<PAGE>
As filed with the Securities and Exchange Commission on June 12, 2000
Registration Statement No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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, General Counsel and Secretary
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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price registration fee
----------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, 500,000 shares $30.125 $15,125,000 $3977
$.01 par value
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) of the Securities Act of 1933. This amount was
calculated based on the average of the high and low sales prices of the Common
Stock on the New York Stock Exchange on June 5, 2000.
================================================================================
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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.
2
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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, 1999; (ii) the Company's Quarterly
Report on 10-Q for the period ending March 31, 2000; (iii) the Company's Current
Report on Form 8-K filed May 2, 2000, 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 the 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., 165 Madison Avenue, Suite 1300,
Memphis, TN 38103, Attention: Secretary (telephone: 901-252-2000).
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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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 ("TCBA") 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 the Company's 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 Securities Act of 1933, in the opinion of the 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, as amended, 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
Commission, such indemnification is against public policy and, therefore,
unenforceable. The Partnership has purchased liability insurance for the
purposes of providing a source of funds to pay the indemnification described
above.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit No.
4.1 1995 Employee Stock Purchase and Loan Plan (filed as
an exhibit to Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-8,
File No. 333-78735).
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 by Form 8-K/A, filed with the
Commission on November 17, 1995, and incorporated by
reference herein).
4.3 Form of Promissory Note 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 by Form 8-K/A, filed with the Commission
on November 17, 1995, and incorporated by reference
herein)
4.4 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).
4.5 Amendment No. 2 to 1995 Employee Stock Purchase and
Loan Plan (filed as an Exhibit to the Company's
Registration Statement on Form S-8, File No.
333-78735, and incorporated by reference herein).
4.6 Amendment No. 3 to 1995 Employee Stock Purchase
and Loan Plan (filed as an Exhibit to the Company's
Quarterly report on Form 10-Q for the quarter ended
September 30, 1999, and incorporated by reference
herein).
4.7 Amendment No. 4 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).
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
of 1933;
(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)
II-3
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which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and
price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation
of Registration Fee" table in the effective
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 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 by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under
the Securities Act of 1933, 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 of 1933, 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 of 1933 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
Securities and Exchange 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-4
<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 12th day of June,
2000.
STORAGE USA, INC.
By: /s/ John W. McConomy
Name: John W. McConomy
Title: Executive Vice President,
General Counsel and Secretary
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 12, 2000. 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
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<S> <C>
/s/ Dean Jernigan Chairman of the Board, Chief Executive
-----------------------------------
Dean Jernigan Officer, President 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
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Howard P. Colhoun
/s/ Alan B. Graf, Jr. Director
-----------------------------------
Alan B. Graf, Jr.
/s/ Mark Jorgensen Director
-----------------------------------
Mark Jorgensen
/s/ John P. McCann Director
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John P. McCann
</TABLE>
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<TABLE>
<S> <C>
/s/ Caroline S. McBride Director
-----------------------------------
Caroline S. McBride
/s/ William D. Sanders Director
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William D. Sanders
/s/ Harry J. Thie Director
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Harry J. Thie
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description
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4.1 1995 Employee Stock Purchase and Loan Plan (filed as
an exhibit to Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-8, File
No. 333-78735).
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 Form of Promissory Note 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 by Form 8-K/A, filed with the Commission
on November 17, 1995, and incorporated by
reference herein)
4.4 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).
4.5 Amendment No. 2 to 1995 Employee Stock Purchase and
Loan Plan (filed as an Exhibit to the Company's
Registration Statement on Form S-8, File No.
333-78735, and incorporated by reference herein).
4.6 Amendment No. 3 to 1995 Employee Stock Purchase
and Loan Plan (filed as an Exhibit to the Company's
Quarterly report on Form 10-Q for the quarter ended
September 30, 1999, and incorporated by reference
herein).
4.7 Amendment No. 4 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).
