Total Pages: 19
Exhibit Index on Page: 6
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SUPERTEL HOSPITALITY, INC.
(Exact Name of Issuer as Specified in its Charter)
Delaware 47-0774097
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
309 North 5th Street
Norfolk, Nebraska 68701
(Address of Principal Executive Offices) (Zip Code)
Supertel 1997 Stock Option Plan
(Full Title of the Plan)
Paul J. Schulte, President and Chief Executive Officer
Supertel Hospitality, Inc.
309 North 5th Street
Norfolk, Nebraska 68701
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service: 402-371-2520
CALCULATION OF REGISTRATION FEE
=================================================================
Title of Amount to Proposed maxi- Proposed maxi- Amount
of
securi- be regis- mum offering mum aggregate
registra-
ties to be tered price per offering price tion
fee
registered share
Common 250,000 $8.50* $2,125,000* $644
Stock
*Estimated solely for the purposes of calculating the amount of
the registration fee, pursuant to Rule 457(c), on the basis of
the average of the high and low sales prices on May 1, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation by Certain Documents by Reference.
Supertel Hospitality, Inc. (the "Company") hereby
incorporates by reference in this Registration Statement the
following documents previously filed with the Securities and
Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since the end of the Company's fiscal
year ended December 31, 1996.
(c) The description of the Company's common stock contained
in a registration statement filed under the Exchange
Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 the Registration Statement and to be
a part thereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
Pursuant to Article VI of the Certificate of Incorporation
of the Company, the Company shall, to the extent required, and
may, to the extent permitted, by Section 102 and Section 145 of
the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify and reimburse all persons whom it
may indemnify and reimburse pursuant thereto. No director shall
be liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director; provided, a director
shall continue to be liable for (i) any breach of a director's
duty of loyalty to the Company or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) paying a dividend
or approving a stock repurchase which would violate Section 174
of the General Corporation Law of the State of Delaware; or (iv)
any transaction from which the director derived an improper
personal benefit.
The by-laws of the Company provide for indemnification of
Company officers and directors against all expenses, liability
or losses reasonably incurred or suffered by them, including
liability arising under the Securities Act of 1933, to the extent
legally permissible under the Delaware General Corporation Law
where any such person was, is, or is threatened to be made a
party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the fact he was serving the Company in such capacity.
Generally, under Delaware law, indemnification will only be
available where an officer or director can establish that such
person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
Company.
The Company also maintains a director and officer insurance
policy which insures the officers and directors of the Company
and its subsidiaries against damages, judgments, settlements and
costs incurred by reason of certain wrongful acts committed by
such persons in their capacities as officers and directors.
Item 8. Exhibits
4.1 - Supertel 1997 Stock Option Plan
5 - Opinion of McGrath, North, Mullin & Kratz,
P.C.
23.1 - Consent of McGrath, North, Mullin & Kratz,
P.C., counsel for the Company (included as
part
of Exhibit 5)
23.2 - Consent of KPMG Peat Marwick LLP
24 - Powers of Attorney
Item 9. Undertakings
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being 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 (the "Securities Act");
(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;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration
statement;
provided, however that paragraph (A)(l)(i) and
(A)(l)(ii) do not apply if the information
required to be included in a post-effective
amendment by the foregoing paragraphs is contained
in periodic reports filed by the Company 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 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 he 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
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 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 of 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Supertel Hospitality, Inc., a Delaware corporation, certifies
that it has reasonable grounds to believe that it meets all 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 Norfolk,
and the State of Nebraska, on this 5th day of May, 1997.
Supertel Hospitality, Inc.
/s/ Paul J. Schulte
By_________________________
Paul J. Schulte, 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 indicated on the 5th day of
May, 1997.
Signature Title
/s/ Paul J. Schulte
_________________________ President (Principal Executive
Paul J. Schulte Officer) and Director
/s/ Steve H. Borgmann
_________________________ Executive Vice President
Steve H. Borgmann and Director
/s/ Troy Beatty
_________________________ Senior Vice President and Chief
Troy Beatty Financial Officer (Principal
Financial and Accounting Officer)
Richard Herink* Director
Joseph Caggiano* Director
Loren Steele* Director
*This registration statement has been signed by the
undersigned as attorney-in-fact on behalf of each person so
indicated pursuant to a power of attorney duly executed by each
such person.
By: /s/ Paul J. Schulte
________________________
Paul J. Schulte
Attorney-in-Fact
<PAGE>
INDEX OF EXHIBITS
Page
Number Description No.
4.1 - Supertel 1997 Stock Plan..................... 7
5 - Opinion of McGrath, North, Mullin &
Kratz, P.C................................. 15
23.1 - Consent of McGrath, North, Mullin & Kratz,
P.C., counsel for the Company
(included as part of Exhibit 5)
23.2 - Consent of KPMG Peat Marwick LLP............. 16
24 - Powers of Attorney........................... 17
Exhibit 4.1
SUPERTEL 1997 STOCK PLAN
SECTION 1
NAME AND PURPOSE
1.1 Name. The name of the plan shall be the Supertel 1997
Stock Plan (the "Plan").
1.2. Purpose of Plan. The purpose of the Plan is to foster
and promote the long-term financial success of the Company and
increase stockholder value by (a) motivating superior performance
by means of stock incentives, (b) encouraging and providing for
the acquisition of an ownership interest in the Company by
Employees and (c) enabling the Company to attract and retain the
services of a management team responsible for the long-term
financial success of the Company.
SECTION 2
DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms
shall have the respective meanings set forth below:
(a) "Act" means the Securities Exchange Act of 1934, as
amended.
(b) "Award" means any Option, Stock Appreciation Right,
Restricted Stock, Stock Bonus, or any combination
thereof, including Awards combining two or more types
of Awards in a single grant.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Compensation Committee of the
Board, which shall consist of two or more members, each
of whom shall be a "non-employee director" within the
meaning of Rule 16b-3 as promulgated under the Act.
(f) "Company" means Supertel Hospitality, Inc., a Delaware
corporation (and any successor thereto) and its
Subsidiaries.
(g) "Director Award" means a grant of stock options granted
to each Eligible Director pursuant to Section 7.1
without any action by the Board or the Committee.
(h) "Eligible Director" means a person who is serving as a
member of the Board and who is not an Employee.
(i) "Employee" means any employee of the Company or any of
its Subsidiaries.
(j) "Fair Market Value" means, on any date, the average of
the high and low sales prices of the Stock as reported
on the National Association of Securities Dealers
Automated Quotation system (or on such other recognized
market or quotation system on which the trading prices
of the Stock are traded or quoted at the relevant time)
on such date. In the event that there are no Stock
transactions reported on such system (or such other
system) on such date, Fair Market Value shall mean the
average of the high and low sale prices on the
immediately preceding date on which Stock transactions
were so reported.
(k) "Option" means the right to purchase Stock at a stated
price for a specified period of time. For purposes of
the Plan, an Option may be either (i) an Incentive
Stock Option within the meaning of Section 422 of the
Code or (ii) a Nonstatutory Stock Option.
(l) "Participant" means any Employee designated by the
Committee to participate in the Plan.
(m) "Plan" means the Supertel 1997 Stock Plan, as in effect
from time to time.
(n) "Restricted Stock" shall mean a share of Stock granted
to a Participant subject to such restrictions as the
Committee may determine.
(o) "Stock" means the Common Stock of the Company, par
value $.01 per share.
(p) "Stock Appreciation Right" means the right, subject to
such terms and conditions as the Committee may
determine, to receive an amount in cash or Stock, as
determined by the Committee, equal to the excess of (i)
the Fair Market Value, as of the date such Stock
Appreciation Right is exercised, of the number shares
of Stock covered by the Stock Appreciation Right being
exercised over (ii) the aggregate exercise price of
such Stock Appreciation Right.
(q) "Stock Bonus" means the grant of Stock as compensation
from the Company, which may be in lieu of cash
compensation otherwise receivable by the Participant or
in addition to such cash compensation.
(r) "Subsidiary" means any corporation or partnership in
which the Company owns, directly or indirectly, 50% or
more of the total combined voting power of all classes
of stock of such corporation or of the capital interest
or profits interest of such partnership.
2.2 Gender and Number. Except when otherwise indicated by
the context, words in the masculine gender used in the Plan shall
include the feminine gender, the singular shall include the
plural, and the plural shall include the singular.
SECTION 3
ELIGIBILITY AND PARTICIPATION
Except as otherwise provided in Section 7.1, the only
persons eligible to participate in the Plan shall be those
Employees selected by the Committee as Participants.
SECTION 4
POWERS OF THE COMMITTEE
4.1 Power to Grant. The Committee shall determine the
Participants to whom Awards shall be granted, the type or types
of Awards to be granted, and the terms and conditions of any and
all such Awards. The Committee may establish different terms and
conditions for different types of Awards, for different
Participants receiving the same type of Awards, and for the same
Participant for each Award such Participant may receive, whether
or not granted at different times.
4.2 Administration. The Committee shall be responsible for
the administration of the Plan. The Committee, by majority action
thereof, is authorized to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions
deemed necessary or advisable to protect the interests of the
Company, and to make all other determinations necessary or
advisable for the administration and interpretation of the Plan
in order to carry out its provisions and purposes.
Determinations, interpretations, or other actions made or taken
by the Committee pursuant to the provisions of the Plan shall be
final, binding, and conclusive for all purposes and upon all
persons.
SECTION 5
STOCK SUBJECT TO PLAN
5.1 Number. Subject to the provisions of Section 5.3, the
number of shares of Stock subject to Awards (including Director
Awards) under the Plan may not exceed 250,000 shares of Stock.
The shares to be delivered under the Plan may consist, in whole
or in part, of treasury Stock or authorized but unissued Stock,
not reserved for any other purpose. The maximum number of shares
of Stock with respect to which Awards may be granted to any one
Employee under the Plan is 20% of the aggregate number of shares
of Stock available for Awards under Section 5.1.
5.2 Cancelled, Terminated or Forfeited Awards. Any shares
of Stock subject to an Award which for any reason are cancelled,
terminated or otherwise settled without the issuance of any Stock
shall again be available for Awards under the Plan.
5.3 Adjustment in Capitalization. In the event of any Stock
dividend or Stock split, recapitalization (including, without
limitation, the payment of an extraordinary dividend), merger,
consolidation, combination, spin-off, distribution of assets to
stockholders, exchange of shares, or other similar corporate
change, (i) the aggregate number of shares of Stock available for
Awards under Section 5.1 and (ii) the number of shares and
exercise price with respect to Options and the number, prices and
dollar value of other Awards, may be appropriately adjusted by
the Committee, whose determination shall be conclusive. If,
pursuant to the preceding sentence, an adjustment is made to the
number of shares of Stock authorized for issuance under the Plan,
a corresponding adjustment shall be made with respect to Director
Awards granted pursuant to Section 7.1.
SECTION 6
STOCK OPTIONS
6.1 Grant of Options. Options may be granted to
Participants at such time or times as shall be determined by the
Committee. Options granted under the Plan may be of two types:
(i) Incentive Stock Options and (ii) Nonstatutory Stock Options.
The Committee shall have complete discretion in determining the
number of Options, if any, to be granted to a Participant. Each
Option shall be evidenced by an Option agreement that shall
specify the type of Option granted, the exercise price, the
duration of the Option, the number of shares of Stock to which
the Option pertains, the exercisability (if any) of the Option in
the event of death, retirement, disability or termination of
employment, and such other terms and conditions not inconsistent
with the Plan as the Committee shall determine.
6.2 Option Price. Nonstatutory Stock Options and Incentive
Stock Options granted pursuant to the Plan shall have an exercise
price which is not less than the Fair Market Value on the date
the Option is granted.
6.3 Exercise of Options. Options awarded to a Participant
under the Plan shall be exercisable at such times and shall be
subject to such restrictions and conditions as the Committee may
impose, subject to the Committee's right to accelerate the
exercisability of such Option in its discretion. Notwithstanding
the foregoing, no Option shall be exercisable for more than ten
years after the date on which it is granted.
6.4 Payment. The Committee shall establish procedures
governing the exercise of Options, which shall require that
written notice of exercise be given and that the Option price be
paid in full in cash or cash equivalents, including by personal
check, at the time of exercise or pursuant to any arrangement
that the Committee shall approve. The Committee may, in its
discretion, permit a Participant to make payment (i) in Stock
already owned by the Participant valued at its Fair Market Value
on the date of exercise (if such Stock has been owned by the
Participant for at least six months) or (ii) by electing to have
the Company retain Stock which would otherwise be issued on
exercise of the Option, valued at its Fair Market Value on the
date of exercise. As soon as practicable after receipt of a
written exercise notice and full payment of the exercise price,
the Company shall deliver to the Participant a certificate or
certificates representing the acquired shares of Stock.
6.5 Incentive Stock Options. Notwithstanding anything in
the Plan to the contrary, no term of this Plan relating to
Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be
so exercised, so as to disqualify the Plan under Section 422 of
the Code, or, without the consent of any Participant affected
thereby, to cause any Incentive Stock Option previously granted
to fail to qualify for the Federal income tax treatment afforded
under Section 421 of the Code.
SECTION 7
DIRECTOR AWARDS
7.1 Amount of Award. Each Eligible Director shall receive
an annual grant of a Nonstatutory Stock Option to acquire 1,500
shares of Stock exercisable at the Fair Market Value of the
Company's common stock on the date of grant; such grant shall be
made on the date of and immediately following the annual meeting
of stockholders (beginning with the 1998 Annual Stockholders'
Meeting). The Nonstatutory Stock Options awarded to a director
hereunder shall be appropriately adjusted in the event of any
stock changes as described in Section 5.3.
SECTION 8
STOCK APPRECIATION RIGHTS
8.1 SAR's In Tandem with Options. Stock Appreciation
Rights may be granted to Participants in tandem with any Option
granted under the Plan, either at or after the time of the grant
of such Option, subject to such terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee
shall determine. Each Stock Appreciation Right shall only be
exercisable to the extent that the corresponding Option is
exercisable, and shall terminate upon termination or exercise of
the corresponding Option. Upon the exercise of any Stock
Appreciation Right, the corresponding Option shall terminate.
8.2 Other Stock Appreciation Rights. Stock Appreciation
Rights may also be granted to Participants separately from any
Option, subject to such terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall
determine.
SECTION 9
RESTRICTED STOCK
9.1 Grant of Restricted Stock. The Committee may grant
Restricted Stock to Participants at such times and in such
amounts, and subject to such other terms and conditions not
inconsistent with the Plan as it shall determine. Each grant of
Restricted Stock shall be subject to such restrictions, which may
relate to continued employment with the Company, performance of
the Company, or other restrictions, as the Committee may
determine. Each grant of Restricted Stock shall be evidenced by a
written agreement setting forth the terms of such Award.
9.2 Removal of Restrictions. The Committee may accelerate
or waive such restrictions in whole or in part at any time in its
discretion.
SECTION 10
STOCK BONUSES
10.1 Grant of Stock Bonuses. The Committee may grant a
Stock Bonus to a Participant at such times and in such amounts,
and subject to such other terms and conditions not inconsistent
with the Plan, as it shall determine.
10.2 Effect on Compensation. The Committee may from time
to time determine to grant a Stock Bonus in lieu of salary or
cash bonuses otherwise payable to a Participant.
SECTION 11
AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
11.1 General. The Board may from time to time amend, modify
or terminate any or all of the provisions of the Plan, subject to
the provisions of this Section 11.1. The Board may not change
the Plan in a manner which would prevent outstanding Incentive
Stock Options granted under the Plan from being Incentive Stock
Options without the consent of the optionees concerned.
Furthermore, the Board may not make any amendment which would (i)
materially modify the requirements for participation in the Plan
or (ii) increase the number of shares of Stock subject to Awards
under the Plan pursuant to Section 5.1, in each case without the
consent and approval of the holders of a majority of the
outstanding shares of Stock entitled to vote thereon. No
amendment or modification shall affect the rights of any Employee
with respect to a previously granted Award, nor shall any
amendment or modification affect the rights of any Eligible
Director pursuant to a previously granted Director Award.
11.2 Termination of Plan. No further Options shall be
granted under the Plan subsequent to December 31, 2006, or such
earlier date as may be determined by the Board.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 Beneficiary Designation. Each Participant under the
Plan may from time to time name any beneficiary or beneficiaries
(who may be named contingent or successively) to whom any benefit
under the Plan is to be paid or by whom any right under the Plan
is to be exercised in case of his death. Each designation will
revoke all prior designations by the same Participant shall be in
a form prescribed by the Committee, and will be effective only
when filed in writing with the Committee. In the absence of any
such designation, Awards outstanding at death may be exercised by
the Participant's surviving spouse, if any, or otherwise by his
estate, subject to the terms and conditions of the Award.
12.2 No Guarantee of Employment or Participation. Nothing
in the Plan shall interfere with or limit in any way the right of
the Company or any Subsidiary to terminate any Participant's
employment at any time, nor confer upon any Participant any right
to continue in the employ of the Company or any Subsidiary. No
Employee shall have a right to be selected as a Participant, or,
having been so selected, to receive any future Awards.
12.3 Tax Withholding. The Company shall have the power to
withhold, or require a Participant or Eligible Director to remit
to the Company, an amount sufficient to satisfy federal, state,
and local withholding tax requirements on any Award under the
Plan, and the Company may defer issuance of Stock until such
requirements are satisfied. The Committee may, in its discretion,
permit a Participant to elect, subject to such conditions as the
Committee shall impose, (i) to have shares of Stock otherwise
issuable under the Plan withheld by the Company or (ii) to
deliver to the Company previously acquired shares of Stock, in
each case having a Fair Market Value sufficient to satisfy all or
part of the Participant's estimated total federal, state and
local tax obligation associated with the transaction.
12.4 Change of Control. On the date of a Change of Control,
all outstanding options and stock appreciation rights shall
become immediately exercisable and all restrictions with respect
to Restricted Stock shall lapse. "Change of Control" shall mean:
(i) The acquisition (other than from the Company) by any
person, entity or "group", within the meaning of
Section 13(d)(3) or 14(d)(2) of the Act (excluding any
acquisition or holding by (i) the Company or its
subsidiaries or (ii) any employee benefit plan of the
Company or its subsidiaries which acquires beneficial
ownership of voting securities of the Company) of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Act) of 50% or more of either the
then outstanding shares of common stock or the combined
voting power of the Company's then outstanding voting
securities entitled to vote generally in the election
of directors; or
(ii) Individuals who, as of the date hereof, constitute the
Board (as of the date hereof the "Incumbent Board")
cease for any reason to constitute at least a majority
of the Board, provided that any person becoming a
director subsequent to the date hereof whose election,
or nomination for the election by the Company's
stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent
Board shall be, for purposes of this Plan, considered
as though such person were a member of the Incumbent
Board; or
(iii) Approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case,
with respect to which persons who were the stockholders
of the Company immediately prior to such
reorganization, merger or consolidation do not,
immediately thereafter, own more than 50% of the
combined voting power entitled to vote generally in the
election of directors of the reorganized, merged or
consolidated company's then outstanding voting
securities, or a liquidation or dissolution of the
Company or of the sale of all or substantially all of
the assets of the Company.
12.5 Company Intent. The Company intends that the Plan
comply in all respects with Rule 16b-3 under the Act, and any
ambiguities or inconsistencies in the construction of the Plan
shall be interpreted to give effect to such intention.
12.6 Requirements of Law. The granting of Awards and the
issuance of shares of Stock shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any
governmental agencies or securities exchanges as may be required.
12.7 Effective Date. The Plan shall be effective upon its
adoption by the Board subject to approval by the affirmative vote
of the holders of a majority of the shares of Stock present in
person or by proxy at a stockholders' meeting.
12.8 Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of
the State of Delaware.
Exhibit 5
McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
Omaha, Nebraska 68102
(402) 341-3070
May 5, 1997
Supertel Hospitality, Inc.
309 North 5th Street
Norfolk, Nebraska 68701
Gentlemen:
In connection with the registration under the Securities Act
of 1933, as amended, of 250,000 shares of common stock
(the "Common Stock"), $.01 par value, of Supertel Hospitality,
Inc., a Delaware corporation (the "Company"), authorized for
issuance pursuant to the Company's 1997 Stock Plan (the "Plan"),
we have examined such corporate records and other documents,
including the registration statement on Form S-8 to be filed with
the Securities and Exchange Commission relating to such shares
(the "Registration Statement"), and have reviewed such matters of
law as we have deemed necessary for this opinion. Based on such
examination, we advise you that in our opinion:
1. The Company is a corporation duly organized and
existing under the laws of the State of Delaware.
2. Upon the issuance of shares in accordance with the
Plan, all necessary corporate action on the part of the Company
will have been taken to authorize the issuance of up to 250,000
shares of Common Stock by the Company, and when issued as
contemplated in the Registration Statement and related documents,
such shares will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Yours very truly,
MCGRATH, NORTH, MULLIN & KRATZ, P.C.
/s/ David L. Hefflinger
By:
David L. Hefflinger
Exhibit 23.2
KPMG Peat Marwick LLP
Two Central Park Plaza, Suite 1501
Omaha, Nebraska 68102
ACCOUNTANTS' CONSENT
The Shareholders and Board of Directors
of Supertel Hospitality, Inc.:
We consent to incorporation by reference in the Registration
Statement No. 333-xxxxx on Form S-8 of Supertel Hospitality, Inc.
of our report, dated January 31, 1997, relating to the
consolidated balance sheets of Supertel Hospitality, Inc. and
subsidiaries (the Company) as of December 31, 1996 and 1995, and
the related consolidated statements of income, stockholders'
equity and cash flows for each of the years in the three year
period ended December 31, 1996, which report appears in the
December 31, 1996, annual report on Form 10-K of Supertel
Hospitality, Inc.
Our report refers to the Company's adoption of the Financial
Accounting Standards Board's Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Omaha, Nebraska
May 2, 1997
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Supertel Hospitality, Inc., a Delaware corporation
(the "Company"), hereby constitutes and appoints Paul J. Schulte
his true and lawful attorney-in-fact and agent, with full power
to act for him and in his name, place and stead, in any and all
capacities, to do any and all acts and things and execute any and
all instruments which said attorney and agent may deem necessary
or desirable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration on Form S-8 under
said Act of 250,000 shares of common stock of this corporation,
which may be offered for sale under the 1997 Stock Plan,
including specifically, but without limiting the generality of
the foregoing, power and authority to sign the name of the
Company and the name of the undersigned Director to the
registration statement, any amendments (including post-effective
amendments) thereto, and to any instruments and documents filed
as part of or in connection with said registration statement or
amendments thereto; and the undersigned hereby ratifies and
confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 5th day of May, 1997.
/s/ Joseph Caggiano
________________________
Joseph Caggiano, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Supertel Hospitality, Inc., a Delaware corporation
(the "Company"), hereby constitutes and appoints Paul J. Schulte
his true and lawful attorney-in-fact and agent, with full power
to act for him and in his name, place and stead, in any and all
capacities, to do any and all acts and things and execute any and
all instruments which said attorney and agent may deem necessary
or desirable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration on Form S-8 under
said Act of 250,000 shares of common stock of this corporation,
which may be offered for sale under the 1997 Stock Plan,
including specifically, but without limiting the generality of
the foregoing, power and authority to sign the name of the
Company and the name of the undersigned Director to the
registration statement, any amendments (including post-effective
amendments) thereto, and to any instruments and documents filed
as part of or in connection with said registration statement or
amendments thereto; and the undersigned hereby ratifies and
confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 5th day of May, 1997.
/s/ Loren Steele
___________________________
Loren Steele, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Supertel Hospitality, Inc., a Delaware corporation
(the "Company"), hereby constitutes and appoints Paul J. Schulte
his true and lawful attorney-in-fact and agent, with full power
to act for him and in his name, place and stead, in any and all
capacities, to do any and all acts and things and execute any and
all instruments which said attorney and agent may deem necessary
or desirable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules regulations and
requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration on Form S-8 under
said Act of 250,000 shares of common stock of this corporation,
which may be offered for sale under the 1997 Stock Plan,
including specifically, but without limiting the generality of
the foregoing, power and authority to sign the name of the
Company and the name of the undersigned Director to the
registration statement, any amendments (including post-effective
amendments) thereto, and to any instruments and documents filed
as part of or in connection with said registration statement or
amendments thereto; and the undersigned hereby ratifies and
confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 5th day of May, 1997.
/s/ Richard Herink
__________________________
Richard Herink, Director
