<PAGE> 1
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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<TABLE>
<S> <C> <C>
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)
</TABLE>
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COPIES TO:
<TABLE>
<S> <C>
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
</TABLE>
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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
<TABLE>
<CAPTION>
=====================================================================================================================
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
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value....... 345,000 $25.50 $8,797,500 $2,665.91
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</TABLE>
(1) Includes 45,000 shares that may be purchased pursuant to the over-allotment
option granted to the Underwriters.
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<PAGE> 2
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.
<PAGE> 3
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
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <S>
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)
</TABLE>
<PAGE> 4
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
------------------------------------
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.
<TABLE>
<CAPTION>
SIGNATURE POSITION
--------- --------
<C> <S> <C>
/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
- -----------------------------------------------------
James R. Kuse
* Director
- -----------------------------------------------------
Michael McGovern
* Director
- -----------------------------------------------------
John W. Spiegel
*By: /s/ DAVID E. KRISCHER
--------------------------------------------------
as attorney-in-fact
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[KILPATRICK STOCKTON LLP LETTERHEAD]
Suite 2800
Peachtree Street
Atlanta, Georgia 30309-4530
October 14, 1997
Suburban Lodges of America, Inc.
1000 Parkwood Circle, Suite 850
Atlanta, Georgia 30339
Re: Suburban Lodges of America, Inc.
Registration Statement on Form S-3 (File No. 333- )
Gentlemen:
At your request, we have examined the Registration Statement on
Form S-3 (the "Registration Statement") 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, par value $0.01 per share, of
the Company (the "Common Stock"), to be sold by the Company to the underwriters
as contemplated to be named in the Registration Statement (the "Underwriters")
for resale by them to the public, together with an additional 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 and 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 opinion 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.
<PAGE> 2
Suburban Lodges of America, Inc.
October 14, 1997
Page 2
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 STOCKTON LLP
/s/ Michael H. Trotter
----------------------------
Michael H. Trotter,
a Partner
<PAGE> 1
EXHIBIT-23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Rule 462 Prospectus of
Suburban Lodges of America, Inc. of our report dated February 21, 1997
(February 28, 1997 as to Note 13), appearing in the Annual Report on Form 10-K
of Suburban Lodges of America, Inc. for the year ended December 31, 1996 and
our report on the combined financial statement schedule of real estate owned
and accumulated depreciation of Suburban Lodges of America, Inc. dated March
17, 1996 (May 29, 1996 as to Notes 1 and 11) appearing in the Suburban Lodges
of America, Inc. Rule 424(b) Prospectus dated November 20, 1996, and to the
reference to us under the headings "Selected Financial Data" and "Experts" in
the Prospectus.
/s/ Deloitte & Touche LLP
- -------------------------------
DELOITTE & TOUCHE LLP
Atlanta, Georgia
October 14, 1997
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Rule 462 Prospectus to
this Registration Statement of Suburban Lodges of America, Inc. on of our
report on the financial statements of Gulf Coast Associates Ltd. d/b/a Suburban
Lodge of Forest Park dated March 26, 1996 (May 29, 1996 as to Note 8) appearing
in the Suburban Lodges of America, Inc. Rule 424(b) Prospectus dated November
20, 1996, and to the reference to us under the heading "Experts" in the
Prospectus.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Atlanta, Georgia
October 14, 1997
