As filed with the Securities and Exchange Commission on July 29, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AMERIHOST PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3312434
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2400 EAST DEVON AVENUE, SUITE 280
DES PLAINES, ILLINOIS 60018
(Address of Principal Executive Offices) (Zip Code)
AMERIHOST PROPERTIES, INC.
STOCK OPTION PLANS FOR KEY PERSONNEL
(Full title of each plan)
MICHAEL P. HOLTZ (847) 298-4500
PRESIDENT AND CHIEF EXECUTIVE OFFICER (Telephone number,
2400 EAST DEVON AVENUE, SUITE 280 including area code,
DES PLAINES, ILLINOIS 60018 of agent for service)
(Name and address of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE<F1> PRICE<1> REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock (par value 120,000 shares<F2> $6.3125 $757,500.00 $230.00
$.005 per share)
<FN>
<F1> Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c)
of the Securities Act of 1933, based on the average of the high and low sales prices of a share of
Common Stock of the Registrant on the Nasdaq National Market on July 28, 1997.
<F2> An undetermined number of additional shares may be issued if the anti-dilution adjustment provisions
of the plans become operative.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registration Statement on Form S-8 filed by Amerihost Properties,
Inc. on December 27, 1996 (File No. 333-1887) with the Securities and
Exchange Commission (the "Commission") is incorporated herein by reference.
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,
prior to the filing of a post-effective amendment which indicates that all
securities offered 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 part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document 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.
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 Des Plaines, Illinois on July 28, 1997.
AMERIHOST PROPERTIES, INC.
By: /s/ Michael P. Holtz
Michael P. Holtz
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Michael P. Holtz and Russell J. Cerqua,
and each of them, his true and lawful attorney-in-fact and agent, each with
full power of substitution and revocation, 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 file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each such
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent 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, this
registration statement and the foregoing power of attorney have been signed
by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ H. Andrew Torchia Chairman of the Board
H. Andrew Torchia of Directors July 28, 1997
/s/ Michael P. Holtz President, Chief
Michael P. Holtz Executive Officer and July 28, 1997
Director
(Principal Executive
Officer)
/s/ Russell J. Cerqua Executive Vice
Russell J. Cerqua President of Finance, July 28, 1997
Secretary, Treasurer,
Chief Financial
Officer and Director
(Principal Financial
Officer)
/s/ James B. Dale Vice President of July 28, 1997
James B. Dale Finance and Controller
(Principal Accounting
Officer)
/s/ Reno J. Bernardo Director July 28, 1997
Reno J. Bernardo
/s/ Salomon J. Dayan Director
Salomon J. Dayan July 28, 1997
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
NUMBER
4(a) Restated Certificate of Incorporation of the Company, as amended,
incorporated herein by reference to the Registrant's Registration
Statement on Form S-8 (no. 333-18887).
4(b) By-Laws of the Company, incorporated herein by reference to the
Company's Report on Form 10-K filed on March 26, 1993.
5 Opinion of McDermott, Will & Emery as to the legality of the
securities being registered.
23(a) Consent of McDermott, Will & Emery (included in its opinion filed as
Exhibit 5).
23(b) Consent of BDO Seidman, LLP.
24 Power of Attorney (included with the signature page to this
registration statement).
Exhibit 5
July 28, 1997
Board of Directors
Amerihost Properties, Inc.
2400 East Devon Avenue,
Suite 280
Des Plaines, Illinois 60018
RE: Registration Statement on Form S-8, as amended
120,000 Common Shares (par value $.005) to be issued pursuant to
certain Stock Option Plans for Key Employees (collectively, the
"Plans")
Gentlemen:
You have requested our opinion in connection with the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") of Amerihost
Properties, Inc. (the "Company"), to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, to register 120,000
shares of the common stock of the Company, $.005 par value (the "Common Stock"),
which may be issued pursuant to the Plans.
We have examined or considered:
1. A copy of the Company's Restated Certificate of Incorporation, as
amended.
2. The By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of Delaware, as
of a recent date, as to the good standing of the Company in that state.
4. Copies of resolutions duly adopted by the Board of Directors of
the Company relating to the Plans.
5. Copies of the forms of option underlying the Plans.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion. In our examination, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies, the
genuineness of all signatures on documents reviewed by us and the legal capacity
of natural persons.
Based on the foregoing, we are of the opinion that all corporate
proceedings necessary for the authorization, issuance and delivery of the Common
Stock under the Plans have been duly taken and upon acquisition pursuant to the
terms of the Plans, the Common Stock will be validly issued, fully paid and
nonassessable.
Members of our firm are admitted to the practice of law in the State of
Illinois and we express no opinion as to the laws of any jurisdiction other than
the laws of the State of Illinois , the General Corporation Law of the State of
Delaware and the laws of the United Stated of America. This opinion is
furnished to you solely for your benefit in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent.
Notwithstanding the foregoing, we hereby consent to the references to our firm
in the Registration Statement and to the filing of this opinion by the Company
as an Exhibit to the Registration Statement. In giving this consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ McDermott, Will & Emery
McDERMOTT, WILL & EMERY
Exhibit 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Amerihost Properties, Inc.
Des Plaines, Illinois
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Amerihost Properties, Inc. Stock Option
Plans for Key Personnel of our report dated March 20, 1997, relating to the
consolidated financial statements of Amerihost Properties, Inc. included in the
Annual Report on Form 10-K for the year ended December 31, 1996.
Chicago, Illinois BDO SEIDMAN, LLP
July 28, 1997
