As filed with the Securities and Exchange Commission on December 19, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------
JAMESON INNS, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-2079583
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8 Perimeter Center East, Suite 8050
Atlanta, Georgia 30346-1603
(Address, including zip code, of principal executive offices)
---------------
JAMESON 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
---------------
Steven A. Curlee
Jameson Inns, Inc.
8 Perimeter Center East, Suite 8050
Atlanta, Georgia 30346-1603
(770) 901-9020
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Lynnwood R. Moore, Jr.
Conner & Winters, A Professional Corporation
2400 First Place Tower
15 E. 5th Street
Tulsa, Oklahoma 74103
(918) 586-5711
--------------
CALCULATION OF REGISTRATION FEE
Title of securities Amount Proposed maximum Proposed maximum
to be registered to be registered offering price aggregate
per share(1) offering price(1)
Common Stock, par 500,000 shares $ 11.625 $ 5,812,500.00
value $.10 per
share
Amount of
Registration fee
$ 1,714.69
(1) Solely for the purpose of calculating the registration fee pursuant to Rule
457(h) on the basis of the average of the high and low prices for the Common
Stock on The Nasdaq Stock Market on December 12, 1997.
-1-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Information by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated in this Registration Statement by
reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(2) The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1997, June 30, 1997 and September 30, 1997;
(3) The Registrant's Current Report on Form 8-K filed March 7, 1997; and
(4) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission
on January 19, 1994.
In addition, all documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement.
Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the issuance of the Common Stock
registered hereby will be passed upon by Conner & Winters, A Professional
Corporation ("Conner & Winters"), Tulsa, Oklahoma.
Item 6. Indemnification of Directors and Officers.
Under Sections 14-2-851 through 14-2-857 of the Official Code of
Georgia Annotated (the "Code"), a corporation is permitted, and in certain
instances required, to indemnify a director of the corporation against, in
general, expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her if he or she acted
in a manner he or she in good faith believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In the case of an action brought by or in the right of a corporation in which
the director is adjudged liable to the corporation or in connection with any
proceeding in which a director is liable on the basis that a personal benefit
was improperly received by him or her, the corporation may indemnify a director
of the corporation against expenses (including attorneys' fees) actually and
reasonably incurred by him or her only if a court finds that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity. In such case, the director's indemnification is limited to reasonable
expenses incurred unless the articles of incorporation or a bylaw, contract, or
resolution approved or ratified by the corporation's shareholders provides
otherwise. Under Section 14-2-854 of the Code, unless its articles of
incorporation provide otherwise, a corporation may, and in certain conditions
must, similarly indemnify persons who are officers, employees or agents of the
corporation. Section 14-2-856 of the Code also permits the Company to indemnify
directors without regard to the limitations otherwise imposed under the Code
-1-
<PAGE>
if authorized by the articles of incorporation or a bylaw, contract or
resolution approved or ratified by the shareholders by a majority of the votes
entitled to be cast.
The Registrant's Articles of Incorporation provide that to the fullest
extent permitted by the Code as the same exists or may hereafter be amended, a
director of the Registrant shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director.
The Code permits Georgia corporations to include in their articles of
incorporation a provision eliminating or limiting director liability for
monetary damages arising from breaches of their fiduciary duty. The only
limitations imposed under the statute are that the provision may not eliminate
or limit a director's liability (i) for any appropriation, in violation of his
or her duties, of any business opportunity of the corporation, (ii) for acts or
omissions involving intentional misconduct or a knowing violation of law, (iii)
for the payment of unlawful dividends or unlawful stock purchases or
redemptions, or (iv) for transactions in which the director received an improper
personal benefit. In addition, directors and officers are insured, at the
Registrant's expense, against certain liabilities which might arise out of their
employment and are not subject to indemnification under the Registrant's By-Laws
or Articles of Incorporation.
The Registrant's Articles of Incorporation and By-Laws provide, in
general, that each person who was or is made a party to, or is involved in, any
action, suit or proceeding by reason of the fact that he or she was a director
or officer of the Registrant (or was serving at the request of the Registrant as
a director, officer, employee or agent for another entity) will be indemnified
and held harmless by the Registrant, to the full extent authorized by the Code.
The foregoing summaries are necessarily subject to the complete text of
the statute, Articles of Incorporation, By-Laws and agreements referred to above
and are qualified in their entirety by reference thereto.
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits*.
4.1 Jameson 1996 Stock Incentive Plan incorporated by reference to Exhibit
10.45 to the Registrant's Annual
Report on form 10-K for the year ended December 31, 1996.
**5 Opinion of Conner & Winters, A Professional Corporation.
**23.1 Consent of Ernst & Young, LLP.
**23.2 Consent of Conner & Winters, A Professional Corporation (included in
Exhibit 5 hereto).
**24 Power of Attorney (included in this Part II).
- --------------
* Exhibits not included are not applicable.
** Filed herewith.
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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 (the
"1933 Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
-2-
<PAGE>
fundamental change in the information set forth in this Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above 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 this Registration Statement.
(b) That, for the purpose of determining any liability under
the 1933 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.
(c) 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.
2. The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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 this 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.
3. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
-3-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas W. Kitchin and Craig R. Kitchin,
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her in his or her
name, place and stead, in any and all capacities, to sign any or all amendments
to this Registration Statement, and to file the same, with all exhibits thereto,
and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
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 Atlanta, State of Georgia, on December 15, 1997.
JAMESON INNS, INC.
(Registrant)
By: /s/ Thomas W. Kitchin
-------------------------------------------------
Thomas W. Kitchin
Chairman of the Board of Directors, Chief
Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Thomas W. Kitchin Chairman of the Board of Directors, December 15, 1997
Thomas W. Kitchin Director, Chief Executive Officer,
and President
(principal executive officer)
/s/ Craig R. Kitchin Chief Financial Officer December 15, 1997
Craig R. Kitchin and Treasurer
(principal accounting officer;
principal financial officer)
- -------------------------------- Director December 15, 1997
Dr. Robert D. Hisrich
/s/ Michael E. Lawrence Director December 15, 1997
- --------------------------------
Michael E. Lawrence
/s/ Thomas J. O'Haren Director December 15, 1997
- --------------------------------
Thomas J. O'Haren
-4-
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Description Page
- ------- ----------- ----------
<S> <C> <C>
4.1 Jameson 1996 Stock Incentive Plan incorporated by reference
to Exhibit 10.45 to the Registrant's Annual Report on form
10-K for the year ended December 31, 1996.
** 5 Opinion of Conner & Winters, A Professional Corporation.
**23.1 Consent of Ernst & Young, LLP.
**23.2 Consent of Conner & Winters, A Professional Corporation
(included in Exhibit 5 hereto).
**24 Power of Attorney (included in this Part II).
- --------------
* Exhibits not included are not applicable.
**Filed herewith.
</TABLE>
-5-
<PAGE>
CONNER & WINTERS
[LETTERHEAD]
December 15, 1997
Jameson Inns, Inc.
8 Perimeter Center East
Suite 8050
Atlanta, Georgia 30346-1603
Re: Jameson Inns, Inc. - Registration Statement on Form S-8
(the "Registration Statement")
Gentlemen:
We have acted as counsel to Jameson Inns, Inc., a Georgia corporation (the
"Company"), in connection with the proposed public offering by the Company of an
aggregate of up to 500,000 restricted shares of the Company's Common Stock, $.10
par value per share (the "Shares"), pursuant to the 1996 Jameson Stock Incentive
Plan (the "Plan").
In reaching the conclusions expressed in this opinion, we have (a) examined
such certificates of public officials and of corporate officers and directors
and such other documents and matters as we have deemed necessary or appropriate,
(b) relied upon the accuracy of facts and information set forth in all such
documents, and (c) assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as copies, and the authenticity of the
originals from which all such copies were made.
Based on the foregoing, we are of the opinion that the Shares to be issued by
the Company pursuant to the Plan have been duly authorized and, when issued and
delivered in accordance with the terms and conditions of the Plan, will be
validly issued, fully paid and non-assessable shares of Common Stock of the
Company.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the Registration Statement and the
Prospectus constituting a part thereof under the caption "Legal Matters."
Sincerely,
CONNER & WINTERS,
A Professional Corporation
-6-
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENTENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Jameson 1996 Stock Incentive Plan of Jameson Inns, Inc.,
of our report dated February 21, 1997, with respect to the consolidated
financial statements and schedule of Jameson Inns, Inc. included in its Annual
Report (Form 10-K/ A-1) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Atlanta, Georgia
December 16, 1997
-7-
<PAGE>
