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As filed with the Securities and Exchange Commission on April 11, 1997
Registration 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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EQUITY INNS, INC.
(Exact name of Registrant as specified in its Charter)
Tennessee 62-1550848
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
4735 Spottswood, Suite 102
Memphis, Tennessee 38117
(901) 761-9651
(Address of principal executive offices, including zip code)
EQUITY INNS, INC.
1994 STOCK INCENTIVE PLAN
(Full title of the Plan)
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Phillip H. McNeill, Sr.
4735 Spottswood, Suite 102
Memphis, Tennessee 38117
(901) 761-9651
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
David C. Wright, Esquire
Hunton & Williams
2000 Riverview Tower
900 South Gay Street
Knoxville, Tennessee 37902
(423) 549-7700
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
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Common Stock,
$.01 par value 2,300,000 shares $13.50(*) $31,050,000 $9,410
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(*) Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457(c) on the basis of $13.50 per
share, which was the average of the high and low prices of the Common Stock on
the New York Stock Exchange on April 7, 1997, as reported in The Wall Street
Journal.
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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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Equity Inns, Inc. (the "Company") with the
Commission (File No. 0-23290) are incorporated herein by reference and made a
part hereof: (i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996; and (ii) the Company's Registration Statement on Form
8-A, dated January 20, 1994, filed pursuant to Section 12(g) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, after the date of the Prospectus and prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that is
incorporated by reference herein modifies or supersedes such earlier statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Prospectus.
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 the Company 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 ("TBCA")
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 Securities Act of 1933, in the opinion of the Securities and
Exchange Commission such indemnification is contrary to public policy and is,
therefore, unenforceable. The Company currently purchases director and officer
liability insurance for the purpose of providing a source of funds to pay any
indemnification described above.
The TBCA 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
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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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit No.
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4.1 Charter of the Company (previously filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-11 (Registration No. 33-73304) and
incorporated herein by reference).
4.1(a) Articles of Amendment to the Charter of the Company (previously filed
as Exhibit 3.1 to the Company's Current Report on Form 8-K dated April
18, 1995, filed with the Commission on April 27, 1995, and incorporated
herein by reference).
4.1(b) Articles of Amendment to the Charter of the Company (previously filed
as Exhibit 3.1 to the Company's Current Report on Form 8-K dated May 7,
1996, filed with the Commission on May 28, 1996, and incorporated
herein by reference).
4.2 Bylaws of the Company (previously filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-11 (Registration No. 33-73304) and
incorporated herein by reference).
*5.1 Opinion of Hunton & Williams as to the legality of the securities being
registered.
*23.1 Consent of Hunton & Williams (included in Exhibit 5.1 to the Registration
Statement).
*23.2 Consent of Coopers & Lybrand L.L.P.
*24 Power of Attorney (included on signature page).
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* Filed herein.
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;
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(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 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 with or furnished to the
Commission 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, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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
April, 1997.
EQUITY INNS, INC.
By /s/ PHILLIP H. McNEILL, SR.
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Phillip H. McNeill, Sr.
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Phillip H. McNeill, Sr. and Howard A. Silver, or either of them, his true and
lawful attorney-in-fact with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement or any related registration statement filed pursuant to Rule 462(b) of
the Securities Act of 1933 and to cause the same to be filed, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting to said attorneys-in-fact and agent, full
power and authority to do and perform each and every act and thing whatsoever
requisite or desirable to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all acts and things that said attorneys-in-fact and
agents, or their substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on this 11th day of April, 1997.
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Signature Title
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/s/ Phillip H. McNeill, Sr. Chairman of the Board and Chief Executive Officer
- --------------------------------- (Principal Executive Officer)
Phillip H. McNeill, Sr.
/s/ James A. Thomas, III Director
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James A. Thomas, III
/s/ William W. Deupree, Jr. Director
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William W. Deupree, Jr.
/s/ Joseph W. McLeary Director
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Joseph W. McLeary
/s/ Howard A. Silver Vice President of Finance, Secretary,
- --------------------------------- Treasurer and Chief Financial Officer
Howard A. Silver (Principal Accounting Officer and Financial
Officer)
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EXHIBIT INDEX
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Exhibit No. Description
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4.1 Charter of the Company (previously filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-11 (Registration No.
33-73304) and incorporated herein by reference).
4.1(a) Articles of Amendment to the Charter of the Company (previously
filed as Exhibit 3.1 to the Company's Current Report on Form 8-K
dated April 18, 1995, filed with the Commission on April 27, 1995,
and incorporated herein by reference).
4.1(b) Articles of Amendment to the Charter of the Company (previously
filed as Exhibit 3.1 to the Company's Current Report on Form 8-K
dated May 7, 1996, filed with the Commission on May 28, 1996,
and incorporated herein by reference).
4.2 Bylaws of the Company (previously filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-11 (Registration No.
33-73304) and incorporated herein by reference).
*5.1 Opinion of Hunton & Williams as to the legality of the securities
being registered.
*23.1 Consent of Hunton & Williams (included in Exhibit 5.1 to the
Registration Statement).
*23.2 Consent of Coopers & Lybrand L.L.P.
*24 Power of Attorney (included on signature page).
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* Filed herein.
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EXHIBIT 5.1
April 11, 1997
Equity Inns, Inc.
4735 Spottswood, Suite 102
Memphis, Tennessee 38117
Gentlemen:
We have acted as counsel for Equity Inns, Inc., a Tennessee corporation
(the "Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to
2,300,000 shares of the Company's common stock, $.01 par value (the "Plan
Shares") issuable pursuant to awards under the Company's 1994 Stock Incentive
Plan (the "Plan") as referenced in the Registration Statement.
In connection therewith, we have relied upon, among other things, our
examination of such documents, records of the Company, certificates of its
officers and public officials, as we have deemed necessary for purposes of the
opinion expressed below.
Based upon the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that:
(i) The Company is duly incorporated, validly existing and in good
standing under the laws of the State of Tennessee; and
(ii) The Plan Shares covered by the Registration Statement have been
validly authorized and, upon issuance pursuant to the terms of the
Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Hunton & Williams
07853/08008
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
of Equity Inns, Inc. on Form S-8 of our report dated January 23, 1997, except as
to Note 10 for which the date is February 10, 1997, on our audits of the
consolidated financial statements and financial statement schedule of Equity
Inns, Inc., as of December 31, 1996 and 1995, and for the years ended December
31, 1996 and 1995 and for the period from March 1, 1994 (inception of
operations) through December 31, 1994, which report is included in Equity Inns,
Inc. Annual Report on Form 10-K.
COOPERS & LYBRAND, L.L.P.
Memphis, Tennessee
April 10, 1997
