<PAGE> 1
As filed with the Securities and Exchange Commission on June 24, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
SHOLODGE, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1015641
(State or other jurisdiction (IRS Employer Id. No.)
of incorporation or organization)
217 WEST MAIN STREET
GALLATIN, TENNESSEE 37066
(Address, including zip code, or principal executive offices)
1991 STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
JOHN W. TITUS
BOULT, CUMMINGS, CONNERS & BERRY, PLC
414 UNION STREET
SUITE 1600
P.O. BOX 198062
NASHVILLE, TENNESSEE 37219
(615) 252-2341
(Name, address and telephone number of agent for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
securities Amount to Price per Offering Registration
Registered Register(1) Share(2) Price(2) Fee
================================================================================
<S> <C> <C> <C> <C>
Common Stock, 283,333 $13.37 $3,788,140 $1,147.92
no par value shares
================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), the registration statement covers, in addition to
the number of shares of common stock stated above, an indeterminate number of
shares which, by reason of certain events specified in the Plan, may become
subject to the Plan and options granted thereunder.
(2) Based upon actual exercise price of outstanding options and the average of
the high and low prices of the common stock on June 19, 1997, as reported in the
consolidated reporting system, for options that have not been granted, in
accordance with Rule 457(h).
As permitted under Rule 429, the prospectus related to this registration
statement also covers securities registered under registration statement No.
33-52092 on Form S-8.
<PAGE> 2
The shares of Common Stock to which this registration statement relates
are reserved for issuance upon the exercise of options granted or to be granted
pursuant to the Registrant's First Amendment to 1991 Stock Option Plan which
increased the number of options that may be granted from 616,667 to 900,000
shares, subject to certain anti-dilution adjustments described in the Plan. The
contents of the Registrant's registration statement on Form S-8, File No.
33-52092, filed with the Securities and Exchange Commission (the "Commission")
on September 17, 1992, are incorporated by reference.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference herein the following
documents which have been filed with the Commission:
(A) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 29, 1996;
(B) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 20, 1997;
(C) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
Registrant's fiscal quarter ended April 20, 1997; and
(D) the description of the Registrant's common stock set forth in the
Registrant's registration statement, as amended, filed with the Commission
pursuant to Section 12 of the Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment hereto that
indicates that all securities offered have been sold or that deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by reference herein
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 document that 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 8. EXHIBITS
4.1 1991 Stock Option Plan
4.2 First Amendment to 1991 Stock Option Plan
4.3 Second Amendment to 1991 Stock Option Plan
5.1 Opinion of counsel as to legality of the securities to be
purchased pursuant to the First Amendment to 1991 Stock Option Plan, together
with the consent of such counsel
23.1 Consent of independent auditors
23.2 Consent of counsel (included in Exhibit 5.1)
<PAGE> 3
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 Gallatin, Tennessee, on the 20th day of June, 1997.
SHOLODGE, INC.
By: /s/ Leon Moore
Its: President, Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 20th day of June, 1997.
/s/ Leon Moore President,
Leon Moore Chief Executive Officer,
Director
/s/ Michael A. Corbett Chief Financial Officer
Michael A. Corbett
/s/ Bob Marlowe Secretary, Treasurer
Bob Marlowe Chief Accounting Officer
Director
/s/ Richard L. Johnson Executive Vice President
Richard L. Johnson Director
/s/ Earl H. Sadler Director
Earl H. Sadler
/s/ Helen L. Moskovitz Director
Helen L. Moskovitz
<PAGE> 1
EXHIBIT 4.1
1991 STOCK OPTION PLAN
SECTION 1.
DEFINITIONS
As used in this Plan and all options granted hereunder, the following
definitions shall apply:
1.1. BOARD shall mean the Board of Directors of the Company.
1.2. CODE shall mean the Internal Revenue Code of 1986, as amended.
1.3. COMMITTEE shall mean a committee selected by the Board charged
with the administration of the Plan.
1.4. COMMON STOCK shall mean Common Stock of the Company, having no
par value.
1.5. COMPANY shall mean ShoLodge, Inc. a Tennessee corporation.
1.6. EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.
1.7. FAIR MARKET VALUE shall mean (i) the last price on any date for a
share of Common Stock as accurately reported by THE WALL STREET JOURNAL
under the NASDAQ Over-The-Counter Market, National Market Issues,
quotation system (or under any successor quotation system) or, if
Common Stock is no longer traded on the over-the-counter markets, the
closing price for a share of Common Stock as accurately reported by THE
WALL STREET JOURNAL under the quotation system which reports such
closing price or, if THE WALL STREET JOURNAL no longer reports such
price, such price as reported by a newspaper or trade journal selected
by the Committee or, if no such price is available on such date, (ii)
such price as so reported or so quoted in accordance with Section
1.7(i) for the immediately preceding business day or, if no newspaper
or trade journal reports such price or if no such price quotation is
available, (iii) the price which the Committee acting in good faith
determines through any reasonable valuation method that a share of
Common Stock might change hands between a willing buyer and a willing
seller, neither being under any compulsion to buy or to sell and both
having reasonable knowledge of the relevant facts.
1.8. ISO shall mean an Option granted under the Plan which meets the
requirements of an incentive stock option under Section 422 of the Code
and which is designated as an ISO by the Committee.
1.9. KEY EMPLOYEE shall mean a full time salaried employee of the
Company or any Subsidiary who, in the judgment of the Committee, in its
sole discretion, is instrumental to the success of the Company or a
Subsidiary.
1.10. NQSO shall mean an Option granted under the Plan which does not
meet the requirements of an incentive stock option under Section 422 of
the Code, and which is designated as an NQSO by the Committee.
1.11. OPTION shall mean a right to purchase Common Stock granted
pursuant to the Plan.
<PAGE> 2
1.12. OPTION AGREEMENT means the written agreement entered into
pursuant to this Plan through which an Option is granted to a Key
Employee.
1.13. OPTIONEE shall mean a Key Employee granted an Option under this
Plan.
1.14. OPTION PRICE shall mean the purchase price to be paid by an
Optionee for each share of Common Stock purchased under an Option,
determined in accordance with Section 7 of this Plan.
1.15. PARENT shall mean a parent corporation as defined in Section
424(e) and (g) of the Code.
1.16. PLAN shall mean the Stock Option Plan of 1991 of the Company.
1.17. STOCKHOLDER shall mean the holders of the outstanding shares of
the Company's Common Stock.
1.18. SUBSIDIARY shall mean a subsidiary corporation as defined in
Section 424(f) and (g) of the Code.
1.19. SUBSTANTIAL SHAREHOLDER means any person who owns, within the
meaning of Section 422 and Section 424 of the Code, more than ten
percent (10%) of the total combined voting power of all classes of
stock of the Company or of its Parent or any Subsidiary.
1.20. WILLFUL MISCONDUCT shall mean conduct in the course of a Key
Employee's employment which in the sole determination of the Committee
is materially detrimental to the interests of the Company and shall
include but not be limited to wrongful appropriation of funds or the
commission of any crime.
SECTION 2.
PURPOSE OF PLAN
The purpose of this Plan is to provide a means whereby the Company may,
through the grant of Options to Employees of the Company and of any Subsidiary,
attract and retain Key Employees (including officers and directors who are also
employees), encourage stock ownership in the Company by Key Employees, and
provide an incentive for such employees to exert their best efforts on behalf of
the Company and any Subsidiary.
SECTION 3.
SHARES AVAILABLE UNDER PLAN
Options may be granted under the Plan with respect to 370,000 shares of
Common Stock of the Company and all such shares shall be, and upon .adoption of
this Plan by the Board, are hereby, reserved for Options granted under the Plan
subject to adjustment as provided in Section 15 hereof. The shares issued upon
the exercise of Options granted under the Plan may be authorized and unissued
shares or shares held by the Company in its treasury. If any Option granted
under the Plan shall terminate, expire, or be cancelled as to any shares (not
including the surrender of an Option under Section 11), new Options may
thereafter be granted covering such shares.
<PAGE> 3
SECTION 4.
ELIGIBILITY
The persons eligible to participate in the Plan as recipients of
Options shall include only Key Employees.
SECTION 5.
ADMINISTRATION
The Plan shall be administered by a Committee appointed by the Board
and shall consist of three non-employee directors, all of whom are (and for at
least one year have been) ineligible to participate in the Plan, or any other
plan of the Company which provides for the acquisition by its participants of
shares of Common Stock, stock options or stock appreciation rights and in no
event shall include a person unless such person is a disinterested person within
the meaning of Rule 16b-3 of the Exchange Act. The Committee shall have full and
final authority in its discretion, but subject to the express provisions of the
Plan, to determine from time to time the individuals in the eligible group to
whom Options shall be granted and the number of shares to be covered by each
proposed Option; to determine the purchase price of the shares covered by each
Option and the time or times at which Options shall be granted; to interpret the
Plan; to make, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of the instruments by which Options shall be
evidenced; to take any action which may be taken only by a disinterested
administrator under Rule 16b-3 and to make all other determinations necessary or
advisable for the administration of the Plan.
SECTION 6.
GRANTING OF OPTIONS
From time to time the Committee shall select those Key Employees to
whom Options shall be granted and shall determine the number of shares to be
covered by each Option. In making any determination as to individuals to whom
Options shall be granted and as to the number of shares to be covered by such
Options, the Committee shall take into account the duties of the respective
individuals, their present and potential contributions to the success of the
Company, and such other factors as the Committee shall deem relevant in
accomplishing the purposes of the Plan. Each grant of an Option shall be
evidenced by an Option Agreement executed by the Key Employee and the Company
and such other instruments in such form as the Committee shall from time to time
approve, which instruments shall (i) comply with and include expressly or by
reference the terms and conditions set forth in the Plan, (ii) shall specify
whether the option is an ISO or NQSO; and (iii) may include such other
provisions not inconsistent with the provisions of the Plan as the Committee
shall deem advisable. The terms and conditions of Options granted to each
Optionee need not contain similar provisions. The recommendation or selection of
an employee as a participant in any grant of Options under the Plan shall not be
deemed to entitle the employee to such Option prior to the time when it shall be
granted by the Committee; and the granting of any Option under the Plan shall
not be deemed either to entitle such employee to, or to disqualify such employee
from, any participation in any other grant of Options under the Plan.
SECTION 7.
OPTION PRICE
The Option Price per share shall be determined by the Committee at the
time the Option is granted, and shall be not less than the greater of the
following:
(i) The Fair Market Value of Common Stock of the Company, upon
the date of the grant of the Option; and
<PAGE> 4
(ii) With respect to an ISO granted to a Substantial Shareholder,
110% of the Fair Market Value of the Common Stock upon the
date of the grant of the ISO.
SECTION 8.
OPTION PERIOD
Each Option Agreement shall specify the period for which the Option
thereunder is granted and shall provide that the Option shall expire at 'the end
of such period; provided that the Option Agreement shall provide that:
(i) The exercise of an Option shall not be permitted more than
ten (10) years after the date on which the Option is
granted.
(ii) In the case of a Substantial Shareholder, the exercise of an
ISO shall not be permitted more than five (5) years after
the date on which the Option is granted.
SECTION 9.
EXERCISE AND PAYMENT
9.1 EXERCISE. Exercise shall be made by the giving of written notice to
the Company by the Optionee. Such written notice shall be deemed sufficient for
this purpose only if delivered to the Company at its principal office by
personal delivery or by registered or certified mail, and only if such written
notice identifies the Option being exercised, states the number of shares with
respect to which the Option is being exercised and further states the date, not
more than thirty (30) days after the date of such notice, on which the payment
for such stock shall be made. The payment for shares of stock acquired pursuant
to the exercise of an Option shall be made at the principal office of the
Company or at any office of a transfer agent appointed for the shares of the
Common Stock of the Company. Upon the exercise of an Option, in compliance with
the provisions of this section, and upon the receipt by the Company or its
transfer agent of the payment for the stock so acquired, the Company shall
deliver or cause to be delivered to the Optionee so exercising his Option a
certificate or certificates for the number of shares of stock with respect to
which the Option is so exercised and payment is so made. The shares of stock
shall be registered in the name of the exercising Optionee or in such name
jointly with him as he may direct in the written notice of exercise referred to
in this paragraph, provided that in no event shall any shares of stock of the
Company be issued pursuant to the exercise of an Option until full payment
therefor (including payment of any taxes required to be withheld by the Company)
shall have been made as provided in Section 9.2 hereof, and not until the shares
have been issued shall the exercising Optionee have any of the rights of a
shareholder. All shares purchased upon the exercise of the Option as provided
herein shall be fully paid and non-assessable.
9.2 PAYMENT. The purchase price of the shares as to which an Option may
be exercised shall be payable in United States dollars in cash or by check to
the Company. The Optionee also shall pay in such medium to the Company an amount
determined by the Company for any applicable withholding taxes resulting from
the exercise of the Option. In the sole discretion of the Committee, an Optionee
may make such payments, in whole or in part, by exchange of shares of Common
Stock of the Company having an aggregate Fair Market Value, as of the date of
payment, equal to the aggregate exercise price for the Option exercised and the
<PAGE> 5
amount of any applicable withholding taxes. The Committee may for any reason
decline to accept payment of the purchase price and/or withholding taxes by
exchange of shares of Common Stock of the Company, or may impose such
limitations or restrictions on such payment as the Committee, in its sole
discretion, deems advisable.
SECTION 10.
EXERCISE IN EVENT OF TERMINATION OF EMPLOYMENT
10.1 GENERAL. If an Optionee's employment by the Company or a
Subsidiary shall terminate for any reason other than disability, as specified in
Section 10.4, death, or Willful Misconduct, he may exercise his Option, tr, the
extent that he may. be entitled to do so at the date of the termination of his
employment, at any time, or from time to time, within one month of the date of
termination of his employment, but in no event later than the expiration date
specified in the Option Agreement or one month after termination of employment,
whichever is earlier. Whether authorized leave of absence for military or
governmental service shall constitute termination of employment for purposes of
this Plan shall be determined by the Committee.
10.2 TERMINATION FOR MISCONDUCT. In the event an Optionee's employment
with the Company is terminated by reason of Willful Misconduct, all .Options
granted to the Optionee shall terminate as of the date of termination of
employment.
10.3 TERMINATION AS A RESULT OF DEATH. If an Optionee shall die (i)
while an employee of the Company or of a Subsidiary or (ii) within one month
after termination (other than by reason of Willful Misconduct) of his employment
with the Company or a Subsidiary, his Option may be exercised, to the extent
that the Optionee shall have been entitled to do so at the date of his
termination of employment, by the person or persons to whom the Optionee's
rights under the Option pass by will or applicable law, or if no such person has
such right, by his executors or administrators, at any time, or from time to
time, within one year after the date of the Optionee's death, but in no event
later than the expiration date specified in the Option Agreement or one year
after the Optionee's death, whichever is earlier.
10.4 TERMINATION AS A RESULT OF DISABILITY. If an Optionee's employment
with the Company is terminated because the Optionee is disabled (within tile
meaning of Section 22(e)(3) of the Code), the Optionee may exercise his option
in the manner provided in Section 10.1; provided that the one 1) month period
specified in Section 10.1 shall be one (1) year.
SECTION 11.
SURRENDER OF OPTIONS
11.1 GENERAL. The Committee acting in its absolute discretion may
incorporate a provision in an Option Agreement to allow an Optionee to surrender
his or her Option in whole or in part, in lieu of the exercise in whole or in
part of that Option, on any date that:
(i) the Fair Market Value of the Common Stock subject to such
Option exceeds the Option Price for such Common Stock, and
(ii) the Option to purchase such Common Stock is otherwise
exercisable.
11.2 PROCEDURE. The surrender of an Option in whole or in part shall be
effected by the delivery of the Option Agreement to the Committee (or to its
delegate) together with a statement signed by the Optionee which specifies the
number of shares of
<PAGE> 6
Common Stock as to which the Optionee surrenders his or her Option and how he or
she desires payment be made for such surrendered Option.
11.3 PAYMENT. An 0ptionee, in exchange for his or her surrendered
Option, shall receive a payment in cash or in Common Stock, or in a combination
of cash and Common Stock, equal in amount, on the date such surrender is
effected, to the excess of the Fair Market Value of the Common Stock underlying
the surrendered Options on such date over the Option Price for the surrendered
Option, less any applicable withholding taxes resulting from such surrender. The
Committee acting in its absolute discretion can approve or disapprove an
Optionee's request for payment in whole or in part in cash and can make that
payment in cash or in such combination of cash and Common Stock as the Committee
deems appropriate. A request for payment only in Common Stock shall be approved
and made in Common Stock to the extent payment can be made in whole shares of
Common Stock and (at the Committee's discretion) in cash in lieu of any
fractional share of Common Stock.
11.3 RESTRICTIONS. Any Option Agreement which incorporates a provision
to allow an Optionee to surrender his or her Option in whole or in part also
shall incorporate such additional restrictions on the exercise or surrender of
such Option as the Committee deems necessary to satisfy the conditions of Rule
16b-3 (or any successor exemption) to Section 16(b) of the Exchange Act.
SECTION 12.
NONTRANSFERABILITY
An Option shall not be assignable or transferable by the Optionee
except by will or by the laws of descent and distribution, and during the
lifetime of the Optionee the Option shall be exercisable only by the Optionee.
SECTION 13.
SECURITIES REQUIREMENTS
Each Option shall be subject to the requirement that if at any time the
Committee shall determine, in its discretion, that the listing, registration, or
qualification of the shares subject to the Option upon any securities exchange
or under any state or federal securities or other law or regulation, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition to or in connection with the granting of such Option or
the issue or purchase of shares thereunder, no such Option may be exercised or
paid in Common Stock in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee, and the holder of the Option
will supply the Company with such certificates, representations, and information
as the Company shall request and shall otherwise cooperate with the Company in
obtaining such listing, registration, qualification, consent or approval.
In the case of officers and other persons subject to Section 16(b) of
the Exchange Act, the Committee may at any time impose any limitations upon the
exercise of an Option which, in the Committee's discretion, are necessary or
desirable in order to comply with Section 16(b) and the rules and regulations
thereunder. If the Company, as part of an offering of securities or otherwise,
finds it desirable because of federal or state regulatory requirements to reduce
the period during which any Options may be exercised, the Committee may, in its
discretion and without the holders' consent, so reduce such period on not less
than fifteen (15) days' written notice to the holders thereof.
<PAGE> 7
SECTION 14.
DURATION OF PLAN
No Option shall be granted more than ten (10) years after the date of
the adoption of the Plan by the Board. Nothing contained herein, however, shall
terminate or affect the continued existence of rights created under Options
issued hereunder and outstanding on the expiration date of the Plan, which by
their terms extend beyond such date.
SECTION 15.
CAPITAL ADJUSTMENTS, REORGANIZATION AND LIQUIDATION
15.1 CAPITAL ADJUSTMENTS. The number of shares of Common Stock which
may be issued under the Plan, time number of shares reserved as stated in
Section 3 hereof, the number of shares issuable upon exercise of outstanding
Options under the Plan (as well as the Option Price per share under such
outstanding Options), and the Option Price limitations as set forth in Section
7, shall be adjusted, as may be deemed appropriate by the Committee, to reflect
any stock dividend, stock split, share combination, or similar change in
capitalization of the Company.
15.2 REORGANIZATION OR LIQUIDATION. The dissolution or liquidation of
the Company or a merger or consolidation in which the Company is not the
surviving corporation, shall cause each outstanding Option to terminate, unless
there is an express assumption of the Option by the surviving corporation. Any
outstanding Option may be exercised up to and including the date immediately
preceding such termination if it has not otherwise expired and if it is then
subject to exercise under the individual option grant. The Committee may, in its
discretion, change the terms of any outstanding Option solely to the extent
necessary to effect a substitution for or assumption of the Option in the event
of any merger, consolidation, acquisition of property or stock, separation,
reorganization, or liquidation.
15.3 COMMITTEE'S DISCRETION. To the extent that the foregoing
adjustments relate to stock or securities of the Company, such adjustments shall
be made by the Committee, whose determination in that respect shall be final,
binding and conclusive.
SECTION 16.
AMENDMENT OR DISCONTINUANCE OF PLAN
The Committee may from time to time, with respect to any Common Stock
on which Options have not then been granted, suspend or discontinue the Plan or
amend it in any respect whatsoever; provided, however, that no amendment shall
be made which (i) changes tile class of employees eligible to receive Options or
otherwise materially modifies (within the meaning of Section 16b-3 of the
Exchange Act) the requirements as to eligibility for participation in the Plan
or materially increases (within the meaning of Section 16b-3 of the Exchange
Act) the benefits accruing to Optionee under the Plan, (ii) increases the
maximum number of shares of Common Stock with respect to which Options may be
granted under the Plan,.(iii) changes the limitations on the Option Price, or
(iv) amends the provisions of Section 14 (Duration of Plan), without approval of
the Shareholders of the Company, which must comply with all the applicable
provisions of the corporate charter and by-laws, and the law of the state of
incorporation.
<PAGE> 8
SECTION 17.
INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as they may have as
members of the Board, each member of the Committee shall be indemnified by the
Company against all costs and expenses reasonably incurred by such member in
connection with any action, suit or proceeding to which he may be a party by
reason of any action taken or failure to act under or in connection with the
Plan, or any Option granted thereunder, and against all amounts paid by him in
settlement thereof (provided such settlement is approved by legal counsel
selected by the Company) or paid by him in satisfaction of a judgment in any
such action, suit or proceeding, except a judgment based upon a finding of bad
faith. Upon the institution of any such action, suit or proceeding, each
Committee member affected shall notify the Company in writing, giving the
Company an opportunity, at its own expense, to handle and defend the same before
the Committee member undertakes to handle it on his own behalf.
SECTION 18.
MISCELLANEOUS
18.1 APPLICATION OF FUNDS. The proceeds received by the Company from
the sale of Common Stock pursuant to Options granted under the Plan will be used
for general corporate purposes.
18.2 RIGHT TO RECEIVE OPTIONS. Neither the adoption of the Plan nor any
action of the Committee shall be deemed to give any person any right to be
granted an Option, or any other right hereunder, unless and until the Committee
shall have granted such person an Option, and then his rights shall be only such
as are prescribed in the instrument evidencing such Option.
18.3 RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any shares covered by his Option until the issuance
of a stock certificate to him for such shares. No adjustment shall be made for
dividends or other rights for which the record date is prior to the issuance of
such stock certificate, except as provided in Section 15.
18.4 NO OBLIGATION TO EXERCISE OPTION. The granting of an Option
shall impose no obligation upon the Optionee to exercise such Option.
18.5 WITHHOLDING. The exercise or surrender of any Option granted
pursuant to this Plan shall constitute the Optionees's full and complete consent
to whatever action the Committee directs to satisfy federal and state
withholding requirements, if any, including withholding under the Federal
Insurance Contribution Act and requirements for withholding from wages as the
Committee in its discretion deems applicable to such exercise or surrender.
18.6 APPROVAL BY SHAREHOLDERS. The Plan shall take effect upon adoption
by the Board and approval by the shareholders of the Company within twelve (12)
months after the Plan is adopted by the Board.
18.7 DISQUALIFYING DISPOSITIONS. If an Optionee disposes of shares of
Stock acquired upon exercise of an Incentive Option within two (2) years from
the date the Option is granted or within one (1) year after the issuance of such
shares to the Optionee, the Optionee shall notify the Company of such
disposition and provide information as to the date of disposition, sale price,
number of shares disposed of and any other information relating thereto which
the Company may reasonably request.
18.8 GOVERNING LAW. The validity and construction of the
Plan and any agreements thereunder shall be governed by the laws
of the State of Tennessee.
<PAGE> 9
18.9 MISCELLANEOUS PROVISIONS. Options granted under the Plan shall not
be affected by any change of employment among the Company and its Subsidiaries,
so long as the Optionee continues to be an employee of the Company or of any
Subsidiary. Nothing in the Plan shall be deemed to give any employee of the
Company or of a Subsidiary the right to be retained in employment by the Company
or a Subsidiary for any period of time, and no provision of the Plan or granting
of Options under the Plan shall be deemed to interfere with the right of the
Company or of a Subsidiary to terminate the employment of any Optionee at any
time without regard to the effect that such discharge will have on his rights,
if any, under the Plan or under any Option granted under the Plan.
<PAGE> 1
EXHIBIT 4.2
FIRST AMENDMENT TO
SHOLODGE, INC. 1991 STOCK OPTION PLAN
This First Amendment to the ShoLodge, Inc. 1991 Stock Option
Plan has been approved by the board of directors of ShoLodge,
Inc., as of April 30, 1996, and ratified by the shareholders of
ShoLodge, Inc. at the annual meeting of shareholders held on May
31, 1996.
The ShoLodge, Inc. 1991 Stock Option Plan is hereby amended to provide
that the total number of options that may be granted pursuant to Section 3 of
the Plan shall be increased to 900,000 shares, subject to adjustment as set
forth in the Plan.
Except as amended above, the Plan shall remain in full force and
effect.
IN WITNESS WHEREOF, this First Amendment to the ShoLodge, Inc. 1991
Stock Option Plan is adopted effective on the date of its ratification by the
shareholders of ShoLodge, Inc.
SHOLODGE. INC.
/s/ Bob Marlowe
By: Bob Marlowe
Its: Secretary & Treasurer
<PAGE> 1
EXHIBIT 4.3
SECOND AMENDMENT TO
SHOLODGE, INC. 1991 STOCK OPTION PLAN
This Second Amendment to the ShoLodge, Inc. 1991 Stock Option Plan
(the "Plan") has been approved by the board of directors of ShoLodge, Inc. and
ratified by the shareholders of ShoLodge, Inc. at the annual meeting of
shareholders held on May 30, 1997.
1. Section 5 of the Plan is hereby deleted in its entirety and
replaced with the following:
The Plan shall be administered by a Committee appointed by the Board
and shall consist of at least two directors. The Committee shall have full and
final authority in its discretion, but subject to the express provisions of the
Plan, to determine from time to time the individuals in the eligible group to
whom Options shall be granted and the purchase price of the shares covered by
each proposed Option; to determine the purchase price of the shares covered by
each Option and the time or times at which Options shall be granted; to
interpret the Plan; to make, amend and rescind rules and regulations relating to
the Plan; to determine the terms and provisions of the instruments by which
Options shall be evidenced; and to make all other determinations necessary or
advisable for the administration of the Plan.
2. Except as amended above, the Plan shall remain in full force
and effect.
IN WITNESS WHEREOF, this Second Amendment to the ShoLodge, Inc. 1991
Stock Options Plan is adopted effective on the date of its ratification by the
shareholders of ShoLodge, Inc.
SHOLODGE, INC.
/s/ Bob Marlowe
By: Bob Marlowe
Its: Secretary & Treasurer
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EXHIBIT 5.1
BOULT, CUMMINGS, CONNERS & BERRY, PLC
414 Union Street
Suite 1600
Nashville, Tennessee 37219
Telephone (615) 244-2582
June 20, 1997
ShoLodge, Inc.
217 West Main Street
Gallatin, Tennessee 37066
Gentlemen:
We have acted as counsel to ShoLodge, Inc. (The "Company") in
connection with the adoption of the First Amendment to the Company's 1991 Stock
Option Plan (the "Plan") pursuant to which the number of options that may be
granted under the Plan was increased from 616,667 to 900,000 (the "Options").
We have examined such corporate records and other documents and have
made such investigation of law as we deemed appropriate. Based on the above,
it is our opinion that:
1. The shares of common stock to be issued upon exercise of the
Options are validly authorized: and
2. assuming on the date of exercise (a) the shares so issuable are
validly authorized, (b) the agreements by which the Options are granted (i) will
have been duly executed, issued and delivered, (ii) will constitute the legal,
valid and binding obligations of the Company enforceable as to the Company in
accordance with their terms consistent with the terms of the Plan, (c) no change
will have occurred in the applicable law or pertinent facts, (d) the pertinent
provisions of applicable "blue-sky" and securities laws will have been complied
with and (e) the Options will have been exercised in accordance with their terms
consistent with the terms of the Plan, the shares of common stock so issuable
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 which the Company is filing with the
Securities and Exchange Commission for the purpose of registering the additional
shares under the Securities Act of 1933, as amended.
Very truly yours,
/s/ Boult, Cummings, Conners & Berry PLC
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
ShoLodge, Inc. on Form S-8 relating to the First Amendment to the 1991 Stock
Option Plan of our reports dated March 7, 1997 appearing in the Annual Report on
Form 10-K of ShoLodge, Inc. for the year ended December 29, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Nashville, Tennessee
June 23, 1997
