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As filed with the Securities and Exchange Commission on May 29, 1998.
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 registrant as specified in its charter)
DELAWARE 04-3327773
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
30670 BAINBRIDGE ROAD, SOLON, OH 44139
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(Address of principal executive offices)
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1997 EQUITY INCENTIVE PLAN
AND
1998 EMPLOYEE STOCK PURCHASE PLAN
(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
<TABLE>
<CAPTION>
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Proposed
Title of each class of Amount being registered maximum offering Proposed maximum Amount of
securities to be registered (1) price per share aggregate offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, 500,000 Shares $9.9375(2) $4,968,750 $1,465.78
$.01 par value per share 500,000 Shares 9.9375(2) 4,968,750 1,465.78
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Total 1,000,000 Shares $9,937,500 $2,931.56
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</TABLE>
(1) This Registration Statement covers 500,000 shares of Common Stock
underlying awards that may be granted pursuant to the 1997 Equity Incentive
Plan and 500,000 shares of Common Stock issuable under the 1998 Employee
Stock Purchase Plan. 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 based on the average of the high and low prices per share of the
Common Stock as reported on the Nasdaq National Market on May 28, 1998.
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1
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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 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.
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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
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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.
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(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.
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SIGNATURES
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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 29th day of May 1998.
BRIDGESTREET ACCOMMODATIONS, INC.
By: /s/ William N. Hulett, III
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William N. Hulett, III
President and Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
William N. Hulett, III, 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.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
/s/ William N. Hulett, III PRESIDENT, CHIEF EXECUTIVE OFFICER MAY 29, 1998
- ------------------------------------------ AND DIRECTOR
WILLIAM N. HULETT, III
/s/ Mark D. Gagne CHIEF FINANCIAL OFFICER AND MAY 29, 1998
- ------------------------------------------ PRINCIPAL ACCOUNTING OFFICER
MARK D. GAGNE
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
/s/ Paul M. Verrochi CHAIRMAN OF THE BOARD MAY 29, 1998
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PAUL M. VERROCHI
/s/ Rocco A. Di Lillo DIRECTOR MAY 29, 1998
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ROCCO A. DI LILLO
/s/ Lynda D. Clutchey DIRECTOR MAY 29, 1998
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LYNDA D. CLUTCHEY
/s/ Connie F. O'Briant DIRECTOR MAY 29, 1998
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CONNIE F. O'BRIANT
/s/ Melanie R. Sabelhaus DIRECTOR MAY 29, 1998
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MELANIE R. SABELHAUS
/s/ James M. Biggar DIRECTOR MAY 29, 1998
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JAMES M. BIGGAR
/s/ Robert R. Mesel DIRECTOR MAY 29, 1998
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ROBERT R. MESEL
/s/ Jerry Sue Thornton DIRECTOR MAY 29, 1998
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JERRY SUE THORNTON
</TABLE>
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EXHIBIT INDEX
Exhibit No. Title Page
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* 4.1 1997 Equity Incentive Plan --
* 4.2 1998 Employee Stock Purchase Plan --
5 Opinion of Nutter, McClennen & Fish, LLP 9
23.1 Consent of Nutter, McClennen & Fish, LLP Contained in
Exhibit 5
23.2 Consent of Arthur Andersen LLP 11
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* Incorporated by reference to the Company's Proxy Statement filed with the
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
May 29, 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) 500,000 shares of common stock, $.01 par value per share
(the "Common Stock"), issuable pursuant to the 1998 Equity Incentive Plan, and
500,000 shares of Common Stock issuable pursuant to the 1998 Employee Stock
Purchase Plan (collectively, the "Plans"), and (ii) 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 (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
Plans, the Organizational Documents and the Delaware General Corporation Law,
the 1,000,000 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 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, 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/MLB
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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 to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
Cleveland, Ohio,
May 29, 1998.
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