<PAGE> 1
This document contains 23 pages. The exhibit index is located on page 8.
As filed with the Securities and Exchange Commission on August 7, 1998.
Registration No. 333-
================================================================================
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 registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 04-3327773
- ------------------------------------------------------------- -----------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
30670 BAINBRIDGE ROAD, SOLON, OH 44139
--------------------------------------
(Address of principal executive offices)
----------
STOCK OPTION AGREEMENT (125,000 SHARES)
AND
STOCK OPTION AGREEMENT (175,000 SHARES)
(Full title of plans)
----------
JOHN E. DANNEBERG 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)
----------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
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
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 125,000 Shares $7.50 $ 937,500.00 $276.56
$.01 par value per share 175,000 Shares 7.50 1,312,500.00 387.19
- -----------------------------------------------------------------------------------------------------------------------------------
Total 300,000 Shares $2,250,000.00 $663.75
===================================================================================================================================
</TABLE>
(1) This Registration Statement covers 300,000 shares of Common Stock which may
be issued to an officer and director of BridgeStreet Accommodations, Inc.
pursuant to written option agreements with such individual. 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
agreements as a result of a stock dividend, stock split or other
recapitalization.
================================================================================
<PAGE> 2
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 Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission on March 30, 1998
pursuant to Sections 13 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) The Company's Current Report on Form 8-K/A filed with the Commission
on May 4, 1998;
(c) The Company's Report on Form 10-Q for the three months ended March 31,
1998, filed with the Commission on May 15, 1998;
(d) The Company's Report on Form 8-K/A filed with the Commission on May
15, 1998; and
(e) 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 Exchange Act, prior to the filing of a 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.
2
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Constantine Alexander, a partner in the law firm Nutter, McClennen & Fish,
LLP, currently serves as 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 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 and By-laws also provide 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 or officer of the Company (or is or was
serving at the request of the Company as a director or officer of any other
enterprise, including service with respect to employee benefit plans) shall be
indemnified and held harmless by the Company, to the full extent permitted by
Delaware law, as in effect from
3
<PAGE> 4
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. The Company's By-laws allow
for similar rights of indemnification to be afforded, in the Company's
discretion, to its employees and agents.
The rights to indemnification and the payment of expenses provided by the
Certificate of Incorporation and By-laws do not apply to any action, suit,
proceeding or claim initiated by or on behalf of a person otherwise entitled to
the benefit of such provisions. Any person seeking indemnification under the
By-laws shall be deemed to have met the standard of conduct required for such
indemnification unless the contrary shall be established. 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.
The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered hereby, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
4
<PAGE> 5
(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 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.
5
<PAGE> 6
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 7th day of August 1998.
BRIDGESTREET ACCOMMODATIONS, INC.
By: /s/ John E. Danneberg
---------------------------------
John E. Danneberg
President, Chief Executive Officer and
Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
John E. Danneberg, Mark D. Gagne, and James E. Dawson, and each of them, with
full power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments (including post-effective amendments and amendments
thereto) to this Registration Statement on Form S-8 of the registrant, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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.
SIGNATURES TITLE DATE
/s/ John E. Danneberg PRESIDENT, CHIEF EXECUTIVE OFFICER, August 7, 1998
- ----------------------- CHIEF OPERATING OFFICER AND DIRECTOR
JOHN E. DANNEBERG
/s/ Mark D. Gagne CHIEF FINANCIAL OFFICER AND August 7, 1998
- ----------------------- PRINCIPAL ACCOUNTING OFFICER
MARK D. GAGNE
6
<PAGE> 7
SIGNATURES TITLE DATE
/s/ Paul M. Verrochi CHAIRMAN OF THE BOARD August 7, 1998
- ----------------------------
PAUL M. VERROCHI
/s/ William N. Hulett, III DIRECTOR August 7, 1998
- ---------------------------
WILLIAM N. HULETT, III
/s/ Rocco A. Di Lillo DIRECTOR August 7, 1998
- ----------------------------
ROCCO A. DI LILLO
/s/ Lynda D. Clutchey DIRECTOR August 7, 1998
- ----------------------------
LYNDA D. CLUTCHEY
/s/ Connie F. O'Briant DIRECTOR August 7, 1998
- ----------------------------
CONNIE F. O'BRIANT
/s/ Melanie R. Sabelhaus DIRECTOR August 7, 1998
- ----------------------------
MELANIE R. SABELHAUS
/s/ Jerry Sue Thornton DIRECTOR August 7, 1998
- ----------------------------
JERRY SUE THORNTON
DIRECTOR August 7, 1998
- ----------------------------
STEPHEN J. RUZIKA
7
<PAGE> 8
EXHIBIT INDEX
EXHIBIT NO. TITLE PAGE
4.1 Stock Option Agreement (125,000 Shares) 9
4.2 Stock Option Agreement (175,000 Shares) 15
5 Opinion of Nutter, McClennen & Fish, LLP 21
23.1 Consent of Nutter, McClennen & Fish, LLP Contained in
Exhibit 5
23.2 Consent of Arthur Andersen LLP 23
8
<PAGE> 1
Exhibit 4.1
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT between BridgeStreet Accommodations, Inc., a
Delaware corporation (the "Company"), and John E. Danneberg (the "Grantee")
dated effective as of June 12, 1998 (the "Date of Grant").
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto act and agree as follows:
Section 1. The Plan
The option granted pursuant to this Agreement is not granted pursuant to
the Company's 1997 Equity Incentive Plan, as amended (the "Plan"). This
Agreement shall nevertheless be subject to the terms of the Plan, a copy of
which is attached hereto as Exhibit A and is incorporated herein in its entirety
by this reference, except to the extent this Agreement and the Plan are in
conflict, in which case this Agreement shall control. Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in the
Plan.
Section 2. Grant of Option
The Company hereby grants to the Grantee, as of the Date of Grant, an
option (the "Option") to purchase up to one hundred twenty-five thousand
(125,000) shares of Common Stock, par value $.01 per share, of the Company (the
"Option Shares") at a price per share of $7.50, both the price and the number of
shares being subject to adjustment only as provided in the Plan.
Section 3. Terms of Option
(a) Subject to such further limitations as are provided herein, the Option
shall become exercisable in full on the eighth anniversary of the Date of Grant.
(b) The right to exercise the Option as to one-third (ignoring fractional
shares) of the total number of Option Shares shall be accelerated, and the
Option shall be exercisable as to such number of Option Shares, from and after
the first date the Average Closing Price is at least twice the Base Price.
(c) The right to exercise the Option as to an additional one-third
(ignoring fractional shares) of the total number of Option Shares shall be
accelerated, and the Option shall be exercisable as to such number of Option
Shares from and after the first date the Average Closing Price is at least three
times the Base Price.
9
<PAGE> 2
(d) The right to exercise the Option as to the remaining Option Shares
shall be accelerated, and the Option shall be exercisable in full, from and
after the first date the Average Closing Price is at least four times the Base
Price.
(e) For purposes hereof:
(i) "Average Closing Price" shall mean the average closing price of a
share of Common Stock for ten (10) consecutive trading days on the
principal national securities exchange (including the Nasdaq National
Market) on which the shares of Common Stock are listed or admitted to
trading or, if not listed or admitted to trading on any national securities
exchange (including the Nasdaq National Market), the average of the bid and
asked prices during such ten-day period in the over-the-counter market as
furnished by Nasdaq; provided, however, as of immediately prior to the
consummation of any Change of Control of the Company the Average Closing
Price shall be deemed to be the price at which the Common Stock is valued
in such Change of Control and provided, further, the Average Closing Price
shall be appropriately adjusted in the event of any stock split, stock
dividend or similar transaction occurring during the period when the
Average Closing Price is being determined;
(ii) "Cause" shall mean "cause" as defined in the Employment Agreement
dated June 12, 1998, between the Company and the Grantee, except for a
termination by the Executive for Cause pursuant to Section 13 thereof.
(iii) "Change of Control" shall mean a merger, consolidation, tender
offer, sale of all or substantially all of the Company's assets or
comparable transaction in which the holders of the Company's outstanding
voting securities (including other securities convertible or exercisable
therefor) as of immediately prior to such transaction do not hold
immediately following such transaction securities of the surviving or
acquiring entity (or the direct or indirect parent of such entity) entitled
to cast a majority of the votes entitled to be cast for the election of
Directors; and
(iv) "Common Stock" shall mean the Company's presently authorized
Common Stock and any stock into or for which such Common Stock may
hereafter be converted or exchanged.
(v) "Base Price" shall mean $4 7/8.
Section 4. Termination of the Option
The Option and all rights hereunder with respect thereto, to the extent
such rights shall not have been exercised, shall terminate and become null and
void after the close of business on the day that is ten (10) years from the Date
of Grant (the "Option Term").
Section 5. Cessation of Grantee's Employment
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<PAGE> 3
(a) If the Grantee ceases to be employed by the Company either by reason of
his or her death or by reason of termination by Grantee without Cause during the
Option Term, the Option shall be exercisable, to the extent the Option was
exercisable at the time of the Grantee's death or termination, as the case may
be, either by the Grantee, in the event of termination, or by the Grantee's
executor or administrator or, if not so exercised, by the legatees or
distributees of the Grantee's estate, in the event of death, in all events only
during the one (1) year period immediately following the Grantee's death or
termination, as the case may be, after which time the Option shall terminate.
(b) If the Grantee ceases to be employed by the Company by reason of a
termination by the Company without Cause or by termination by Grantee for Cause,
the Option shall become immediately exercisable as to all remaining Option
Shares by the Grantee only during the one (1) year period immediately following
such cessation or termination, as the case may be, after which time the Option
shall terminate.
(c) If there is a Change of Control, the Chairman of the Company shall
request that the Board of Directors approve that the Option shall become
immediately exercisable as to all remaining Option Shares by the Grantee only
during the one (1) year period immediately following such Change of Control,
after which time the Option shall terminate.
(d) Notwithstanding any other provisions set forth herein or in the Plan,
in no event shall the Option be exercised after the expiration of the Option
Term.
(e) Notwithstanding any other provisions set forth herein or in the Plan,
the Option shall terminate automatically and without notice to the Grantee on
the date the Grantee's employment is terminated for Cause.
Section 6. Exercise of Option
(a) The Grantee may exercise the Option with respect to all or any part of
the number of Option Shares then exercisable hereunder by giving written notice
of election to the Company, attention: Treasurer. Such notice shall specify the
number of Option Shares as to which the Option is to be exercised.
(b) At the time the Option is exercised, the Grantee shall make full
payment for the Option Shares purchased, in cash, certified check or bank
cashier's check, or through the surrender of shares of Common Stock at their
fair market value on the date of exercise or a note pursuant to any cashless
exercise program that the Company shall adopt. The Grantor also shall pay to the
Company or make provision satisfactory to the Company for the payment of any
taxes required by law to be withheld by the Company at the time of the exercise
of the Option or the sale of the Option Shares acquired upon such exercise.
(c) In the event exercise of the Option shall require the Company to issue
a fractional share of Common Stock of the Company, such fraction shall be
disregarded and the purchase price
11
<PAGE> 4
payable in connection with such exercise shall be appropriately reduced. Any
such fractional share shall be carried forward and added to any shares covered
by future exercisers) of the Option.
(d) Notwithstanding anything to the contrary contained herein, the Option
shall not be exercisable unless either (a) a registration statement under the
Securities Act of 1933, as amended (the "Act"), with respect to the Option
Shares shall have become, and continues to be, effective; (b) the Grantee (i)
shall have represented, warranted and agreed, in form and substance satisfactory
to the Company, at the time of exercising the Option, that he or she is
acquiring the Option Shares for his or her own account, for investment and not
with a view to or in connection with any distribution, (ii) shall have agreed to
restrictions on transfer in form and substance satisfactory to the Company, and
(iii) shall have agreed to an endorsement which makes appropriate reference to
such representations, warranties, agreements and restrictions on the
certificate(s) representing the option shares; or (c) the Grantee shall have
complied with any other applicable exemption requirement to registration under
the Act. The Company shall use its best efforts to ensure that a registration
statement has become and continues to be effective with respect to the offer and
sale of the Option Shares to the Grantee.
Section 7. No Rights of a Shareholder
Neither the Grantee nor any personal representative shall be, or shall have
any of the rights and privileges of, a shareholder of the Company with respect
to any Option Shares, in whole or in part, prior to the date of exercise of the
Option.
Section 8. Nontransferability of Option
During the Grantee's lifetime, unless otherwise allowed by the Board of
Directors of the Company pursuant to Section 6.3 of the Plan, the Option shall
be exercisable only by the Grantee, and the Option shall not in any event be
transferable except, in case of the death of the Grantee, by will or the laws of
descent and distribution.
Section 9. Employment not Affected
Neither the granting of the Option nor its exercise shall be construed as
granting to the Grantee any right with respect to his or her continued
employment by the Company. Except as may otherwise be limited by a written
agreement between the Company and the Grantee, the right of the Company to
terminate. at will the Grantee's employment at any time (whether by dismissal,
discharge, retirement or otherwise) is specifically reserved by the Company.
Section 10. Amendment of Option
The Option may be amended or modified at any time by the Company; provided,
however, that the Grantee's consent to such amendment or modification shall be
required unless the Board of Directors or the Compensation Committee of the
Company determines that the amendment or
12
<PAGE> 5
modification, taking into account any related action, would not materially and
adversely affect the Grantee.
Section 11. Notice
(a) Any notices required or permitted hereunder shall be addressed to the
Company at 30670 Bainbridge Road, Solon, Ohio 44139, Attention: Treasurer, or to
the Grantee at the most current address of the Grantee appearing in the records
of the Company, as the case may be.
(b) Either the Company or the Grantee may, by notice to the other given in
the manner provided in Section 11(a), change his, her or its address for future
notice.
Section 12. Governing Law
The validity, construction, interpretation and effect of this instrument
shall be governed by and determined in accordance with the law of the State of
Delaware, without regard to conflicts of law principles.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunder duly authorized and the Grantee has hereunto
set his hand all as of the 12th day of June, 1998.
BRIDGESTREET ACCOMMODATIONS, INC.
By: /s/ Paul M. Verrochi
-------------------------------
Its
ACCEPTED:
/s/ John E. Danneberg
-------------------------------
______________________, Grantee
13
<PAGE> 6
[Exhibit A containing the 1997 Equity Incentive Plan is incorporated herein by
reference to the Company's Proxy Statement filed with the Securities and
Exchange Commission on April 14, 1998 and used in connection with its 1998
Annual Meeting of Stockholders.]
14
<PAGE> 1
Exhibit 4.2
-----------
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT between BridgeStreet Accommodations, Inc., a
Delaware corporation (the "Company"), and John E. Danneberg (the "Grantee")
dated effective as of June 12, 1998 (the "Date of Grant").
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto act and agree as follows:
Section 1. The Plan
The option granted pursuant to this Agreement is not granted pursuant to
the Company's 1997 Equity Incentive Plan, as amended (the "Plan"). This
Agreement shall nevertheless be subject to the terms of the Plan, a copy of
which is attached hereto as Exhibit A and is incorporated herein in its entirety
by this reference, except to the extent this Agreement and the Plan are in
conflict, in which case this Agreement shall control. Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in the
Plan.
Section 2. Grant of Option
The Company hereby grants to the Grantee, as of the Date of Grant, an
option (the "Option") to purchase up to one hundred seventy-five thousand
(175,000) shares of Common Stock, par value $.01 per share, of the Company (the
"Option Shares") at a price per share of $7.50, both the price and the number of
shares being subject to adjustment only as provided in the Plan.
Section 3. Terms of Option
Subject to such further limitations as are provided herein, the Option
shall become exercisable as follows:
(i) 87,500 of the Option Shares shall be exercisable on or after the
first anniversary of the Date of Grant;
(ii) 87,500 of the Option Shares shall be exercisable on or after the
second anniversary of the Date of Grant.
The Option and all rights hereunder with respect thereto, to the extent
such rights shall not have been exercised, shall terminate and become null and
void after the close of business on the day that is ten (10) years from the Date
of Grant (the "Option Term").
15
<PAGE> 2
Section 5. Cessation of Grantee's Employment
(a) If the Grantee ceases to be employed by the Company either by reason of
his or her death or by reason of termination by Grantee without Cause during the
Option Term, the Option shall be exercisable, to the extent the Option was
exercisable at the time of the Grantee's death or termination, as the case may
be, either by the Grantee, in the event of termination, or by the Grantee's
executor or administrator or, if not so exercised, by the legatees or
distributees of the Grantee's estate, in the event of death, in all events only
during the one (1) year period immediately following the Grantee's death or
termination, as the case may be, after which time the Option shall terminate.
(b) If the Grantee ceases to be employed by the Company by reason of a
Change of Control, by termination by the Company without Cause, or by
termination by Grantee for Cause, the Option shall become immediately
exercisable as to all remaining Option Shares by the Grantee only during the one
(1) year period immediately following such cessation or termination, as the case
may be, after which time the Option shall terminate.
(c) Notwithstanding any other provisions set forth herein or in the Plan,
in no event shall the Option be exercised after the expiration of the Option
Term.
(d) Notwithstanding any other provisions set forth herein or in the Plan,
the Option shall terminate automatically and without notice to the Grantee on
the date the Grantee's employment is terminated for "Cause."
(e) For the purposes hereof:
(i) "Cause" shall mean cause as defined in the Employment Agreement
dated June 12, 1998, between the Company and the Grantee, except for a
termination by the Executive for Cause pursuant to Section 13 thereof; and
(ii) "Change of Control" shall mean a merger, consolidation, tender
offer, sale of all or substantially all of the Company's assets or a comparable
transaction in which the holders of the Company's outstanding voting securities
(including other securities convertible or exercisable therefor) as of
immediately prior to such transaction do not hold immediately following such
transaction securities of the surviving or acquiring entity (or the direct or
indirect parent of such entity) entitled to cast a majority of the votes
entitled to be cast for the election of Directors.
Section 6. Exercise of Option
(a) The Grantee may exercise the Option with respect to all or any part of
the number of Option Shares then exercisable hereunder by giving written notice
of election to the Company, attention: Treasurer. Such notice shall specify the
number of Option Shares as to which the Option is to be exercised.
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(b) At the time the Option is exercised, the Grantee shall make full
payment for the Option Shares purchased, in cash, certified check or bank
cashier's check, or through the surrender of shares of Common Stock at their
fair market value on the date of exercise or a note pursuant to a cashless
exercise program that the Company shall adopt. The Grantor also shall pay to the
Company or make provision satisfactory to the Company for the payment of any
taxes required by law to be withheld by the Company at the time of the exercise
of the Option or the sale of the Option Shares acquired upon such exercise.
(c) In the event exercise of the Option shall require the Company to issue
a fractional share of Common Stock of the Company, such fraction shall be
disregarded and the purchase price payable in connection with such exercise
shall be appropriately reduced. Any such fractional share shall be carried
forward and added to any shares covered by future exercise(s) of the Option.
(d) Notwithstanding anything to the contrary contained herein, the Option
shall not be exercisable unless either: (a) a registration statement under the
Securities Act of 1933, as amended (the "Act"), with respect to the Option
Shares shall have become, and continues to be, effective; (b) the Grantee (i)
shall have represented, warranted and agreed, in form and substance satisfactory
to the Company, at the time of exercising the Option, that he or she is
acquiring the Option Shares for his or her own account, for investment and not
with a view to or in connection with any distribution, (ii) shall have agreed to
restrictions on transfer in form and substance satisfactory to the Company, and
(iii) shall have agreed to an endorsement which makes appropriate reference to
such representations, warranties, agreements and restrictions on the
certificate(s) representing the Option Shares; or (c) the Grantee shall have
complied with any other applicable exemption requirement to registration under
the Act. The Company shall use its best efforts to ensure that a registration
statement has become and continues to be effective with respect to the offer and
sale of the Option Shares to the Grantee.
Section 7. No Rights of a Shareholder
Neither the Grantee nor any personal representative shall be, or shall have
any of the rights and privileges of, a shareholder of the Company with respect
to any Option Shares, in whole or in part, prior to the date of exercise of the
Option.
Section 8. Nontransferability of Option
During the Grantee's lifetime, unless otherwise allowed by the Board of
Directors of the Company pursuant to Section 6.3 of the Plan, the Option shall
be exercisable only by the Grantee, and the Option shall not in any event be
transferable except, in case of the death of the Grantee, by will or the laws of
descent and distribution.
Section 9. Employment not Affected
Neither the granting of the Option nor its exercise shall be construed as
granting to the Grantee any right with respect to his or her continued
employment by the Company. Except as may
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otherwise be limited by a written agreement between the Company and the Grantee,
the right of the Company to terminate at will the Grantee's employment at any
time (whether by dismissal, discharge, retirement or otherwise) is specifically
reserved by the Company.
Section 10. Amendment of Option
The Option may be amended or modified at any time by the Company; provided,
however, that the Grantee's consent to such amendment or modification shall be
required unless the Board of Directors or the Compensation Committee of the
Company determines that the amendment or modification, taking into account any
related action, would not materially and adversely affect the Grantee.
Section 11. Notice
(a) Any notices required or permitted hereunder shall be addressed to the
Company at 30670 Bainbridge Road, Solon, Ohio 44139, Attention: Treasurer, or to
the Grantee at the most current address of the Grantee appearing in the records
of the Company, as the case may be.
(b) Either the Company or the Grantee may, by notice to the other given in
the manner provided in Section 11(a), change his, her or its address for future
notice.
Section 12. Governing Law
The validity, construction, interpretation and effect of this instrument
shall be governed by and determined in accordance with the law of the State of
Delaware, without regard to conflicts of law principles.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunder duly authorized and the Grantee has hereunto
set his hand all as of the 12th day of June, 1998.
BRIDGESTREET ACCOMMODATIONS, INC.
By: /s/ Paul M. Verrochi
-----------------------------------
Its
ACCEPTED:
/s/ John E. Danneberg
--------------------------------------
__________________________ , Grantee
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[Exhibit A containing the 1997 Equity Incentive Plan is incorporated herein by
reference to the Company's Proxy Statement filed with the Securities and
Exchange Commission on April 14, 1998 and used in connection with its 1998
Annual Meeting of Stockholders.]
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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
August 7, 1998
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 (i) (A) 125,000 shares of common stock, $.01 par value per share
(the "Common Stock"), issuable pursuant to the Stock Option Agreement (125,000
Shares) dated as of June 12, 1998 between the Company and John E. Danneberg, and
(B) 175,000 shares of Common Stock issuable pursuant to the Stock Option
Agreement (175,000 Shares) dated as of June 12, 1998 between the Company and
John E. Danneberg (collectively, the "Agreements"), and (ii) an indeterminate
number of shares of such Common Stock which may be issued or become issuable
under the Agreements by reason of stock dividends, stock splits or other
recapitalizations executed hereafter.
We have acted as legal counsel for the Company in connection with the
preparation, execution and delivery of the Agreements, are familiar with the
Company's Certificate of Incorporation and By-laws, both as amended to date
(collectively, the "Organizational Documents"), 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 Agreements,
the Organizational Documents (as amended through the dates of any such
issuances) and the Delaware General Corporation Law, the 300,000 shares of
Common Stock referred to in (i) 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 Agreements by reason of stock dividends, stock splits or other
recapitalizations hereafter executed, if and when issued in accordance with the
terms of the Agreements and upon compliance with the applicable provisions of
law and of the Organizational Documents
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BridgeStreet Accomodations, Inc.
August 7, 1998
Page 2
(as amended through the dates of any such issuances) 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 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/HVE
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
February 20, 1998, except for Note 16, as to which the date is March 20, 1998,
included in BridgeStreet Accommodations, Inc.'s Form 10-K for the year ended
December 31, 1997, and our reports dated April 17, 1998, included in
Bridge Street Accomodations, Inc.'s Form 8-K/A dated May 4, 1998 and Form 8-K/A
dated May 15, 1998, and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
Cleveland, Ohio,
August 7, 1998.
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