terms and conditions described in the
Registration Statement, validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name in the "Legal
Matters" section of the Registration Statement, including the Prospectus
constituting a part thereof, and any amendments thereto.
Yours truly,
KILPATRICK & CODY
By: /s/ MICHAEL H. TROTTER
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Michael H. Trotter,
a Partner
MHT/lr
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in Registration Statement No. 333- of Suburban
Lodges of America, Inc. on Form S-1 of our report on the combined financial
statements and the combined financial statement schedule of Suburban Lodges of
America, Inc. and Affiliated Entities dated March 17, 1996 (May 22, 1996 as to
Note 11), appearing in the Prospectus, which is part of this Registration
Statement and to the reference to us under the headings "Selected Financial
Information" and "Experts" in such Prospectus.
Deloitte & Touche LLP
Atlanta, Georgia
May 23, 1996
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in Registration Statement No. 333- of Suburban
Lodges of America, Inc. on Form S-1 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 the Prospectus, which is part of this Registration Statement
and to the reference to us under the headings "Selected Financial Information"
and "Experts" in such Prospectus.
Deloitte & Touche LLP
Atlanta, Georgia
May 23, 1996
