<PAGE> 1
<TABLE>
<S> <C>
As filed with the Securities and Exchange Commission on January 8, 1997. Registration No. 333-_____
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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RFS HOTEL INVESTORS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TENNESSEE 62-1534743
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
889 RIDGE LAKE BOULEVARD, SUITE 100
MEMPHIS, TENNESSEE 38120
(901) 767-5154
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
RFS HOTEL INVESTORS, INC.
AMENDED AND RESTATED
1993 RESTRICTED STOCK
AND STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
-----------------
ROBERT M. SOLMSON
889 RIDGE LAKE BOULEVARD, SUITE 100
MEMPHIS, TENNESSEE 38120
(901) 767-5154
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
WITH A COPY TO:
DAVID C. WRIGHT, ESQ.
HUNTON & WILLIAMS
2000 RIVERVIEW TOWER
900 SOUTH GAY STREET
KNOXVILLE, TENNESSEE 37902
(423) 549-7700
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price Per Aggregate Offering Registration Fee
Registered Share Price
- -----------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Common Stock
$.01 par value 2,000,000 shares $19.3125 $38,625,000 $11,705
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</TABLE>
(*) ESTIMATED SOLELY FOR THE PURPOSE OF COMPUTING THE REGISTRATION FEE. THIS
AMOUNT WAS CALCULATED PURSUANT TO RULES 457(C) AND 457(H)(I) ON THE BASIS OF
$19.3125 PER SHARE, WHICH WAS THE AVERAGE OF THE HIGH AND LOW PRICES OF THE
COMMON STOCK ON THE NEW YORK STOCK EXCHANGE ON JANUARY 6, 1997 AS REPORTED IN
THE WALL STREET JOURNAL.
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<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by RFS Hotel Investors, Inc. (the
"Company") with the Commission (File No. 34-0-22164) are incorporated herein by
reference and made a part hereof: (i) the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995; (ii) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996; (iii) the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996; (iv) the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996; (v) the
description of the Common Stock contained in the Company's Registration
Statement on Form 8-A filed on July 30, 1993, under the Exchange Act, including
any reports filed under the Exchange Act for the purpose of updating such
description; (vi) the Company's Current Report on Form 8-K dated February 27,
1996 and filed with the Commission on March 14, 1996; (vii) the Company's
Current Report on Form 8-K dated June 21, 1996 and filed with the Commission on
July 8, 1996; (viii) the Company's Current Report on Form 8-K dated September 6,
1996 and filed with the Commission on September 16, 1996; (ix) the proxy
statement filed with the Commission on March 18, 1996 for the Company's annual
meeting of shareholders for 1996; and (x) the proxy statement filed with the
Commission on May 17, 1996 for the Company's special meeting of shareholders
held on June 21, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of the Prospectus and prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Prospectus and to be a part hereof from
the date of filing such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
<PAGE> 3
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Charter obligates the Company to indemnify and advance
expenses to present and former directors and officers to the maximum extent
permitted by Tennessee law. The Tennessee Business Corporation Act ("TBCA")
permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, settlements, penalties, fines or
reasonable expenses incurred with respect to a proceeding to which they may be
made a party by reason of their service in those or other capacities if (i) such
persons conducted themselves in good faith, (ii) they reasonably believed, in
the case of conduct in their official capacities with the corporation, that
their conduct was in its best interests and, in all other cases, that their
conduct was at least not opposed to its best interests, and (iii) in the case of
any criminal proceeding, they had no reasonable cause to believe that their
conduct was unlawful. The Company has entered into indemnification agreements
with its executive officers and directors providing for indemnification by the
Company of its executive officers and directors to the fullest extent permitted
by applicable law.
Any indemnification by the Company pursuant to the provisions of the
Charter or indemnification agreements described above shall be paid out of the
assets of the Company and shall not be recoverable from the shareholders. To the
extent that the foregoing indemnification provisions purport to include
indemnification for liabilities arising under the Securities Act of 1933, in the
opinion of the Commission such indemnification is contrary to public policy and
is, therefore, unenforceable.
The TBCA permits the charter of a Tennessee corporation to include a
provision eliminating or limiting the personal liability of its directors to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except that such provision cannot eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its shareholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law,
or (iii) for unlawful distributions that exceed what could have been distributed
without violating the TBCA or the corporation's charter. The Company's Charter
contains a provision eliminating the personal liability of its directors or
officers to the Company or its shareholders for money damages to the maximum
extent permitted by Tennessee law from time to time.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit No.
- -----------
3.1 Second Restated Charter of the Company (previously filed as Exhibit 4.1
to the Company's Registration Statement on Form S-3, [Registration
Statement No. 333-3307] and incorporated by reference hereto).
<PAGE> 4
3.2 Bylaws of the Company (previously filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-11 [Registration No. 33-63696] and
incorporated by reference hereto).
*5.1 Opinion of Hunton & Williams as to the legality of the securities being
registered.
*23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit
5.1 to this Registration Statement on Form S-8).
*23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on signature page).
- ------------------
* Filed herewith.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change in such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference into the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be
<PAGE> 5
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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
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 Securities
Act and will be governed by the final adjudication of such issue.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City of Memphis, State of Tennessee, on this 7th day of
January, 1997.
RFS HOTEL INVESTORS, INC.
By /s/ MINOR PERKINS
------------------------
Minor Perkins
President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Minor Perkins and Michael J. Pascal, or either of them his true and
lawful attorney-in-fact with full power of substitution and resubstitution, 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 or any related registration statement filed pursuant to Rule 462(b) of
the Securities Act of 1933 and to cause the same to be filed, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting to said attorneys-in-fact and agent, full
power and authority to do and perform each and every act and thing whatsoever
requisite or desirable to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all acts and things that said attorneys-in-fact and
agents, or their substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on this 7th day of January, 1997.
Signature Title
--------- -----
/s/ ROBERT M. SOLMSON Chairman of the Board
- --------------------------- (Principal Executive Officer)
Robert M. Solmson
/s/ MINOR PERKINS President
- ---------------------------
Minor Perkins
/s/ J. WILLIAM LOVELACE Executive Vice President
- ---------------------------
J. William Lovelace
/s/ MICHAEL J. PASCAL Secretary/Treasurer and Chief Financial
- --------------------------- Officer (Principal Accounting and Financial
Michael J. Pascal Officer)
/s/ H. LANCE FORSDICK, SR Director
- ---------------------------
H. Lance Forsdick, Sr.
<PAGE> 7
Director
- ---------------------------
Michael Starnes
Director
- ---------------------------
Harry J. Phillips, Sr.
Director
- ---------------------------
John Stokes
/s/ BRUCE E. CAMPBELL Director
- ---------------------------
Bruce E. Campbell
/s/ R. LEE JENKINS Director
- ---------------------------
R. Lee Jenkins
<PAGE> 8
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Second Restated Charter of the Company (previously filed as Exhibit 4.1
to the Company's Registration Statement on Form S-3, [Registration
Statement No. 333-3307] and incorporated by reference hereto).
3.2 Bylaws of the Company (previously filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-11 [Registration No. 33-63696] and
incorporated by reference hereto).
*5.1 Opinion of Hunton & Williams as to the legality of the securities being
registered.
*23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit
5.1 to this Registration Statement on Form S-8).
*23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included on signature page).
- -----------------
Filed herewith.
<PAGE> 1
EXHIBIT 5.1
Hunton & Williams
Post Office Box 951
Knoxville, Tennessee 37901
900 South Gay Street
Knoxville, Tennessee 37902
Telephone (423) 549-7700
Telecopier (423) 549-7704
January 8, 1997
RFS Hotel Investors, Inc.
889 Ridge Lake Boulevard
Suite 100
Memphis, Tennessee 38120
Gentlemen:
We have acted as counsel for RFS Hotel Investors, Inc., a Tennessee
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") dated January 8, 1997 and filed under
the Securities Act of 1933, as amended, with respect to up to 2,000,000 shares
of the Company's common stock, $.01 par value (the "Plan Shares") in connection
with the Company's Amended and Restated 1993 Restricted Stock and Stock Option
Plan (the "Plan") as referenced in the Registration Statement.
In connection therewith, we have relied upon, among other things, our
examination of such documents, records of the Company, certificates of its
officers and public officials, as we have deemed necessary for purposes of the
opinion expressed below.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:
1. The Company is duly incorporated, validly existing and in good
standing under the laws of the State of Tennessee.
2. The Plan Shares covered by the Registration Statement have been
validly authorized and, upon issuance and sale as described in the
Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Hunton & Williams
<PAGE> 1
Exhibit 23.2
CONSENTS OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
RFS Hotel Investors, Inc. on Form S-8 of our report dated January 19, 1996,
except as to Note 11 for which the date is February 27, 1996, on our audits of
the consolidated financial statements and financial statement schedules of RFS
Hotel Investors, Inc. as of December 31, 1995 and 1994 and for the years ended
December 31, 1995 and 1994 and for the period August 13, 1993 (inception of
operations) through December 31, 1993, and our report dated February 2, 1996,
except as to Note 13 for which the date is February 27, 1996, on our audits of
the financial statements of RFS, Inc. as of December 31, 1995 and 1994 and for
each of the three years in the period ended December 31, 1995, which reports
are included in RFS Hotel Investors, Inc.'s 1995 Annual Report on Form 10-K
incorporated by reference herein.
Coopers & Lybrand L.L.P.
Memphis, Tennessee
January 8, 1997
