As filed with the Securities and Exchange Commission on
January 3, 1997. Registration Statement No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
WINSTON HOTELS, INC.
(Exact name of Registrant as specified in its Charter)
North Carolina 56-1872141
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2209 Century Drive, Suite 300
Raleigh, North Carolina 27612
(Address of principal executive office, including zip code)
THE WINSTON HOTELS, INC.
STOCK INCENTIVE PLAN
(Full title of the Plan)
Robert W. Winston, III
2209 Century Drive, Suite 300
Raleigh, North Carolina 27612
(919) 510-6010
(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
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
Common Stock 700,000
$.01 par value shares $13.5625(*) $9,493,750 $2,877
(*) Estimated solely for the purpose of computing the
registration fee. This amount was calculated pursuant to Rule
457(c) on the basis of $13.5625 per share, which was the average
of the high and low prices of the Common Stock on the Nasdaq
Stock Market on December 27, 1996.
<PAGE>
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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Winston Hotels, Inc.
(the "Company") with the Commission (file No. 0-23732) 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, 1995; (ii) the Company's Quarterly Report on Form
10-Q for the quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996; (iii) the Company's Form 8-A, dated
March 23, 1994, containing a description of the Company's Common
Stock (the "Common Stock"); (iv) the financial statements of the
November 1994 Acquired Hotels for the year ended December 31,
1993 and the Financial Statements of the Acquisition Hotels for
the years ended December 31, 1993 and 1994 included in the
Company's Registration Statement on Form S-11 (File No.
33-91230); (v) the financial statements of the Impac Acquisition
Hotels and Cary Suites, Inc. for the year ended December 31, 1995
included in the Company's Registration Statement on Form S-3
(File No. 333-3986); (vi) the Company's Current Report on Form
8-K filed May 22, 1996, and as amended on July 18, 1996; and
(vii) the Company's Current Report on Form 8-K filed July 24,
1996.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (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 Articles of Incorporation of the Company generally
limit the liability of the Company's directors and officers to
the Company and the shareholders for money damages to the fullest
extent permitted from time to time by the laws of the State of
North Carolina. The Articles of Incorporation also provide,
generally, for the indemnification of directors and officers,
among others, against judgments, settlements, penalties, fines,
and reasonable expenses actually incurred by them in connection
with any proceeding to which they may be made a party by reason
of their service in those or other capacities except in
connection with a proceeding by or in the right of the Company in
which the director was adjudged liable to the Company or in
connection with any other proceeding, whether or not involving
action in his official capacity, in which he was adjudged liable
on the basis that personal benefit was improperly received by
him. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Securities Act") may be
permitted to directors and officers of the Company pursuant
to the foregoing provisions or otherwise, the Company 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form S-11
(Registration No. 33-76602)).
4.2 By-Laws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form S-11 (Registration No. 33-76602)).
4.3 The Winston Hotels, Inc. Stock Incentive Plan
(incorporated by reference to Exhibit 10.5 to the
Company's Registration Statement on Form 10-Q)
5 Opinion of Hunton & Williams as to the legality of the
securities being registered.
24.1 Consent of Hunton & Williams (included in the opinion
filed as Exhibit 5 to the Registration Statement).
24.2 Consent of Coopers & Lybrand L.L.P.
25 Power of Attorney (included on the signature page
hereto)
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, as amended (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 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, 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.
<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 the requirements for filing 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 Raleigh, State of North Carolina on the 2nd day of
January, 1997.
WINSTON HOTELS, INC.
a North Carolina corporation
(Registrant)
By: /s/ Robert W. Winston, III
Robert W. Winston, III
Chief Executive Officer and
President
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 January 2,
1997. Each of the directors and/or officers of Winston Hotels,
Inc. whose signature appears below hereby appoints Robert W.
Winston, III and Philip R. Alfano, and each of them severally, as
his attorney-in-fact to sign in his name and behalf, in any and
all capacities stated below, and to file with the Commission any
and all amendments, including post-effective amendments, to this
registration statement, making such changes in the registration
statement as appropriate, and generally to do all such things in
their behalf in their capacities as officers and directors to
enable Winston Hotels, Inc. to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission.
Signature Title
/s/ Charles M. Winston Chairman of the Board
Charles M. Winston (Principal Executive Officer)
/s/ Robert W. Winston, III Chief Executive Officer,
Robert W. Winston, III President and Director
/s/ Philip R. Alfano Senior Vice President and
Philip R. Alfano Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
/s/ James H. Winston Director
James H. Winston
/s/ Paul Fulton Director
Paul Fulton
Director
Thomas F. Darden, II
/s/ Richard L. Daugherty Director
Richard L. Daugherty
/s/ Edwin B. Borden Director
Edwin B. Borden
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
4.1 Amended and Restated Articles of
Incorporation of the Registrant
(incorporated by reference to
Exhibit 3.1 to the Company's
Registration Statement on Form
S-11 (Registration No. 33-76602)).
4.2 By-Laws of the Registrant
(incorporated by reference to
Exhibit 3.2 to the Company's
Registration Statement on Form
S-11 (Registration No. 33-76602)).
4.3 The Winston Hotels, Inc. Stock
Incentive Plan (incorporated by
reference to Exhibit 10.5 to the
Company's Report on Form 10-Q for
the quarter ended June 30, 1996)
5 Opinion of Hunton & Williams as to
the legality of the securities being
registered.
24.1 Consent of Hunton & Williams (included
in the opinion filed as Exhibit 5 to
the Registration Statement).
24.2 Consent of Coopers & Lybrand L.L.P.
25 Power of Attorney (included on
signature page hereto).
EXHIBIT 5
Hunton & Williams
Riverfront Plaza, East Tower
951 E. Byrd Street
Richmond, Virginia 23219-4074
Telephone (804) 788-8200
Facsimile (804) 788-8218
January 3, 1997
Board of Directors
Winston Hotels, Inc.
2209 Century Drive, Suite 300
Raleigh, NC 27612
Winston Hotels, Inc.
Stock Incentive Plan
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Winston Hotels, Inc. a North
Carolina corporation (the "Company"), in connection with its
Registration Statement on Form S-8, that is being filed on the
date hereof with the Securities and Exchange Commission (the
"Registration Statement"), with respect to shares of the
Company's Common Stock, $.01 par value (the "Common Stock"),
which are proposed to be offered and sold as described in the
Registration Statement.
In rendering this opinion, we have relied upon, among other
things, our examination of such records of the Company and
certificates of its officers and of public officials as we
have deemed necessary.
Based upon the foregoing and the further qualifications
stated below, we are of the opinion that:
1. The Company is duly incorporated, validly existing and
in good standing under the laws of the State of North Carolina;
and
2. The shares of Common Stock covered by the Registration
Statement have been duly authorized and, when issued and sold as
described in the Registration Statement, will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement and to the statement made in reference to
this firm under the caption "Legal Matters" in the Registration
Statement.
Very truly yours,
HUNTON & WILLIAMS
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Winston Hotels, Inc. on Form S-8 (File No. 333-
______) of our report dated January 15, 1996, on our audits of
the consolidated financial statements of Winston Hotels, Inc. as
of December 31, 1995 and 1994, and for the year ended
December 31, 1995 and the period June 2, 1994 through
December 31, 1994, of our report dated January 15, 1996, on our
audit of the financial statement schedule of Winston Hotels, Inc.
as of December 31, 1995, of our report dated February 6, 1996, on
our audits of the financial statements of Winston Hospitality,
Inc. as of December 31, 1995 and 1994, and for the year ended
December 31, 1995 and the period June 2, 1994 thorough
December 31, 1994, and of our report dated September 21, 1994, on
our audits of the combined statements of income, capital
deficiency and cash flows of the Initial Hotels (described in
Note 1 to those financial statements) for the five months ended
June 2, 1994 and the year ended December 31, 1993, appearing in
the 1995 Annual Report on Form 10-K of Winston Hotels, Inc. filed
with the Securities and Exchange Commission pursuant to the
Securities Act of 1934. We also consent to the incorporation by
reference in this registration statement of Winston Hotels, Inc.
on Form S-8 of our report dated September 16, 1994 on our audit
of the combined statements of operations, partners' equity and
cash flows of the November 1994 Acquired Hotels (described in
Note 1 to those financial statements) for the year ended
December 31, 1993, and of our report dated March 29, 1995, on our
audits of the combined statements of income, partners' equity
(deficit) and cash flows of the Acquisition Hotels (described in
Note 1 to those financial statements) for each of the two years
in the period ended December 31, 1994, appearing in the
registration statement on Form S-11 (File No. 33-91230) of
Winston Hotels, Inc. filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933. We also
consent to the incorporation by reference in this registration
statement of Winston Hotels, Inc. on Form S-8 of our report dated
February 21, 1996 on our audit of the combined statements of
income, equity and cash flows of the Impac Acquisition Hotels
(described in Note 1 to those financial statements) for the year
ended December 31, 1995, and of our report dated March 8, 1996,
on our audit of the statements of income and retained earnings,
and cash flows of Cary Suites, Inc. for the year ended
December 31, 1995, appearing in the registration statement on
Form S-3 (File No. 333-3986) of Winston Hotels, Inc. filed with
the Securities and Exchange Commission pursuant to the Securities
Act of 1933.
COOPERS & LYBRAND L.L.P.
Raleigh, North Carolina
January 2, 1997
