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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EXECUSTAY CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
MARYLAND 52-2042280
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
7595 RICKENBACKER DRIVE
GAITHERSBURG, MARYLAND 20879
(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the common stock, $.01 par value (the "Common
Stock"), of ExecuStay Corporation (the "Company") to be registered hereunder is
contained under the caption "Description of Capital Stock" in the Prospectus
constituting as part of the Registration Statement on Form S-1 (File No.
333-30049) filed by the Company with the Securities and Exchange Commission on
June 25, 1997 (the "Registration Statement"), including any amendments thereto,
which description is incorporated herein by reference.
ITEM 2. EXHIBITS
1 Articles of Incorporation (incorporated by reference to Exhibit No.
3.1 to the Company's Registration Statement on Form S-1 (Registration
No. 333-30049)).
2 Amendment to the Articles of Incorporation, as filed on August 1, 1997.
3 Bylaws (incorporated by reference to Exhibit No. 3.2 of Amendment No.
1 to the Company's Registration Statement on Form S-1 (Registration
No. 333-30049)).
4 Form of Certificate for Common Stock (incorporated by reference to
Exhibit No. 4.1 of Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Registration No. 333-30049)).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
EXECUSTAY CORPORATION
Date: August 5, 1997
By /s/ Gary R. Abrahams
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Gary R. Abrahams
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
1 Articles of Incorporation (incorporated by reference to Exhibit No.
3.1 to the Company's Registration Statement on Form S-1 (Registration
No. 333-30049)).
2 Amendment to the Articles of Incorporation, as filed on August 1, 1997.
3 Bylaws (incorporated by reference to Exhibit No. 3.2 of Amendment No.
1 to the Company's Registration Statement on Form S-1 (Registration
No. 333-30049)).
4 Form of Certificate for Common Stock (incorporated by reference to
Exhibit No. 4.1 of Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Registration No. 333-30049)).
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EXHIBIT 2
ARTICLES OF AMENDMENT
OF
EXECUSTAY CORPORATION
ExecuStay Corporation, a Maryland Corporation having its
principal office in Gaithersburg, Montgomery County, Maryland (hereinafter
called the Corporation), hereby certifies to the State Department of
Assessments and Taxation of Maryland, that:
FIRST: The Articles of the Corporation are hereby amended by adding a
sixteenth article which shall be as follows:
"SIXTEENTH: To the fullest extent permitted by Maryland
statutory or decisional law, as amended or interpreted, no director or
officer of the Corporation shall be personally liable to the Corporation
or its stockholders for money damages. No amendment of the Articles of
Incorporation of the Corporation or repeal of any of its provisions shall
limit or eliminate the limitation on liability provided to directors and
officers hereunder with respect to any act or omission occurring prior to
such amendment or repeal."
SECOND: The board of directors of the Corporation by unanimous
written consent pursuant to Section 2-408 of Corporations and Associations
Article of the Annotated Code of Maryland on July 31, 1997 duly adopted a
resolution in which was set forth the forgoing amendment to the charter,
declaring that the said amendment of the charter as proposed was advisable and
directing that it be submitted for action thereon by the stockholders of the
Corporation.
THIRD: That the said amendment has been consented to and authorized
by the holders of all the issued and outstanding stock, entitled to vote, by a
written consent given in accordance with the provisions of Section 2-505 of
Corporations and Associations Article of the Annotated Code of Maryland, and
filed with the records of stockholders meeting.
FOURTH: The amendment of the Articles of the Corporation as
hereinabove set forth has been duly advised by the board of directors and
approved by the stockholders of the Corporation.
FIFTH: The information required by subsection (b)(2)(i) of Section
2-607 of the Maryland General Corporation Law was not changed by the amendment.
IN WITNESS WHEREOF, ExecuStay Corporation has caused these presents to be
signed in its name and on its behalf by its President and witnesses by its
Secretary on July 31, 1997.
EXECUSTAY CORPORATION
By /s/ Gary R. Abrahams
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Gary R. Abrahams, President
Witness: (Attest)
/s/ Robert W. Zaugg
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Robert W. Zaugg, Secretary
THE UNDERSIGNED, President of ExecuStay Corporation, who
executed on behalf of said corporation the foregoing Articles of Amendment, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said corporation, the foregoing Articles of Amendment to be the
corporate act of said corporation and further certifies that, to the best of
his knowledge, information and belief, the matters and facts set forth therein
with respect to the approval thereof are true in all material respects, under
the penalties of perjury.
/s/ Gary R. Abrahams
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Gary R. Abrahams, President
