SUBURBAN LODGES OF AMERICA INC
8-A12G/A, 1996-05-07
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                FORM 8-A 12B/A

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


                       SUBURBAN LODGES OF AMERICA, INC.
              --------------------------------------------------
            (Exact name of registrant as specified in its charter)

           Georgia                                    58-1781184
- ------------------------------------------------------------------------------
(STATE OF INCORPORATION OR ORGANIZATION)  (I.R.S. EMPLOYER IDENTIFICATION NO.)

120 Interstate North Parkway East, Suite 120, Atlanta, Georgia       30339
- ------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                           (ZIP CODE)

Securities to be registered pursuant to Section 12(b) of the Act:


      Title of each class                  Name of each exchange on which
      to be so registered                  each class is to be registered

              N/A                                       N/A
- --------------------------------      ---------------------------------------

- --------------------------------      ---------------------------------------


If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. / /
                   
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
                                                      
Securities to be registered pursuant to Section 12(g) of the Act:

                   COMMON STOCK, PAR VALUE $0.01 PER SHARE
                   ---------------------------------------
                               (Title of Class)


                                  Total of 2 sequentially numbered pages.
                                           Exhibit Index appears on page 2.

                                      
                                      1
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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

             Incorporated herein by reference is the description of common
             stock set forth under the heading "Description of Capital
             Stock" contained in the Registrant's Registration Statement on
             Form S-1 (Registration No. 333-2876) under the Securities Act of
             1933, as amended, filed on March 28, 1996, and amended on May 7,
             1996.

ITEM 2.  EXHIBITS.

   II.3.1    Amended and Restated Articles of Incorporation of Registrant       
             (incorporated herein by reference to Exhibit 3.1 to the
             Registrant's Registration Statement on Form S-1 (Registration No.
             333-2876) under the Securities Act of 1933, as amended, filed on
             March 28, 1996, and amended on May 7, 1996).

  (*)II.3.2  Amended and Restated Bylaws of Registrant (incorporated herein by
             reference to Exhibit 3.2 to the Registrant's Registration 
             Statement on Form S-1 (Registration No. 333-2876) under the 
             Securities Act of 1933, as amended, filed on March 28, 1996, and 
             amended on May 7, 1996).

   II.4.1    Specimen of form of certificate representing shares of Common
             Stock of Registrant, par value $0.01 per share (incorporated by
             reference to Exhibit 4.1 to the Registrant's Registration
             Statement on Form S-1 (Registration No. 333-2876) under the
             Securities Act of 1933, as amended, filed on March 28, 1996, and
             amended on May 7, 1996).

   II.10.7   Registration Rights Agreement among Suburban Lodges of America,
             Inc. and Certain Shareholders (incorporated herein by reference
             to Exhibit 10.7 to the Registrant's Registration Statement on Form
             S-1 (Registration No. 333-2876) under the Securities Act of 1933,
             as amended, filed on March 28, 1996, and amended on May 7, 1996).

   II.10.16  Rights Agreement between Registrant and American Stock Transfer &
             Trust Company (incorporated herein by reference to Exhibit
             10.16 to the Registrant's Registration Statement on Form S-1
             (Registration Statement No. 333-2876) under the Securities Act of
             1933, as amended, filed on March 28, 1996, and amended on May 7,
             1996).

- ---------------------
(*)Previously filed

        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.


May 7, 1996                            SUBURBAN LODGES OF AMERICA, INC.
                                       --------------------------------
                                                (Registrant)



                                       By: /s/ David E. Krischer
                                          -------------------------------------
                                          David E. Krischer
                                          President and Chief Executive Officer




                                      
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