As filed with the Securities and Exchange Commission on June 20, 1997
Registration Statement No. 333-____________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------
STORAGE USA, INC.
(Exact name of Registrant as specified in its Charter)
Tennessee 62-1251239
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
10440 Little Patuxent Parkway, Suite 1100
Columbia, Maryland 21044
(410) 730-9500
(Address of principal executive office, including
zip code and telephone number)
STORAGE USA, INC. 1993 OMNIBUS
STOCK PLAN
(Full title of the Plan)
--------------------
Mr. Dean Jernigan
Chairman and Chief Executive Officer
Storage USA, Inc.
10440 Little Patuxent Parkway, Suite 1100
Columbia, Maryland 21044
(410) 730-9500
(Name, address and telephone number including, area code, of agent for service)
With a copy to:
Mr. Randall S. Parks
Hunton & Williams
Riverfront Plaza - East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
804-788-8200
<TABLE>
<CAPTION>
<S> <C>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
- -------------------------------------------------------------------------------------------------------------------
Common Stock, no par 1,000,000 $39,810,000 $39.81 $12,063.64
value
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
This amount was calculated based on the average of the high and low sales prices
of the Common Stock as reported on the New York Stock Exchange on June 19, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Storage USA, Inc. ("the Company") with
the Commission (Commission File No. 001-12910) under the Exchange Act are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report on
Form 10-K for the period ended December 31, 1996, as amended by Form 10-K/A
filed April 3, 1997; (ii) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 filed April 15, 1997; (iii) the Company's Current
Report on Form 8-K filed on February 18, 1997, the Company's Current Report on
Form 8-K filed March 14, 1997, and Company's Current Report on Form 8-K filed on
March 27, 1997, the Company's Current Report on Form 8-K filed May 28, 1997 and
the Company's Current Report on Form 8-K filed May 30, 1997 and (iv) the
description of the Common Stock contained in the Company's Registration
Statement on Form 8-A filed on March 15, 1994, under the Exchange Act, including
any reports filed under the Exchange Act for the purpose of updating such
description. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
of all of the Common Stock shall be deemed to be incorporated by reference
herein.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document, as the case may
be, which also is or is 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
Prospectus.
The Company will provide on request and without charge to each person
to whom this Prospectus is delivered a copy (without exhibits) of any or all
documents incorporated by reference into this Prospectus. Requests for such
copies should be directed to Storage USA, Inc., 10440 Little Patuxent Parkway,
Suite 1100, Columbia, Maryland 21044, Attention: Secretary (telephone
401/730-9500).
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Charter obligates it 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 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.
Any indemnification by the Company pursuant to the provisions of the
Charter 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
II-1
<PAGE>
Securities Act of 1933, in the opinion of the Securities and Exchange Commission
such indemnification is contrary to public policy and, therefore, unenforceable.
The Company has purchased director and officer liability insurance for the
purpose of providing a source of funds to pay any indemnification described
above.
The TCBA 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.
The Second Amended and Restated Agreement of Limited Partnership of the
Partnership provides, generally, for the indemnification of an "indemnitee"
against losses, claims, damages, liabilities, judgments, fines, settlements and
other amounts (including reasonable expenses) that relate to the operations of
the Partnership unless it is established that (i) the act or omission of the
Indemnitee was material and either was committed in bad faith or pursuant to
active and deliberate dishonesty, (ii) the Indemnitee actually received an
improper personal benefit in money, property or services, or (iii) in the case
of any criminal proceeding, the Indemnitee had reasonable cause to believe that
the act or omission was unlawful. For this purpose, the term "Indemnitee"
includes any person made a party to a proceeding by reason of his status as a
director or officer of the Partnership, SUSA Management, Inc. or the Company,
and such other persons (including affiliates of the Company or the Partnership)
as the Company, may designate from time to time in its discretion. Any such
indemnification will be made only out of assets of the Partnership, and in no
event may an Indemnitee subject the limited partners of the Partnership to
personal liability by reason of the indemnification provisions in the
Partnership Agreement. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted pursuant to the foregoing provisions
or otherwise, the Partnership has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy and, therefore, unenforceable. The Partnership has purchased liability
insurance for the purpose of providing a source of funds to pay the
indemnification described above.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Exhibit
- ----------- -------
4.1 1993 Omnibus Stock Plan (incorporated herein by reference to
the Company's Registration Statement on Form S-11, File No.
33-74072, as amended).
4.2 Amendment No. 2 to 1993 Omnibus Stock Plan.
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 to the Registration Statement).
23.2 Consent of Coopers & Lybrand, L.L.P.
II-2
<PAGE>
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; and
(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 (i) and (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 or furnished to the Commission by the Registrant pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by reference
herein.
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 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.
II-3
<PAGE>
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 Danville, Virginia, on this 20th day of June, 1997.
STORAGE USA, INC.
(Registrant)
By: /s/ Christopher P. Marr
-----------------------
Senior Vice President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 20, 1997. Each of the undersigned officers and
directors of the registrant hereby constitutes Christopher P. Marr and Randall
S. Parks, any of whom may act, his true and lawful attorneys-in-fact with full
power to sign for him and in his name in the capacities indicated below and to
file any and all amendments to the registration statement filed herewith, making
such changes in the registration statement as the registrant deems appropriate,
and generally to do all such things in his name and behalf in his capacity as an
officer and director to enable the registrant to comply with the provisions of
the Securities Act of 1933 and all requirements of the Securities and Exchange
Commission.
Signature Title & Capacity
--------- ----------------
/s/ Dean Jernigan Chairman of the Board, Chief Executive
- --------------------------- Officer and Director
Dean Jernigan (Principal Executive Officer)
Director
- ---------------------------
Howard P. Colhoun
/s/ Mark Jorgensen Director
- ---------------------------
Mark Jorgensen
/s/ Caroline S. McBride Director
- ---------------------------
Caroline S. McBride
/s/ John P. McCann Director
- ---------------------------
John P. McCann
/s/ J. Marshall Peck Director
- ---------------------------
J. Marshall Peck
/s/ Dennis A. Reeve Director
- ---------------------------
Dennis A. Reeve
Director
- ---------------------------
William D. Sanders
/s/ Harry J. Thie Director
- ---------------------------
Harry J. Thie
II-4
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
4.1 1993 Omnibus Stock Plan (incorporated herein
by reference to the Company's Registraton
Statement on Form S-11, File No. 33-74072,
as amended).
4.2 Amendment No. 2 to 1993 Omnibus Stock Plan.
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 to the
Registration Statement).
23.2 Consent of Coopers & Lybrand, L.L.P.
Exhibit 4.2
STORAGE USA, INC.
AMENDMENT NO. 2 TO
1993 OMNIBUS STOCK PLAN
This Amendment No. 2, dated as of May 7, 1997, to the Storage USA,
Inc. 1993 Omnibus Stock Plan recites and provides as follows:
A. At a meeting held on May 7, 1997, the Board of Directors of
Storage USA, Inc. (the "Company") determined to amend the Company's 1993 Omnibus
Stock Plan (the "Plan") to increase the number of shares of the Company's common
stock, par value $.01 per share ("Common Stock"), issuable thereunder from
1,000,000 to 2,000,000 and to submit such amendment to the shareholders of the
Company at the annual meeting to be held May 7, 1997 (the "Annual Meeting"),
pursuant to paragraph 19 of the Plan.
B. At the Annual Meeting, the holders of a majority of the
Company's outstanding shares of Common Stock approved the amendment to the Plan.
NOW, THEREFORE, the first sentence of paragraph 3 of the Plan is
struck out and the following substituted therefor:
The Company may grant awards under the Plan with respect to
not more than a total of 2,000,000 shares of $.01 par value common
stock of the Company (the "Shares") (subject, however, to
adjustment as provided in paragraph 18, below).
IN WITNESS WHEREOF, the Company has caused this Amendment No. 2 to
be executed as of the date first above written.
STORAGE USA, INC.
By: /s/ Christopher P. Marr
-----------------------
Christopher P. Marr
Senior Vice President
Exhibit 5.1
HUNTON & WILLIAMS
951 East Byrd Street
Riverfront Plaza
Richmond, Virginia 23229
FILE NO.: 21449.165
DIRECT DIAL: (804) 788-7375
June 20, 1997
Board of Directors
Storage USA, Inc.
10440 Little Patuxent Parkway
Suite 1100
Columbia, Maryland 21044
Registration Statement on Form S-8
Storage USA, Inc.
1993 Omnibus Stock Plan
Ladies and Gentlemen:
We are acting as counsel for Storage USA, Inc. (the "Company") in
connection with its registration under the Securities Act of 1933 of 1,000,000
shares of its common stock (the "Shares") which are proposed to be offered and
sold as described in the Company's Registration Statement on Form S-8 for the
1993 Omnibus Stock Plan of Storage USA, Inc. (the "Registration Statement") to
be filed today with the Securities and Exchange Commission (the "Commission").
In rendering this opinion, we have relied upon, among other
things, our examination of such records of the Company and certificates of its
officers and of public officials as we have deemed necessary.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Tennessee.
2. The Shares have been duly authorized and, when the Shares have
been offered and sold as described in the Registration Statement, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement.
Very truly yours,
Hunton & Williams
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Storage USA, Inc. of (1) our report dated January 29,
1997, except for Note 14, as to which the date is March 17, 1997, on our audit
of the consolidated financial statements of Storage USA, Inc. (the "Company") as
of December 31, 1996 and 1995, and for the years ended December 31, 1996 and
1995 for the period from March 24, 1994 (inception) through December 31, 1994,
and the combined results of Storage USA, Inc. (the "Predecessor") for the period
from January 1, 1994 through March 23, 1994, which report is incorporated by
reference in the Company's 1996 Form 10-K, as amended by Form 10-K/A-1; (2) our
report dated January 29, 1997, on our audit of the financial statement schedule
of Storage USA, Inc. as of December 31, 1996, which report is included in the
Company's 1996 Form 10-K, as amended by Form 10-K/A-1; (3) our report dated
February 13, 1997, on our audits of the Historical Summaries of Combined Gross
Revenue and Direct Operating Expenses for certain self-storage facilities for
the year ended December 31, 1995, which report is included in the Company's Form
8-K/A dated February 18, 1997; and (4) our report dated May 28, 1997, on our
audits of the Historical Summaries of Combined Gross Revenue and Direct
Operating Expenses for certain self-storage facilities for the year ended
December 31, 1996, which report is included in the Company's Form 8-K dated May
28, 1997.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
June 19, 1997
