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As filed with the Securities and Exchange Commission on October 10, 1997.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRIDGESTREET ACCOMMODATIONS, INC.
(Exact name of issuer as specified in its charter)
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<S> <C>
DELAWARE 04-3327773
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(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
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30670 BAINBRIDGE ROAD, SOLON, OH 44139
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(Address of principal executive offices)
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1997 EQUITY INCENTIVE PLAN
AND
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of plans)
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WILLIAM N. HULETT, III Copy to:
BRIDGESTREET ACCOMMODATIONS, INC. JAMES E. DAWSON, ESQ.
30670 BAINBRIDGE ROAD NUTTER, MCCLENNEN & FISH, LLP
SOLON, OH 44139 ONE INTERNATIONAL PLACE
(440) 248-3005 BOSTON, MASSACHUSETTS 02110-2699
(Name, address and telephone (617) 439-2000
number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of each class of securities to be Amount being registered maximum offering Proposed maximum Amount of
registered (1) price per share aggregate offering price registration fee
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Common Stock, 1,000,000 Shares $10.84(2) $10,840,000 $3,284.84
$.01 par value per share 100,000 Shares 11.23(3) 1,123,000 340.30
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Total 1,100,000 Shares $11,963,000 $3,625.14
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(1) This Registration Statement covers 1,000,000 shares of Common Stock
underlying awards that may be granted pursuant to the 1997 Equity
Incentive Plan and 100,000 shares of Common Stock issuable under the
Stock Plan for Non-Employee Directors. In addition, pursuant to Rule
416(b) under the Securities Act of 1933, as amended (the "Securities
Act"), this Registration Statement also covers an indeterminate number
of additional shares of Common Stock which may be issued under said
Plans as a result of a stock dividend, stock split or other
recapitalization.
(2) Calculated as the weighted average of (i) 482,667 shares of Common
Stock issuable at a price of $9.00 per share and (ii) 517,333 shares of
Common Stock assumed to be issuable (pursuant to Rules 457(c) and (h)
under the Securities Act) at a price of $12.5625, which is the average
of the high and low prices per share of the Common Stock as reported on
the Nasdaq National Market on October 3, 1997.
(3) Calculated as the weighted average of (i) 37,500 shares of Common Stock
issuable at a price of $9.00 per share and (ii) 62,500 shares of Common
Stock assumed to be issuable at the average of the high and low prices
per share of the Common Stock as reported on the Nasdaq National Market
on October 3, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
BridgeStreet Accommodations, Inc. (the "Company") hereby incorporates
by reference in this Registration Statement the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Company's prospectus dated September 24, 1997, filed pursuant
to Rule 424(b) of the Securities Act; and
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 000-22843) and the
Company's Registration Statement on Form S-1 (File No. 333-26647).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of any post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that any other subsequently-filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Constantine Alexander, a partner in the law firm Nutter, McClennen &
Fish, LLP, currently serves as Assistant Secretary of the Company. Nutter,
McClennen & Fish, LLP serves as counsel to the Company, and has rendered a legal
opinion with respect to the validity of the shares being offered pursuant to
this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law, as amended, which provides that a
corporation may indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action
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by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite an adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper. The Company's Certificate of Incorporation
further provides that the Company shall indemnify its directors and officers to
the fullest extent permitted by the law of the State of Delaware.
The Company's Certificate of Incorporation provides that the Company's
Directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exculpation from liability is not permitted under the Delaware General
Corporation Law as in effect at the time such liability is determined.
The Certificate of Incorporation also provides that each person who was
or is made party to any action, suit or proceeding by reason of the fact that he
or she is or was a director, officer or employee of the Registrant (or is or was
serving at the request of the Registrant as a director, officer, trustee,
employee or agent of any other enterprise, including service with respect to
employee benefit plans) shall be indemnified and held harmless by the
Registrant, to the full extent permitted by Delaware law, as in effect from time
to time, against all expenses (including attorneys' fees and expenses),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with the investigation, preparation to defend or
defense of such action, suit, proceeding or claim.
Any repeal or modification of such indemnification provisions shall
not adversely affect any right or protection of a director or officer with
respect to any conduct of such director or officer occurring prior to such
repeal or modification.
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The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
See the exhibit index immediately preceding the exhibits attached
hereto.
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.
(4) 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 Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.
(b) 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 provisions of the Delaware General
Corporation Law and the registrant's Certificate of Incorporation and By-laws,
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
a 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.
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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 Solon, Ohio, on the 10th day of October 1997.
BRIDGESTREET ACCOMMODATIONS, INC.
By: /s/ William N. Hulett, III
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William N. Hulett, III
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
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SIGNATURES TITLE DATE
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/s/ William N. Hulett, III PRESIDENT, CHIEF EXECUTIVE OFFICER OCTOBER 10, 1997
- --------------------------------------- AND DIRECTOR
WILLIAM N. HULETT, III
/s/ Mark D. Gagne CHIEF FINANCIAL OFFICER AND OCTOBER 10, 1997
- --------------------------------------- PRINCIPAL ACCOUNTING OFFICER
MARK D. GAGNE
/s/ Paul M. Verrochi CHAIRMAN OF THE BOARD OCTOBER 10, 1997
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PAUL M. VERROCHI
/s/ Rocco A. Di Lillo DIRECTOR OCTOBER 10, 1997
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ROCCO A. DI LILLO
/s/ Lynda D. Clutchey DIRECTOR OCTOBER 10, 1997
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LYNDA D. CLUTCHEY
- --------------------------------------- DIRECTOR OCTOBER 10, 1997
CONNIE F. O'BRIANT
/s/ Melanie R. Sabelhaus DIRECTOR OCTOBER 10, 1997
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MELANIE R. SABELHAUS
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SIGNATURES TITLE DATE
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/s/ James M. Biggar DIRECTOR OCTOBER 10, 1997
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JAMES M. BIGGAR
/s/ Robert R. Mesel DIRECTOR OCTOBER 10, 1997
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ROBERT R. MESEL
/s/ Jerry Sue Thornton DIRECTOR OCTOBER 10, 1997
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JERRY SUE THORNTON
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EXHIBIT INDEX
Exhibit No. Title Page
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* 4.1 1997 Equity Incentive Plan
* 4.2 Stock Plan for Non-Employee Directors
5 Opinion of Nutter, McClennen & Fish, LLP 8
23.1 Consent of Nutter, McClennen & Fish, LLP Contained in
Exhibit 5
23.2 Consent of Arthur Andersen 10
23.3 Consent of Arthur Andersen 11
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* Incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 333-26647).
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EXHIBIT 5
NUTTER, McCLENNEN & FISH, LLP
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748
CAPE COD OFFICE DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS
October 10, 1997
BridgeStreet Accommodations, Inc.
30670 Bainbridge Road
Solon, OH 44139
Gentlemen/Ladies:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") which BridgeStreet Accommodations, Inc. (the
"Company") is filing concurrently herewith with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to 1,000,000 shares of common stock, $.01 par value per
share (the "Common Stock"), issuable pursuant to the 1997 Equity Incentive
Plan, and 100,000 shares of Common Stock issuable pursuant to the Stock
Plan for Non-Employee Directors (collectively, the "Plans"), and (iii) an
indeterminate number of shares of such Common Stock which may be issued or
become issuable under the Plans by reason of stock dividends, stock splits
or other recapitalizations executed hereafter.
We have acted as legal counsel for the Company in connection
with adoption of the Plans, are familiar with the Company's Certificate of
Incorporation and By-laws, both as amended to date, and have examined such
other documents as we deemed necessary for this opinion. Based upon the
foregoing, we are of the opinion that:
1. When issued and paid for in compliance with the terms of the
Plans, the 1,100,000 shares of Common Stock referred to above will be duly
and validly issued, fully paid and non-assessable; and
2. The additional shares of Common Stock which may become
issuable under the Plans by reason of stock dividends, stock splits or
other recapitalizations hereafter executed, if and when issued in
accordance with the terms of the Plans and upon compliance with the
applicable provisions of law and of the Company's Certificate of
Incorporation and By-laws, both as amended to date, will be duly and
validly issued, fully paid and non-assessable.
We understand that this opinion letter is to be used in connection with
the Registration Statement and hereby consent to the filing of this opinion
letter with and as a part of the Registration Statement and of any
amendments thereto. It is understood that this opinion letter is to be used
in connection with the offer and sale of the aforesaid shares only while
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the Registration Statement, as it may be amended from time to time as
contemplated by Section 10(a)(3) of the Securities Act, is effective under
the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
Nutter, McClennen & Fish, LLP
JED/DSS
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports for
BridgeStreet Accommodations, Inc. dated April 10, 1997, for Temporary Corporate
Housing Columbus, Inc. dated February 28, 1997, for Corporate Lodgings, Inc.
dated February 28, 1997, for Exclusive Interim Properties, Ltd. dated March 11,
1997, and for Home Again, Inc. dated March 21, 1997, included in the
previously-filed Registration Statement on Form S-1 (No. 333-26647).
/s/ Arthur Andersen LLP
Boston, Massachusetts
October 9, 1997
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Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report for Temporary Housing Experts, Inc. dated
March 21, 1997, except for Note 10, for which the date is June 30, 1997,
included in the previously-filed Registration Statement on Form S-1
(No. 333-26647).
/s/ Arthur Andersen LLP
Memphis, Tennessee
October 9, 1997
