As filed with the Securities and Exchange Commission on July 10, 2000.
Registration Statement No. 333- _____
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SECURITIES AND EXCHANGE
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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INNKEEPERS USA TRUST
(Exact name of Registrant as specified in its Charter)
Maryland 65-0503831
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
306 Royal Poinciana Way
Palm Beach, Florida 33480
(Address of principal executive office, including zip code)
NON-EMPLOYEE TRUSTEE SHARE INCENTIVE PLAN
(Full title of the Plan)
Mark A. Murphy
General Counsel and Secretary
Innkeepers USA Trust
306 Royal Poincina Way
Palm Beach, Florida 33480
(561) 835-1800
(Name, address, including zip code, and telephone number including area code, of
agent for service)
With a copy to:
David C. Wright, Esquire
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8638
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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 (1) Per share Offering price registration fee
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, $.01 par
value 200,000 shares 10.52(2) $2,104,000 $556
================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may hereafter become
issuable pursuant to the Innkeepers USA Trust Non-Employee Trustee Share
Incentive Plan (the "Plan") in the event of a share dividend, share split,
recapitalization or other similar transaction without receipt of consideration,
which results in an increase in the number of shares outstanding.
(2) Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rules 457(c) and 457(h)(i) promulgated
under the Securities Act of 1933, as amended. The price per share is based on
(i) 152,000 Common Shares reserved for issuance under the Plan at a price per
share of $10.34, which is the average of the high and low prices of the Common
Shares on the New York Stock Exchange on August 1, 2000, as reported in the Wall
Street Journal, and (ii) 48,000 Common Shares reserved for issuance under the
Plan and subject to options already granted at a price per share of $11.09,
which is the weighted average exercise price per share of the outstanding
options.
<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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Innkeepers USA Trust (the "Company")
with the Commission (file No. 001-12201) 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, 1999; (ii) the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 2000; and (iii) the description of the
Company's common shares of beneficial interest, par value $.01 per share
("Common Shares") contained in the Company's Registration Statement on Form 8-A,
filed with the Commission on September 19, 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 in this Registration Statement shall be deemed to be
modified or superseded for purposes of the Prospectus to the extent that a
statement contained in the Registration Statement or in any other subsequently
filed document that is incorporated by reference in this Registration Statement
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.
Maryland law applicable to real estate investment trusts ("REIT"s),
such as the Company, permits a Maryland REIT to include in its Declaration of
Trust a provision limiting the liability of its trustees and officers to the
trust and its shareholders for money damages except for liability resulting from
(a) actual receipt of an improper benefit or profit in money, property or
services or (b) active and deliberate dishonesty established by a final
II-2
<PAGE>
judgment as being material to the cause of action. The Declaration of Trust of
the Company contains such a provision which eliminates such liability to the
maximum extent permitted by Maryland law.
The Declaration of Trust of the Company authorizes it, to the maximum
extent permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former Trustee or officer or (b) any individual who, while a
Trustee of the Company and at the request of the Company, serves or has served
another REIT, corporation, partnership, joint venture, trust, employee benefit
plan or any other enterprise as a trustee, director, officer or partner of such
REIT, corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise. The Bylaws of the Company obligate it, to the maximum extent
permitted by Maryland law, to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (i) any present or
former Trustee or officer who is made a party to the proceeding by reason of his
service in that capacity or (ii) any individual who, while a Trustee of the
Company and at the request of the Company, serves or has served another REIT,
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a trustee, director, officer or partner of such REIT,
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise and who is made a party to the proceeding by reason of his service in
that capacity. The Declaration of Trust and Bylaws also permit the Company to
indemnify and advance expenses to any person who served a predecessor of the
Company in any of the capacities described above and to any employee or agent of
the Company or a predecessor of the Company. The Bylaws require the Company to
indemnify a Trustee or officer who has been successful, on the merits or
otherwise, in the defense of any proceeding to which he is made a party by
reason of his service in that capacity.
Maryland law applicable to REITs permits a Maryland REIT to indemnify
and advance expenses to its trustees, officers, employees and agents to the same
extent as is permitted by Maryland law for directors and officers of Maryland
corporations. Maryland law permits a corporation to indemnify its present and
former directors and officers, among others, against judgments, penalties,
fines, settlements 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 unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation. The Bylaws of the Company require it, as a condition
to advancing expenses, to obtain (a) a written affirmation by the Trustee or
officer of his good faith belief that he has met the standard of conduct
necessary for indemnification by the Company as authorized by the Bylaws and (b)
a written statement by or on his behalf to repay the amount paid or reimbursed
by the Company if it shall ultimately be determined that the standard of conduct
was not met.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
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4.1 - Amended and Restated Declaration of Trust of the Registrant
(previously filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-11 (Registration No. 33-81362) and
incorporated by reference herein)
4.1(a) - Amendment of Declaration of Trust of the Registrant
(previously filed as Exhibit 3.1 to Registration Statement on
Form S-11 (Registration No. 33-81362) and incorporated by
reference herein)
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<PAGE>
4.1(b) - Articles Supplementary to the Declaration of Trust of the
Registrant (previously filed as Exhibit 3.1(b) to the
Company's Registration Statement on Form S-3 (Registration No.
333- 58811) and incorporated by reference herein).
4.2 - Bylaws of the Registrant (previously filed as Exhibit 3.2 to
the Company's Registration Statement on Form S-11
(Registration No. 33-81362) and incorporated by reference
herein)
5.1* - Opinion of Hunton & Williams as to the legality of the
securities being registered.
23.1* - Consent of PricewaterhouseCoopers LLP
23.2* - Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5.1 to the Registration Station).
24.1* - Power of Attorney (included on signature page)
* Filed herewith
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 (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 Securities Exchange Act of 1934 ("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.
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<PAGE>
(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.
II-5
<PAGE>
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 Town of Palm Beach, State of Florida, on this 3rd day of
August, 2000.
INNKEEPERS USA TRUST
By /s/Jeffrey H. Fisher
-----------------------
Jeffrey H. Fisher
Chairman of the Board, Chief Executive Officer and
President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Jeffrey H. Fisher and Mark A. Murphy, and each 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 and any registration statement that is to be
effective upon filing pursuant to Rule 462 under the Securities Act of 1933, as
amended, 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 agents, and each of them, 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 either of them, or their substitutes or substitute, may lawfully do
or cause to be done by virtue hereof.
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on the 3rd day of August, 2000 by
the following persons in the capacities indicated.
<TABLE>
<CAPTION>
<S> <C>
/s/ Jeffrey H. Fisher Chairman of the Board, President and
-------------------------------------------- Chief Executive Officer (Principal Executive Officer)
Jeffrey H. Fisher
/s/ Miles Berger Trustee
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Miles Berger
/s/ Thomas J. Crocker Trustee
--------------------------------------------
Thomas J. Crocker
/s/ Jack P. DeBoer Trustee
--------------------------------------------
Jack P. DeBoer
/s/ C. Gerald Goldsmith Trustee
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C. Gerald Goldsmith
/s/ Rolf E. Ruhfus Trustee
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Rolf E. Ruhfus
/s/ Bruce Zenkel Trustee
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Bruce Zenkel
/s/ David Bulger Chief Financial Officer and Treasurer
-------------------------------------------- (Principal Financial Officer)
David Bulger
/s/ Gregory M. Fay Vice President of Accounting
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Gregory M. Fay
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
Exhibit No.
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3.1 - Amended and Restated Declaration of Trust of the Registrant
(previously filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-11 (Registration No. 33-81362) and
incorporated by reference herein)
4.1(a) - Amendment of Declaration of Trust of the Registrant
(previously filed as Exhibit 3.1 to Registration Statement on
Form S-11 (Registration No. 33-81362) and incorporated by
reference herein)
4.1(b) - Articles Supplementary to the Declaration of Trust of the
Registrant (previously filed as Exhibit 3.1(b) to the
Company's Registration Statement on Form S-3 (Registration No.
333- 58811) and incorporated by reference herein).
4.2 - Bylaws of the Registrant (previously filed as Exhibit 3.2 to
the Company's Registration Statement on Form S-11
(Registration No. 33-81362) and incorporated by reference
herein)
5.1* - Opinion of Hunton & Williams as to the legality of the
securities being registered.
23.1* - Consent of PricewaterhouseCoopers LLP
23.2* Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5.1 to the Registration Statement).
24.1* - Power of Attorney (included on signature page)
* Filed herewith
