As filed with the Securities and Exchange Commission on February 19, 1999.
Registration Statement No. 333-72557
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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)
165 Madison Avenue
Suite 1300
Memphis, Tennessee 38103
(901) 252-2000
(Address of principal executive office, including zip code)
Storage USA, Inc. 1998 Non-Executive Employee Stock Option Plan
(Full title of the Plan)
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Mr. John W. McConomy
Executive Vice President
Storage USA, Inc.
165 Madison Avenue
Suite 1300
Memphis, Tennessee 38103
(901) 252-2000
(Name, address, including zip code, and telephone number including area code, of
agent for service)
Copy to:
Mr. Randall S. Parks
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8200
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<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is filed to include a corrected form
of the 1998 Non-Executive Employee Stock Option Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No.
4.1 1998 Non-Executive Employee Stock Option Plan.
5.1 Opinion of Hunton & Williams (as to the legality of the securities
being registered) (previously filed).
23.1 Consent of Hunton & Williams (included in the opinion filed as of
Exhibit 5.1 to the Registration Statement) (previously filed).
23.2 Consent of PricewaterhouseCoopers LLP (previously filed).
24.1 Power of Attorney (included on signature page) (previously filed).
<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 the City of Memphis, State of Tennessee on this 19th day of
February, 1999.
STORAGE USA, INC.
By: /s/ John W. McConomy
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John W. McConomy
Executive Vice President
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 February 3, 1999.
Signature Title & Capacity
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/s/ Dean Jernigan * Chairman of the Board, Chief Executive
- ------------------------------------
Dean Jernigan Officer and Director
(Principal Executive Officer)
/s/ Christopher P. Marr * Chief Financial Officer
- ------------------------------------
Christopher P. Marr (Principal Financial and
Accounting Officer)
/s/ C. Ronald Blankenship * Director
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C. Ronald Blankenship
/s/ Howard P. Colhoun * Director
- ------------------------------------
Howard P. Colhoun
/s/ Alan B. Graf, Jr. * Director
- ------------------------------------
Alan B. Graf, Jr.
/s/ Mark Jorgensen * Director
- ------------------------------------
Mark Jorgensen
/s/ John P. McCann * Director
- ------------------------------------
John P. McCann
<PAGE>
/s/ Caroline S. McBride * Director
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Caroline S. McBride
/s/ William D. Sanders * Director
- ------------------------------------
William D. Sanders
/s/ Harry J. Thie * Director
- ------------------------------------
Harry J. Thie
* By: /s/ John W. McConomy
- ------------------------------------
John W. McConomy
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 1998 Non-Executive Employee Stock Option Plan.
5.1 Opinion of Hunton & Williams (as to the legality of the
securities being registered) (previously filed).
23.1 Consent of Hunton & Williams (included in the opinion filed
as of Exhibit 5.1 to the Registration Statement)
(previously filed).
23.2 Consent of PricewaterhouseCoopers LLP (previously filed).
24.1 Power of Attorney (included on signature page) (previously
filed).
Exhibit 4.1
STORAGE USA, INC.
1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN
1. Purpose.
The purpose of the STORAGE USA, INC. 1998 NON-EXECUTIVE EMPLOYEE STOCK
OPTION PLAN (the "Plan") is to further the earnings of STORAGE USA, INC., a
Tennessee corporation, SUSA PARTNERSHIP, L.P., a Tennessee limited partnership,
and their subsidiaries, including any corporations, partnerships or other
business associations in which Storage USA, Inc. owns a 50% or greater economic
interest, (collectively, the "Company") by assisting the Company in attracting,
retaining and motivating employees of high caliber and potential. The Plan
provides for the award of long-term incentives to those employees who are not
officers or directors who make, in the sole discretion of the Company,
substantial contributions to the Company by their loyalty, industry and
invention.
2. Administration.
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Company's Board of Directors (the "Board of Directors").
Each Committee member shall be ineligible to receive awards under the Plan. The
Committee shall have full and final authority in its discretion to interpret the
provisions of the Plan and to decide all questions of fact arising in its
application. Subject to the provisions hereof, the Committee shall have full and
final authority in its discretion to determine the employees to whom awards
shall be made under the Plan; to determine the type of awards to be made and the
amount, size and terms and conditions of each such award; to determine the time
when awards shall be granted; to determine the provisions of each agreement
evidencing an award; and to make all other determinations necessary or advisable
for the administration of the Plan.
3. Stock Subject to the Plan.
The Company may grant awards under the Plan with respect to not more than
a total of 500,000 shares of $.01 par value common stock of the Company (the
"Shares") (subject, however, to adjustment as provided in paragraph 15, below).
Such Shares may be authorized and unissued Shares or treasury Shares. Except as
otherwise provided herein, any Shares subject to an option or right which for
any reason is surrendered before exercise or expires or is terminated
unexercised as to such Shares shall again be available for the granting of
awards under the Plan. Similarly, if any Shares granted pursuant to restricted
stock awards are forfeited, such forfeited Shares shall again be available for
the granting of awards under the Plan.
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4. Eligibility to Receive Awards.
Persons eligible to receive awards under the Plan shall be limited to
employees of the Company who are not officers or directors and who are selected
from time to time by the Committee.
5. Form of Awards.
Awards may be made from time to time by the Committee in the form of stock
options which qualify as incentive stock options ("Incentive Stock Options")
within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code") or options which are not intended to be so qualified
("Nonqualified Stock Options").
6. Stock Options.
Stock options for the purchase of Shares shall be evidenced by written
agreements in such form not inconsistent with the Plan as the Committee shall
approve from time to time. Such agreement shall contain the terms and conditions
applicable to the options, including in substance the following terms and
conditions:
(a) Option Type. Each option agreement shall identify the options
represented thereby as Incentive Stock Options or Nonqualified Stock
Options, as the case may be, and shall set forth the number of
Shares subject to the options.
(b) Option Price. The option exercise price to be paid by the optionee
to the Company for each Share purchased upon the exercise of an
option shall be determined by the Committee, but shall in no event
be less than the par value of a Share.
(c) Exercise Term. Each option agreement shall state the period or
periods of time within which the option may be exercised, in
whole or in part, as determined by the Committee and subject
to such terms and conditions as are prescribed for such
purpose by the Committee, provided that no option shall be
exercisable after ten years from the date of grant
thereof. The Committee, in its discretion, may provide in the
option agreement circumstances under which the option shall
become immediately exercisable, in whole or in part,
and, notwithstanding the foregoing, may accelerate the
exercisability of any option, in whole or in part, at any time.
(d) Payment for Shares. The purchase price of the Shares with respect
to which an option is exercised shall be payable in full at the time
of exercise in cash, Shares at fair market value, or a combination
thereof, as the Committee may determine and subject to such terms
and conditions as may be prescribed by the Committee for such
purpose. If the purchase price is paid by tendering Shares, the
Committee in its discretion may grant the optionee a new stock
option for the number of Shares used to pay the purchase price.
(e) Rights Upon Termination. In the event of Termination (as defined
below) of an optionee's status as an employee of the Company for any
cause other than death or Disability (as defined below), all
unexercised options shall terminate immediately unless the
Committee shall determine otherwise at the time of Termination.
(As used herein, "Termination" means, the cessation of the
grantee's employment by the Company for any reason, and
"Terminates" has the corresponding meaning. As used herein,
"Disability" means a condition that, in the judgment of the
Committee, has rendered a grantee completely and presumably
permanently unable to perform any and every duty of his regular
occupation, and "Disabled" has the corresponding meaning). In the
event that an optionee dies or becomes Disabled prior to the
expiration of his option and without having fully exercised his
option, the optionee or his Beneficiary (as defined below) shall
have the right to exercise the option during its term within a
period of one year after Termination due to death or Disability,
to the extent that the option was exercisable at the time of
Termination, or within such other period, and subject to such
terms and conditions, as may be specified by the Committee. (As
used herein, "Beneficiary" means the person or persons designated
in writing by the grantee as his Beneficiary with respect to an
award under the Plan; or, in the absence of an effective
designation or if the designated person or persons predecease the
grantee, the grantee's Beneficiary shall be the person or persons
who acquire by bequest or inheritance the grantee's rights in
respect of an award). In order to be effective, a grantee's
designation of a Beneficiary must be on file with the Committee
before the grantee's death, but any such designation may be
revoked and a new designation substituted therefor at any time
before the grantee's death.
7. General Restrictions.
Each award under the Plan shall be subject to the requirement that if at
any time the Company shall determine that (i) the listing, registration or
qualification of the Shares subject or related thereto upon any securities
exchange or under any state or federal law, or (ii) the consent or approval of
any regulatory body, or (iii) an agreement by the recipient of an award with
respect to the disposition of Shares, or (iv) the satisfaction of withholding
tax or other withholding liabilities is necessary or desirable as a condition of
or in connection with the granting of such award or the issuance or purchase of
Shares thereunder, such award shall not be consummated in whole or in part
unless such listing, registration, qualification, consent, approval, agreement,
or withholding shall have been effected or obtained free of any conditions not
acceptable to the Company. Any such restriction affecting an award shall not
extend the time within which the award may be exercised; and neither the Company
nor its directors or officers nor the Committee shall have any obligation or
liability to the grantee or to a Beneficiary with respect to any Shares with
respect to which an award shall lapse or with respect to which the grant,
issuance or purchase of Shares shall not be effected, because of any such
restriction.
8. Single or Multiple Agreements.
Multiple awards, multiple forms of awards, or combinations thereof may be
evidenced by a single agreement or multiple agreements, as determined by the
Committee.
9. Rights of the Shareholder.
The recipient of any award under the Plan, shall have no rights as a
shareholder with respect thereto unless and until certificates for Shares are
issued to him, and the issuance of Shares shall confer no retroactive right to
dividends.
10. Rights to Terminate.
Nothing in the Plan or in any agreement entered into pursuant to the Plan
shall confer upon any person the right to continue in the employment of the
Company or affect any right which the Company may have to terminate the
employment of such person.
11. Withholding.
(a) Prior to the issuance or transfer of Shares under the Plan, the
recipient shall remit to the Company an amount sufficient to
satisfy any federal, state or local withholding tax requirements.
The recipient may satisfy the withholding requirement in whole or
in part by electing to have the Company withhold Shares having a
value equal to the amount required to be withheld. The value of
the Shares to be withheld shall be the fair market value, as
determined by the Committee, of the stock on the date that the
amount of tax to be withheld is determined (the "Tax Date"). Such
election must be made prior to the Tax Date, must comply with all
applicable securities law and other legal requirements, as
interpreted by the Committee, and may not be made unless approved
by the Committee, in its discretion.
(b) Whenever payments to a grantee in respect of an award under the Plan
to be made in cash, such payments shall be net of the amount
necessary to satisfy any federal, state or local withholding tax
requirements.
12. Non-Assignability.
No award under the Plan shall be sold, assigned, transferred, exchanged,
pledged, hypothecated, or otherwise encumbered, other than by will or by the
laws of descent and distribution, or by such other means as the Committee may
approve. Except as otherwise provided herein, during the life of the recipient,
such award shall be exercisable only by such person or by such person's guardian
or legal representative.
13. Non-Uniform Determinations.
The Committee's determinations under the Plan (including without
limitation determinations of the persons to receive awards, the form, amount and
timing of such awards, the terms and provisions of such awards and the
agreements evidencing same, and the establishment of values and performance
targets) need not be uniform and may be made selectively among persons who
receive, or are eligible to receive, awards under the Plan, whether or not such
persons are similarly situated.
14. Change In Control Provisions.
(a) In the event of a Change in Control (as defined), but only if and to
the extent so determined by the Board of Directors at or after grant
(subject to any right of approval expressly reserved by the Board of
Directors at the time of such determination), any stock options
awarded under the Plan not previously exercisable and vested shall
become fully exercisable and vested.
(b) As used herein, the term "Change in Control" means the happening
after the date of this Plan of any of the following:
(i) The acquisition of the power to direct, or cause the direction
of, the management and policies of the Company by a person who
did not previously possess such power, acting alone or in
conjunction with others, whether through the ownership of
Shares, by contract or otherwise; or
(ii) The acquisition, directly or indirectly, of the power to vote
more than 20 percent of the outstanding Shares by any person
or by two or more persons acting together, except an
acquisition from the Company or by the Company, the Company's
management or a Company-sponsored employee benefit plan;
(iii) Provided, however, that customary agreements with or between
underwriters and selling group members with respect to a
bonafide public offering of Shares shall be disregarded for
purposes of this definition.
(c) As used in this paragraph 14, the term "person" means natural
person, corporation, partnership, joint venture, trust, government,
or instrumentality of a government.
15. Adjustments.
In the event of any change in the outstanding common stock of the Company,
by reason of a stock dividend or distribution, recapitalization, merger,
consolidation, reorganization, split-up, combination, exchange or Shares or the
like, the Board of Directors, in its discretion, may adjust proportionately the
number of Shares which may be issued under the Plan, the number of Shares
subject to outstanding awards, and the option exercise price of each outstanding
option, and may make such other changes in outstanding options and restricted
stock awards, as it deems equitable in its absolute discretion to prevent
dilution or enlargement of the rights of grantees, provided that any fractional
Shares resulting from such adjustments shall be eliminated.
16. Amendment.
The Board of Directors may terminate, amend, modify or suspend the Plan at
any time, except that the Board shall not, without the authorization of the
holders of a majority of Company's outstanding Shares, increase the maximum
number of Shares which may be issued under the Plan (other than increases
pursuant to paragraph 15 hereof), extend the last date on which awards may be
granted under the Plan, extend the date on which the Plan expires, change the
class of persons eligible to receive awards, or change the minimum option price.
No termination, modification, amendment or suspension of the Plan shall
adversely affect the rights of any grantee or Beneficiary under an award
previously granted, unless the grantee or Beneficiary shall consent; but it
shall be conclusively presumed that any adjustment pursuant to paragraph 15
hereof does not adversely affect any such right.
17. Effect on Other Plans.
Participation in this Plan shall not affect a grantee's eligibility to
participate in any other benefit or incentive plan of the Company. Any awards
made pursuant to this Plan shall not be used in determining the benefits
provided under any other plan of the Company unless specifically provided
therein.
18. Effective Date and Duration of the Plan.
The Plan shall become effective when adopted by the Board of Directors,
provided that the Plan is approved by the holders of a majority of the
outstanding Shares on the date of its adoption by the Board or before the first
anniversary of that date. Unless it is sooner terminated in accordance with
paragraph 16 hereof, the Plan shall remain in effect until all awards under the
Plan have been satisfied by the issuance of Shares or payment of cash or have
expired or otherwise terminated, but no award shall be granted more than ten
years after the earlier of the date the Plan is adopted by the Board of
Directors.
19. Unfunded Plan.
The Plan shall be unfunded, except to the extent otherwise provided in
accordance with Section 7 hereof. Neither the Company nor any affiliate shall be
required to segregate any assets that may be represented any award, and neither
the Company nor any affiliate shall be deemed to be a trustee of any amounts to
be paid under any award. Any liability of the Company or any affiliate to pay
any grantee or Beneficiary with respect to an option shall be based solely upon
any contractual obligations created pursuant to the provisions of the Plan; no
such obligations will be deemed to be secured by a pledge or encumbrance on any
property of the Company or an affiliate.
20. Governing Law.
The Plan shall be construed and its provisions enforced and administered
in accordance with the laws of the State of Tennessee except to the extent that
such laws may be superseded by any federal law.
DEEMED ADOPTED BY THE BOARD OF DIRECTORS OF STORAGE USA, INC. AS OF THE 4TH
DAY OF NOVEMBER, 1998.
By:
