As filed with the Securities and Exchange Commission on June 14, 1999.
REGISTRATION STATEMENT NO. 333-78735
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
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. 1995 EMPLOYEE STOCK PURCHASE AND LOAN PLAN
(Full title of the Plan)
----------------------
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>
ITEM 8. EXHIBITS.
Exhibit No.
4.1 1995 Employee Stock Purchase and Loan Plan.
4.2 Form of Stock Purchase Agreement in connection with the 1995
Employee Stock Purchase and Loan Plan (filed as an Exhibit to
the Company's current report on Form 8-K, as amended to Form
8-K/A, filed with the Commission on November 17, 1995, and
incorporated by reference herein).
4.3 Amendment No. 1 to 1995 Employee Stock Purchase and Loan Plan
(filed as an Exhibit to the Company's Registration Statement on
Form S-8, File No. 333-29753, and incorporated by reference
herein).
4.4* Amendment No. 2 to 1995 Employee Stock Purchase and Loan 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 5.1 to the Registration Statement).
23.2* Consent of PricewaterhouseCoopers LLP.
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 11th day of June,
1999.
STORAGE USA, INC.
By: /s/ John W. McConomy
------------------------------
Name: John W. McConomy
Title: Executive Vice President and
GeneralCounsel
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 11, 1999. Each of the undersigned officers and
directors of the registrant hereby constitutes Christopher P. Marr, John W.
McConomy 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.
<TABLE>
<CAPTION>
Signature Title & Capacity
<S> <C>
/s/ Dean Jernigan* Chairman of the Board, Chief Executive
--------------------------------- Officer and Director
Dean Jernigan (Principal Executive Officer)
/s/ Christopher P. Marr* Chief Financial Officer
--------------------------------- (Principal Financial and Accounting Officer)
Christopher P. Marr
/s/ C. Ronald Blankenship* Director
---------------------------------
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
/s/ Caroline S. McBride* Director
---------------------------------
Caroline S. McBride
<PAGE>
/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
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 1995 Employee Stock Purchase and Loan Plan.
4.2 Form of Stock Purchase Agreement in connection with
the 1995 Employee Stock Purchase and Loan Plan (filed
as an Exhibit to the Company's current report on Form
8-K, as amended to Form 8-K/A, filed with the
Commission on November 17, 1995, and incorporated by
reference herein).
4.3 Amendment No. 1 to 1995 Employee Stock Purchase
and Loan Plan (filed as an Exhibit to the Company's
Registration Statement on Form S-8, File No.
333-29753, and incorporated by reference herein).
4.4* Amendment No. 2 to 1995 Employee Stock Purchase and
Loan 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 5.1 to the Registration
Statement).
23.2* Consent of PricewaterhouseCoopers LLP.
24.1* Power of Attorney (included on signature page).
------------------------
* Previously filed.
EXHIBIT 4.1
STORAGE USA, INC.
1995 EMPLOYEE STOCK PURCHASE AND LOAN PLAN
ARTICLE I
DEFINITIONS
1.01. Affiliate means any "subsidiary" or "parent corporation" (within
the meaning of Section 425 of the Code) of the Company.
1.02. Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant pursuant to which the
Participant agrees to purchase Common Stock pursuant to this Plan.
1.03. Board means the Board of Directors of the Company.
1.04. Code means the Internal Revenue Code of 1986, as amended.
1.05. Committee means the Compensation Committee of the Board.
1.06 Common Stock means the common stock of the Company.
1.07 Company means Storage USA, Inc.
1.08 Escrow Agreement means a written agreement (including any
amendment or supplement thereto) between the Company, a Participant and an
escrow agent effecting the escrow contemplated by Article XIII.
1.09. Fair Market Value means, on any given date, the closing sale
price of the Common Stock on the NYSE on such date, or, if the NYSE shall be
closed on such date, the next preceding date on which the NYSE shall have been
open.
1.10. Good Faith Loan Value means "good faith loan value" as defined in
Section 207.2(e) of Regulation G of the Board of Governors of the Federal
Reserve System, 12 CFR 207.2(e).
1.11. Note means the Participant's promissory note evidencing his
obligation to pay for Common Stock as provided in Section 7.01.
1.12. Note Year means any period of one year beginning with the date of
the Note or any anniversary of such date.
1.13. NYSE means the New York Stock Exchange.
<PAGE>
1.14. Participant means an employee of the Company or of an Affiliate
who satisfies the requirements of Article IV and is selected by the Committee to
participate in the Plan.
1.15. Plan means the Storage USA, Inc. 1995 Employee Stock Purchase and
Loan Plan.
1.16. Plan Documents means the Plan, the Note, the Agreement and the
Escrow Agreement.
1.17. Pledged Shares means all shares of Common Stock which at the time
of determination are pledged to secure the Note.
ARTICLE II
PURPOSES
The Plan is intended to assist the Company in recruiting and retaining
key employees with ability and initiative by enabling employees who contribute
significantly to the Company or an Affiliate to participate in its future
success and to associate their interests with those of the Company and its
shareholders through the purchase of Common Stock. The proceeds received by the
Company from the sale of Common Stock pursuant to this Plan shall be used for
general corporate purposes.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall
have authority to sell Common Stock to Participants upon such terms (not
inconsistent with the provisions of this Plan) as the Committee may consider
appropriate. Such terms may include, but are not limited to, conditions (in
addition to those contained in this Plan) relating to the obligation of a
Participant to sell, or of the Company to purchase, Common Stock upon the
Participant's termination of employment with the Company and its Affiliates or
upon the Participant's death. In addition, the Committee shall have complete
authority to interpret all provisions of this Plan; to prescribe the form of
Agreements; to adopt, amend, and rescind rules and regulations pertaining to the
administration of the Plan; and to make all other determinations necessary or
advisable for the administration of this Plan. The express grant in the Plan of
any specific power to the Committee shall not be construed as limiting any power
or authority of the Committee. Any decision made, or action taken, by the
Committee or in connection with the administration of this Plan shall be final
and conclusive. No member of the Committee shall be liable for any act done in
good faith with respect to this Plan or any Agreement. All expenses of
administering this Plan shall be borne by the Company.
<PAGE>
ARTICLE IV
ELIGIBILITY
4.01. General. Any officer of the Company or of any Affiliate
(including any corporation that becomes an Affiliate after the adoption of this
Plan) who is selected by the Committee may purchase Common Stock pursuant to
this Plan. A person who is a member of the Committee may not participate in this
Plan.
4.02. Offers. The Committee will specify the number of shares of Common
Stock that each Participant may purchase under this Plan and the terms and
conditions of each purchase. In determining the number of shares of Common Stock
that each Participant may purchase, the Committee shall take into account the
Fair Market Value of the Common Stock. Each sale of Common Stock under this Plan
shall be evidenced by an Agreement which shall be subject to applicable
provisions of this Plan and to such other provisions not inconsistent with this
Plan as the Committee may approve for the particular sale transaction.
ARTICLE V
NUMBER OF SHARES AVAILABLE FOR PURCHASE
The maximum aggregate number of shares of Common Stock that may be
issued under this Plan is 400,000 subject to adjustment as provided in Article
VIII.
ARTICLE VI
PURCHASE PRICE
The price per share for Common Stock purchased by a Participant under
this Plan shall be the Fair Market Value on the date the Participant executes
and delivers an Agreement.
ARTICLE VII
PAYMENT OF PURCHASE PRICE
7.01. Payment. At the option of the Participant, payment of the
purchase price of Common Stock required under this Plan shall be made in full in
cash or a cash equivalent acceptable to the Committee, at the time of execution
and delivery of the Participant's Agreement, or by delivery to the Company of a
Note in principal amount equal to the purchase price of the shares covered by
the Agreement, less any partial cash payment made at the time of execution and
delivery, or for the full purchase price if no such partial cash payment is
made, provided that the initial principal amount of the Note may in no event
exceed the Good Faith Loan Value of such Common Stock.
7.02. Terms of Note. Each Note shall be in substantially the form of
Exhibit 1 hereto, with such variations conforming to this paragraph as shall be
appropriate under the circumstances. Each Note shall be executed and delivered
by the Participant and the Participant's spouse, if any; shall be due and
payable seven years after the date of purchase; shall bear interest payable
quarterly on the first day of each February, May, August and November; and shall
be secured by a pledge of all Common Stock purchased by the Participant pursuant
to the Plan. In the discretion of the Committee and on such terms and conditions
as it may specify, Pledged Shares may be released from such pledge, provided
that such release shall not cause the principal amount of the Note then
outstanding to exceed the Good Faith Loan Value of the remaining Pledged Shares.
<PAGE>
7.03. Shareholder Rights in Pledged Shares. Until a default under the
Note, all Pledged Shares shall be registered in the Participant's name and the
Participant shall have all rights of a shareholder of the Company with respect
to such Pledged Shares.
7.04. Dividends on Pledged Shares. The Participant shall agree to remit
to the Company all dividends paid on the Pledged Shares, to be applied first
towards payment of interest on the Note accrued to the dividend payment date,
and then towards reduction of principal of the Note. Any balance of any applied
dividend payment remaining after prepayment of the Note in full shall be
delivered to the Participant.
7.05. Effect of Prepayment of Note. During the first two Note Years, no
partial prepayment of the Note shall be deemed payment in full of the purchase
price of any Common Stock purchased pursuant to this Plan, entitling the
Participant to release of any Pledged Shares from the pledge thereof securing
the Note, but each such prepayment shall be deemed a pro rata partial payment of
the purchase price of all such Common Stock. A partial prepayment after the
second Note Year which is attributable to a source other than dividend payments
remitted pursuant to Section 7.04 may at the discretion of the Participant be
deemed payment in full for the number of whole Pledged Shares obtained by
dividing the amount of such prepayment allocable to reduction of principal of
the Note by the quotient of division of the principal amount of the Note
outstanding before giving effect to such prepayment by the number of Pledged
Shares, and at the request of the Participant, Pledged Shares deemed paid for in
full shall be released from pledge, but only if the principal amount of the Note
then outstanding will not exceed the Good Faith Loan Value of the remaining
Pledged Shares.
ARTICLE VIII
ADJUSTMENT UPON CHANGE IN COMMON STOCK
Should the Company effect one or more stock dividends, stock split-ups,
subdivisions or consolidations of shares or other similar changes in
capitalization, then this Plan shall continue to apply to the number and kind of
securities which a holder of the number of shares of Common Stock then subject
to this Plan immediately before the effective time of such change in
capitalization would hold immediately thereafter.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, this
Plan.
<PAGE>
ARTICLE IX
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Common Stock shall be issued, no certificates for shares of Common
Stock shall be delivered, and no payment shall be made under this Plan except in
compliance with all applicable federal and state laws and regulations
(including, without limitation, withholding tax requirements) and the rules of
all domestic stock exchanges on which the Company shares may be listed. The
Company shall have the right to rely on an opinion of its counsel as to such
compliance. Any share certificate issued to evidence Common Stock purchased
under this Plan may bear such legends and statements as the Committee may deem
advisable to assure compliance with federal and state laws and regulations. No
Common Stock shall be issued, no certificate for shares shall be delivered, and
no payment shall be made under this Plan until the Company has obtained such
consent or approval as the Committee may deem advisable from regulatory bodies
having jurisdiction over such matters.
ARTICLE X
GENERAL PROVISIONS
8.01. Effect on Employment. Neither the adoption of this Plan, its
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any individual any right to continue in the employ of
the Company or an Affiliate or in any way affect any right and power of the
Company or an Affiliate to terminate the employment of any employee at any time
with or without assigning a reason therefor.
8.02. Unfunded Plan. The Plan shall be unfunded and the Company shall
not be required to segregate any assets at any time for purposes of this Plan.
Any liability of the Company to any person under this Plan shall be based solely
upon any contractual obligations that may be created pursuant to this Plan. No
such obligation of the Company shall be deemed to be secured by any pledge of,
or other encumbrance on, any property of the Company.
8.03. Rules of Construction. Headings are given to the articles and
sections of this Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.
<PAGE>
ARTICLE XI
AMENDMENT
The Board may amend from time to time or terminate this Plan; provided,
however, that no amendment may become effective until shareholder approval is
obtained if the amendment (i) increases the aggregate number of shares of Common
Stock that may be sold pursuant to this Plan or (ii) changes the class of
individuals eligible to become Participants.
ARTICLE XII
DURATION OF PLAN
No Common Stock may be sold under this Plan after May 3, 2005.
ARTICLE XIII
EFFECTIVE DATE OF PLAN
The Plan shall be effective upon its approval by the affirmative vote
of a majority of the shares present or represented, and entitled to vote at a
duly held meeting of the Company's shareholders.
