As filed with the Securities and Exchange Commission on June 4, 1999.
File No. 333-________
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
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
300 Galleria Parkway
Suite 1200
Atlanta, Georgia 30339
-----------------------------------------------------
(Address and Zip Code of Principal Executive Offices)
SUBURBAN LODGES OF AMERICA, INC. STOCK OPTION AND INCENTIVE AWARD PLAN
----------------------------------------------------------------------
(Full Title of the Plan)
Mr. David E. Krischer
President and Chief Executive Officer
300 Galleria Parkway
Suite 1200
Atlanta, Georgia 30339
(770) 799-5000
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
James Steinberg
KILPATRICK STOCKTON LLP
1100 Peachtree Street, Atlanta, Georgia 30309-4530
Telephone: (404) 815-6500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of securities Amount to offering price aggregate Amount of
to be registered be registered per unit offering price registration fee
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 250,000 shares $6.8125 <F1> $1,703,125 <F1> $502.42
<FN>
<F1> Determined in accordance with Rule 457(h) under the
Securities Act of 1933, based on $6.8125, the average of the high
and low prices quoted on the NASDAQ National Market System on
June 2, 1999.
</FN>
</TABLE>
INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement is being filed to register an
additional 250,000 shares of common stock, par value $0.01 per share,
of Suburban Lodges of America, Inc., authorized under the Registrant's
Stock Option and Incentive Award Plan. The contents of the
Registrant's Registration Statement on Form S-8, registration number
333-11671, filed with the Securities and Exchange Commission on
September 9, 1996, and any amendments thereto, are hereby incorporated
by reference.
EXHIBITS
The exhibits included as part of this Registration Statement are
as follows:
Exhibit Number Description
- -------------- ------------
5(a) & 23(a) Opinion and Consent of Counsel to the Registrant
23(b) Consent of Deloitte & Touche LLP
24(a) Power of Attorney (See Signature Page)
-2-
<PAGE>
<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 June 3, 1999.
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
3rd day of June, 1999, in the capacities indicated.
Signature Title
Chairman of the Board, Chief
/s/ David E. Krischer Executive Officer and President
- ------------------------ (PRINCIPAL EXECUTIVE OFFICER)
David E. Krischer
/s/ Dan J. Berman Vice President - Franchising and
- ------------------------ Director
Dan J. Berman
/s/ Paul A. Criscillis Vice President and Chief Financial
- ---------------------- Officer (PRINCIPAL FINANCIAL OFFICER)
Paul A. Criscillis
-3-
/s/ Robert E. Schnelle Vice President and Treasurer
- ------------------------ (PRINCIPAL ACCOUNTING OFFICER)
Robert E. Schnelle
/s/ James R. Kuse Director
- -----------------------
James R. Kuse
/s/ Michael McGovern Director
- -----------------------
Michael McGovern
/s/ John W. Speigel Director
- ------------------------
John W. Spiegel
-4-
<PAGE>
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
- -------------- -----------
5(a) & 23(a) Opinion and Consent of Counsel to the
Registrant
23(b) Consent of Deloitte & Touche LLP
24(a) Power of Attorney (See Signature Page)
-5-
EXHIBIT 5 AND 23(A)
Attorneys at Law
Suite 2800
1100 Peachtree Street
KILPATRICK STOCKTON LLP Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555
E-mail: [email protected]
Direct Dial: 404.815.6283
June 3, 1999
Suburban Lodges of America, Inc.
300 Galleria Parkway
Suite 1200
Atlanta, Georgia 30339
Re: Form S-8 Registration Statement - - Suburban
Lodges of America, Inc. Stock Option and
Incentive Award 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 Company's Stock Option and
Incentive Award Plan (the "Plan") and the proposed offer and sale of
up to 250,000 additional shares of the Company's common stock, par
value $.01 per share (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
250,000 additional shares of Common Stock have been duly authorized by
the Board of Directors and the shareholders 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.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to
said Registration Statement.
Sincerely,
KILPATRICK STOCKTON LLP
By: /s/ James Steinberg
James Steinberg, 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 dated February 26, 1999, appearing in the Annual Report on Form
10-K of Suburban Lodges of America, Inc. for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
June 2, 1999
