As filed with the Securities and Exchange Commission on August 9,
1996.
Registration Statement No. 333- _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
STUDIO PLUS HOTELS, INC.
(Exact name of Registrant as specified in its Charter)
Virginia 61-1273532
(State or other jurisdiction of (I.R.S. Employer Identification
Number)
incorporation or organization)
1999 Richmond Road, Suite 4
Lexington, Kentucky 40502
(606) 269-1999
(Address of principal executive offices, including zip code)
STUDIO PLUS HOTELS, INC.
1995 NON-EMPLOYEE DIRECTORS'
STOCK INCENTIVE PLAN
(Full title of the Plan)
____________________
Norwood Cowgill, Jr.
1999 Richmond Road, Suite 4
Lexington, Kentucky 40502
(606) 269-1999
(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 Amount
Title of Amount Maximum Maximum of Regis-
Securities to be Offering Price Aggregate tration
be Registered Registered Per Share Offering Price Fee
Common Stock, 1,000,000 $18.625(*) $1,862,500 $642
$.01 par shares
value
(*) Estimated solely for the purpose of computing the
registration fee. This amount was calculated pursuant to
Rules 457(c) and 457(h)(1) on the basis of $18.625 per share,
which was the average of the high and low prices of the Common
Stock on The Nasdaq Stock Market on August 7, 1996, as reported
in The Wall Street Journal.
<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 Studio Plus Hotels, Inc. (the
"Company") with the Commission (File
No. 0-25340) 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 quarter ended March 31, 1996; (iii) the Company's
Prospectus, dated March 27, 1996, filed
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "Securities Act"); (vi) the
Company's Current Report on Form 8-K dated February 27, 1996; and
(v) the Company's Current Report on
Form 8-K dated June 13, 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.
Pursuant to the Virginia Stock Corporation Act, each director of
the Company is required to discharge
his duties in accordance with his good faith business judgment of
the best interest of the Company. In addition,
Virginia law provides that a transaction with the Company in
which a director or officer of the Company has a
direct or indirect interest is not voidable by the Company solely
because of the director's or officer's interest in
the transaction if (i) the material facts of the transaction and
interest are disclosed to or known by the directors
and the transaction is authorized, approved or ratified by the
disinterested directors, (ii) the material facts of the
transaction and interest are disclosed to or known by the
shareholders and the transaction is authorized,
approved or ratified by the disinterested shareholders, or (iii)
the transaction is established to have been fair to
the Company.
The Articles of Incorporation of the Company contain a provision
which eliminates the liability of a
director or officer to the Company or its shareholders for
monetary damages for any breach of duty as a
director or officer. This provision does not eliminate such
liability to the extent that it is proved that the
director or officer engaged in willful misconduct or a knowing
violation of criminal law or of any federal or
state securities law.
The Articles of Incorporation also contain provisions which
require the Company to indemnify an
officer or director against liability incurred in any proceeding
to which he is a party because he is an officer or
director if (i) he conducted himself in good faith, (ii) he
believed (A) in the case of conduct in his official
capacity with the Company, that his conduct was in its best
interests, or (B) in all other cases, that his conduct
was at least not opposed to its best interests, and (iii) in the
case of any criminal proceeding, he had no
reasonable cause to believe that his conduct was unlawful.
To the extent that the Board of Directors or the shareholders of
the Company may in the future wish to
limit or repeal the ability of the Company to provide
indemnification as set forth in the Company's Articles of
Incorporation, such repeal or limitation may not be effective as
to directors and officers who are parties to the
Indemnification Agreements, because their rights to full
protection would be contractually assured by the
Indemnification Agreements. It is anticipated that similar
contracts may be entered into, from time to time,
with future officers or directors of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1Articles of Incorporation of the Company (previously filed as
Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No. 33-87836)
and incorporated by reference
hereto).
4.2Bylaws of the Company (previously filed as Exhibit 3.1(a) to
the Company's Registration
Statement on Form S-1 (Registration No. 33-87836) and
incorporated by reference hereto).
4.3Studio Plus Hotels, Inc. 1995 Non-Employee Directors' Stock
Incentive Plan.
5.1Opinion of Hunton & Williams as to the legality of the
securities being registered.
15Letter from Coopers & Lybrand L.L.P. regarding its review of
financial information for the period
ended March 31, 1996.
23.1Consent of Hunton & Williams (included in the opinion filed
as Exhibit 5.1 to the Registration
Statement).
23.2Consent of Coopers & Lybrand L.L.P.
24Power of Attorney (included on signature page).
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
(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 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.
<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 City of Lexington,
Commonwealth of Kentucky, on this 9th day of August, 1996.
STUDIO PLUS HOTELS, INC.
By /s/ NORWOOD COWGILL, JR.
Norwood Cowgill, Jr.
Chairman of the Board and
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Norwood Cowgill, Jr. and
William E. Anderson, II, 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 9th day of
August, 1996.
Signature Title
/s/ NORWOOD COWGILL, JR.
Norwood Cowgill, Jr. Chairman of the Board and
a Director
(Principal Executive Officer)
/s/ RICHARD W. FURST
Richard W. Furst Director
/s/ THOMAS P. DUPREE
Thomas P. Dupree Director
/s/ WARREN W. ROSENTHAL
Warren W. Rosenthal Director
/s/ DANIEL W. DANIELE
Daniel W. Daniele Director
/s/ MICHAEL J. MORIARTY
Michael J. Moriarty Director, President and Chief
Operating Officer
(Principal Operating Officer)
/s/ WILLIAM E. ANDERSON, II
William E. Anderson, II Director, Executive Vice
President, Secretary and
General Counsel
/s/ JAMES C. BAUGHMAN, JR.
James C. Baughman, Jr. Chief Financial Officer and
Treasurer
(Principal Financial Officer)
/s/ DONALD F. VITTITOW
Donald F. Vittitow Director of Corporate
Reporting
(Principal Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description Sequentially
Numbered Page
4.1 Amended and Restated Articles of
Incorporation of the Company (previously
filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1
(Registration No. 33-87836) and
incorporated by reference hereto). *
4.2 Bylaws of the Company (previously filed
as Exhibit 3.1(a) to the Company's
Registration Statement on Form S-1
(Registration No. 33-87836) and
incorporated by reference hereto). *
4.3 Studio Plus Hotels, Inc. 1995 Non-
Employee Directors' Stock Incentive Plan. *
5.1 Opinion of Hunton & Williams as to the
legality of the securities being registered. *
15 Letter from Coopers & Lybrand L.L.P.
regarding its review of financial
information for the period ended March
31, 1996. *
23.1 Consent of Hunton & Williams (included
in the opinion filed as Exhibit 5.1 to the
Registration Statement). *
23.2 Consent of Coopers & Lybrand L.L.P. *
24 Power of Attorney (included on signature
page). *
Exhibit 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Studio Plus Hotels, Inc.
Registration on Form S-8
We are aware that our report dated May 1, 1996 on our review of
interim financial informa-tion of Studio Plus Hotels, Inc. for
the period ended March 31, 1996 and included in the Company's
quarterly report on Form 10-Q for the quarter then ended is
incorporated by reference in this registration statement.
Pursuant to Rule 436(c) under the Securities Act of 1933, this
report should not be considered a part of the registration
statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
/s/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
STUDIO PLUS HOTELS, INC.
1995 NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
ARTICLE I
DEFINITIONS
1.01. Administrator means the Director or Directors appointed
by the Board to administer the Plan.
1.02. Affiliate means any "subsidiary" or "parent" corporation
(within the meaning of Section 424 of the Code) of the Company,
including an entity that becomes an Affiliate after the adoption
of this Plan.
1.03. Associate, with respect to any Person, is defined in
Rule 12b-2 of the General Rules and Regulations under the
Exchange Act. An Associate does not include the Company or a
majority-owned subsidiary of the Company.
1.04. Board means the Board of Directors of the Company.
1.05. Change in Control means (a) a change in control of the
Company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A promulgated under the
Exchange Act occurs; or (b) any of the following events occur
after the
closing of the initial public offering of Common Stock of the
Company:
(1) any Person (other than Norwood Cowgill, Jr. or one of
his Direct Heirs), considered alone or together with all Control
Affiliates and Associates of such Person, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of (A) twenty-five percent
(25%) or more of the combined voting power of the Company's then
outstanding voting securities; or (B) a percent of the combined
voting power of the Company's then outstanding voting securities
which is greater than the percent of the combined voting power of
the Company's then outstanding voting securities "beneficially"
owned by Norwood Cowgill, Jr. and his Direct Heirs. For purposes
of this section 1.05, Direct Heirs shall mean the wife and three
children of Norwood Cowgill, Jr.;
(2) individuals who are Directors at the beginning of the
calendar year cease for any reason (other than death, disability
or voluntary resignation) to constitute a majority of the Board;
(3) Norwood Cowgill, Jr. ceases to be a member of the Board
(other than by his death, disability or voluntary resignation);
(4) the Company's shareholders approve an agreement to merge
or consolidate the Company with another corporation or entity
(other than a corporation or entity more than fifty percent (50%)
of which is controlled by, or is under common control with, the
Company);
(5) Norwood Cowgill, Jr. is the beneficial owner of less
than twenty percent (20%) of the combined voting power of the
Company's then outstanding securities, and any individual who is
nominated by the Board for election to the Board fails to be so
elected as a direct or indirect result of a proxy contest or
contested election for one or more positions on the Board;
(6) the Company, or a wholly owned subsidiary of the
Company, in either case together with any employee benefit plan
maintained by the Company or such subsidiary for the exclusive
benefit of the employees of the Company or such subsidiary, shall
cease to directly own and control, of record and beneficially, at
least eighty percent (80%) of each class of capital stock of
Studio Plus Properties, Inc.; provided, however, that a Change in
Control shall not occur under this subsection (6) upon (i) the
merger of Studio Plus, Inc. into the Company, (ii) the merger of
Studio Plus Properties, Inc. into the Company, or (iii) the
merger of Studio Plus Properties, Inc. into another wholly owned
subsidiary of the Company;
(7) the Company's shareholders approve the sale, assignment
or transfer of all or substantially all of the Company's or
Studio Plus Properties, Inc.'s assets but the majority of the
shares of Common Stock held by Norwood Cowgill, Jr., his estate,
a trust established by him, or his Direct Heirs are voted against
such approval; or
(8) the Company's shareholders approve the liquidation or
dissolution of the Company or Studio Plus
Properties, Inc., but the majority of the shares of Common Stock
held by Norwood Cowgill, Jr., his estate, a trust established by
him, or his Direct Heirs are voted against such approval.
1.06. Common Stock means the common stock of the Company.
1.07. Company means Studio Plus Hotels, Inc.
1.08. Control Affiliate, with respect to any Person, means an
affiliate as defined in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act.
1.09. Control Change Date means the date on which a Change in
Control occurs. If a Change in Control occurs on account of a
series of transactions, the Control Change Date is the date of
the last of such transactions which causes the Change in Control
to occur.
1.10. Director means a member of the Board.
1.11. Disability means a Director's inability, by reason of
physical or mental impairment, confirmed by a licensed physician
designated by the Company, to perform the duties of a Director,
which inability continues for a period of one hundred twenty
(120) consecutive days within any period of three hundred sixty-
five (365) days and results in termination of the Director's
membership on the Board.
1.12. Exchange Act means the Securities Exchange Act of 1934,
as amended and as in effect from time to time.
1.13. Fair Market Value means, on any given date, the current
fair market value of a share of Common Stock as determined
pursuant to subsection (a), (b) or (c) below.
(a) While the Company is a Non-Public Company, Fair Market Value
shall be determined by the Board using any reasonable method in
good faith.
(b) While the Company is a Public Company, Fair Market Value
shall be determined as follows: if the Common Stock is not listed
on an established stock exchange, Fair Market Value shall be the
average of the final bid and asked quotations on the over-the-
counter market in which the Common Stock is traded or, if
applicable, the reported "closing" price of a share of Common
Stock in the New York over-the-counter market as reported by the
National Association of Securities Dealers, Inc. If the Common
Stock is listed on an established stock exchange or exchanges,
Fair Market Value shall be deemed to be the highest closing price
of a share of Common Stock reported on that stock exchange or
exchanges. In any case, if no sale of Common Stock is made on
any stock exchange or over-the-counter market on that date, then
Fair Market Value shall be determined as of the next preceding
day on which there was a sale. For purposes of this definition,
the term "Public Company" means an entity that has sold
securities pursuant to an effective registration statement on
Form S-1 filed pursuant to the Securities Act of 1933, as amended
and the term "Non-Public Company" means an entity that has never
sold securities pursuant to an effective registration statement
on Form S-1 filed pursuant to the Securities Act of 1933, as
amended.
(c) Notwithstanding the foregoing, Fair Market Value on the
First Award Date shall be the initial public offering price of
the Common Stock.
1.14. First Award Date means the date that the registration
statement relating to the Company's initial public offering of
Common Stock is declared effective by the Securities and Exchange
Commission.
1.15. Founding Director means a Participant who is a member of
the Board on the First Award Date.
1.16. Non-Founding Director means a Participant who is not a
Founding Director.
1.17. Option means a stock option that entitles the holder to
purchase shares of Common Stock from the Company on the terms set
forth in Article IV of this Plan.
1.18. Participant means a member of the Board who is not an
employee or officer of the Company or an Affiliate and who is not
serving as the Administrator.
1.19. Person has the meaning given that word in Sections 13(d)
and 14(d) of the Exchange Act.
1.20. Plan means the Studio Plus Hotels, Inc. 1995 Non-
Employee Directors' Stock Incentive Plan.
ARTICLE II
PURPOSES
The Plan is intended to (a) assist the Company in
recruiting and retaining Directors and (b) promote a greater
identity of interest between Participants and shareholders by
enabling Participants to participate in the Company's future
success.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Administrator.
The Administrator shall have authority to grant Options and award
Common Stock upon such terms (not inconsistent with the
provisions of the Plan) as the Administrator may consider
appropriate. In addition, the Administrator shall have complete
authority to interpret all provisions of the Plan; to adopt,
amend, and rescind rules and regulations pertaining to the
administration of the Plan; and to make all other determinations
necessary or advisable for the administration of the yPlan. The
express grant in the Plan of any specific power to the
Administrator shall not be construed as limiting any power or
authority of the Administrator. Any decision made, or action
taken, by the Administrator or in connection with the
administration of the Plan shall be final and conclusive. No
Director serving as Administrator shall be liable for any act
done in good faith with respect to the Plan. All expenses of
administering the Plan shall be borne by the Company.
ARTICLE IV
OPTIONS
4.01. Grant of Options. Each Founding Director shall be
granted an Option for 10,000 shares of Common Stock on the First
Award Date. Each Non-Founding Director shall be granted an
Option for 10,000 shares of Common Stock on the earlier of (a)
the date of the annual meeting of the Company's shareholders at
which such Non-Founding Director is first elected to the Board or
(b) the date of the Board meeting at which such Non-Founding
Director is elected to fill a vacany on the Board. All Options
shall be evidenced by Agreements that shall be subject to the
applicable provisions of this Plan and to such other provisions
as the Administrator may adopt.
4.02. Exercise of Options. Subject to the provisions of
Article VI, an Option granted to a Founding Director shall become
exercisable with respect to 25% of the shares of Common Stock
subject to the Option on January 2, 1996, if the Founding
Director is a member of the Board on that date, and with respect
to an additional 25% of such shares on each successive January 2
on which the Founding Director is a member of the Board. An
Option granted to a Non-Founding Director shall become
exercisable with respect to 25% of the shares of Common Stock
subject to the Option on the first anniversary of the date the
Option was granted (the "date of grant") if the Participant is a
Director on such anniversary, and with respect to an additional
25% of such shares on each successive anniversary of the date of
grant on which the Participant is a Director. Notwithstanding
the foregoing, (a) if a Participant ceases to be a Director as a
result of his or her death or Disability at any time on or before
(i) January 2, 1997 (in the case of a Founding Director) or (ii)
the second anniversary of the date of grant (in the case of a
Non-Founding Director), such Participant's Option shall become
immediately exercisable for 50% of the shares of Common Stock
with respect to which such Option was granted; (b) if the
Participant ceases to be a Director as a result of his or her
death or Disability at any time after (i) January 2, 1997 (in the
case of a Founding Director) or (ii) the second anniversary of
the date of grant (in the case of a Non-Founding Direcotr), such
Participant's Option will become immediately exercisable for the
number of shares for which it is exercisable on the last date of
the Participant's membership on the Board, and (c) in the event a
Change in Control occurs while the Participant is a Director, the
Option granted to such Participant under this Plan will become
exercisable, on the Control Change Date, with respect to all
shares subject to such Option. An Option shall not become
exercisable with respect to any additional shares after the date
that the Participant ceases to be a Director for any reason.
If the Participant ceases to be a Director as a result of
death or Disability, his or her Option may be exercised within
one year following the last date on which the Participant is a
Director. If the Participant ceases to be a Director for any
other reason, his or her Option may be exercised within one year
following the last date on which the Participant is a Director or
during the remainder of the Option period, whichever is shorter.
In the event of the Participant's death, the Option may be
exercised by the Participant's estate or by such person or
persons who succeed to the Participant's rights by will or the
laws of descent and distribution. An Option may be exercised
with respect to any number of whole shares of Common Stock equal
to or less than the full number for which the Option could be
exercised. A partial exercise of an Option shall not affect the
right to exercise the Option from time to time in accordance with
this Plan with respect to the remaining shares of Common Stock
subject to the Option.
4.03 Option Price. The price per share of Common Stock
purchased on the exercise of an Option shall be the Fair Market
Value on the date that the Option is granted.
4.04. Maximum Option Period. The maximum period during which
an Option may be exercised shall be ten years from the date of
grant.
4.05 Payment of Option Price. Payment of the Option price
shall be made in cash, cash equivalent acceptable to the
Administrator, by the surrender of shares of Common Stock, or a
combination thereof. If shares of Common Stock are surrendered
in payment of the Option price, the shares surrendered must have
an aggregate Fair Market Value (determined as of the day
preceding the exercise date) that, together with any cash or cash
equivalent paid, is not less than the Option price for the number
of shares of Common Stock for which this Option is being
exercised.
4.06. Nontransferability. Except as provided in Section 4.07,
each Option granted under this Plan shall be nontransferable
except by will or by the laws of descent and distribution.
During the lifetime of the Participant to whom an Option is
granted, the Option may be exercised only by the Participant. No
right or interest of a Participant in any Option shall be liable
for, or subject to, any lien, obligation, or liability of such
Participant.
4.07. Transferable Options. Section 4.06 to the contrary
notwithstanding, an Option granted under this Plan may be
transferred with respect to all or part of the shares of Common
Stock subject to the Option if (a) in the opinion of counsel to
the Company, the transferability of such Option will not
adversely affect the status, under Securities and Exchange
Commission Rule 16b-3, of other Options granted under this Plan
or Options granted under the Studio Plus Hotels, Inc. 1995 Stock
Incentive Plan; (b) the Participant requests that the Option be
made transferable; and (c) the Administrator approves the
transferability of such Option.
4.08. Shareholder Rights. No Participant shall have any
rights as a shareholder with respect to shares of Common Stock
subject to his or her Option until the date of exercise of such
Option.
4.09. Shares Subject to Options. Upon the exercise of any
Option, the Company may deliver to the Participant (or the
Participant's broker if the Participant so directs), shares of
Common Stock from its previously authorized but unissued Common
Stock.
4.10. Assumption of or Payment for Options. As to each Option
granted under this Plan outstanding on consummation of a
reorganization, merger, consolidation or other business
combination (a "Merger") of the Company with one or more
corporations in which the Company is not the surviving
corporation or in which the Company is the surviving corporation,
but, in connection with which, outstanding shares of Common Stock
are changed into or exchanged for stock or other securities of
any entity, cash or any other property, the surviving
corporation, by written provision or operation of law, shall
promptly: either, as determined by the Board prior to
the Merger, (a) amend this Plan to provide a new option to
purchase common stock of the surviving corporation (or a
parent or subsidiary thereof) that is listed or admitted to
trading on the New York Stock Exchange, another national
securities exchange or the National Association of
Securities Dealers Automated Quotation National Market System,
with appropriate fair adjustments to the terms of the option
to prevent the enlargement or dilution of rights of
Participants, in which event this Plan shall continue in all
other respects in the manner and under the terms provided
herein, or (b) terminate this Plan by paying each
Participant in cash, for each share of Common Stock subject to an
Option, the excess of the highest price paid for a share of
Common Stock in the Merger over the exercise price for a
share of Common Stock under the Option granted to such
Participant pursuant to this Plan.
To the extent reasonably practical, the Company shall
give the Participant notice of the occurrence of any event
described in this Section 4.10.
ARTICLE V
STOCK AWARDS
5.01. Eligibility. Each Founding Director shall be awarded
500 shares of Common Stock on the First Award Date.
5.02. Vesting. All of the shares of Common Stock issued to a
Founding Director under this Article V shall be immediately and
fully vested as of the First Award Date.
5.03. Transferability. All of the shares of Common Stock
issued to a Founding Director under this Article V shall be
immediately transferable subject only to restrictions imposed by
federal and state securities and other laws.
5.04. Shareholder Rights. A Founding Director shall have all
rights as a shareholder with respect to shares of Common Stock
awarded pursuant to this Article V.
5.05. Stock Subject to Awards. Upon the award of Common Stock
in accordance with this Article V, the Company may issue shares
of Common Stock from its authorized but unissued Common Stock.
ARTICLE VI
ADJUSTMENT UPON CHANGE IN COMMON STOCK
In the event the outstanding shares of Common Stock are
hereafter increased or decreased or changed into or exchanged for
a different number or kind of stock or other securities of the
Company or stock or other securities of another corporation, by
reason of a reorganization, merger, consolidation,
recapitalization, reclassification, split-up, dividend payment in
stock, or otherwise, appropriate adjustment shall be made in the
number and kind of shares as to which outstanding Options, or
portions thereof, then unexercised, shall be exercisable, to the
end that the proportionate interest in the Company available to a
Participant upon exercise of his or her Option shall be
maintained as before the occurrence of such event. Such
adjustment shall be made without change in the total price
applicable to the unexercised portion of such Option but with an
appropriate adjustment in the Option price per share; provided,
however, that each such adjustment in the number and kind of
shares subject to outstanding Options, including any adjustment
in the Option price, shall not give a Participant any additional
benefits under this Plan.
The issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any
class, for cash or property, or for labor or services, either
upon direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be
made with respect to, outstanding Options.
ARTICLE VII
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No shares of Common Stock shall be issued and no
certificates for shares of Common Stock shall be delivered under
the Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitation,
withholding tax requirements), any listing agreement to which the
Company is a party, and the rules of all domestic stock exchanges
on which the Company's shares may be listed. The Company shall
have the right to rely on an opinion of its counsel as to such
compliance. Any certificate issued to evidence shares of Common
Stock issued under the Plan may bear such legends and statements
as the Administrator may deem advisable to assure compliance with
federal and state laws and regulations. No shares of Common
Stock shall be issued and no certificate for shares of Common
Stock shall be delivered under the Plan until the Company has
obtained such consent or approval as the Administrator may deem
advisable from regulatory bodies having jurisdiction over such
matters.
ARTICLE VIII
GENERAL PROVISIONS
8.01. Unfunded Plan. The Plan, insofar as it provides for
awards, shall be unfunded, and the Company shall not be required
to segregate any assets that may at any time be represented by
awards under the Plan. Any liability of the Company to any
person with respect to any award to be made under the Plan shall
be based solely upon any contractual obligations that may be
created pursuant to the Plan. No such obligation of the Company
shall be deemed to be secured by any pledge of, or other
encumbrance on, any property of the Company.
8.02. Rules of Construction. Headings are given to the
articles and sections of the Plan solely as a convenience to
facilitate reference. The reference to any statute, regulation,
or other provision of law shall be construed to refer to any
amendment to or successor of such provision of law.
ARTICLE IX
AMENDMENT
The Board may amend the Plan from time to time or
terminate the Plan at any time; provided, however, that if the
amendment materially (a) increases the aggregate number of shares
of Common Stock that may be issued under this Plan (other than an
adjustment authorized under Article VI), (b) increases the
benefits to be provided under the Plan or (c) changes the class
of individuals eligible to become Participants, it shall not
become effective until such amendment is approved (at a duly held
shareholders' meeting at which a quorum is present) by a majority
of the votes cast by the Company's shareholders, voting either in
person or by proxy, or by unanimous consent of the Company's
shareholders. The preceding sentence to the contrary
notwithstanding, the Plan may not be amended more than once every
six months other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act of
1974, or the rules thereunder. No Plan amendment shall, without
a Participant's consent, adversely affect Options granted or
Common Stock awarded prior to such amendment.
ARTICLE X
DURATION OF PLAN
No Common Stock may be awarded and no Option may be
granted under this Plan more than ten years after the earlier of
the date that the Plan is adopted by the Board or the date that
the Plan is approved by the Company's shareholders as provided in
Article XI. Common Stock awarded and Options granted before that
date shall remain valid in accordance with their terms. No Plan
termination before expiration of the Plan under this Article X
shall, without a Participant's consent, adversely affect Options
granted or Common Stock awarded prior to such termination, but a
Plan termination pursuant to and in compliance with subsection
(b) of Section 4.09 shall not be deemed to adversely affect
Options granted or Common Stock awarded prior to such
termination.
ARTICLE XI
EFFECTIVE DATE OF PLAN
Shares of Common Stock may be issued under the Plan on
the First Award Date, provided that the Plan has been approved
(at a duly held shareholders' meeting at which a quorum is
present) by a majority of the votes cast by the Company's
shareholders, voting either in person or by proxy, or by
unanimous consent of the Company's shareholders. Options may be
granted under this Plan upon its adoption by the Board, but no
Option will be effective or exercisable unless this Plan is
approved by shareholders in accordance with the preceding
sentence.
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Studio Plus Hotels, Inc. on Form S-8 of our report
dated February 8, 1996, on our audits of the consoli-dated
financial statements of Studio Plus Hotels, Inc. (the Company) as
of December 31, 1995 and 1994, and for the years ended December
31, 1995, 1994 and 1993, which report is included in the
Company's Annual Report on Form 10-K for the year ended December
31, 1995, and in the Company's Prospectus dated March 27, 1996.
/s/ COOPERS & LYBRAND
Coopers & Lybrand L.L.P.
Cincinnati, Ohio
August 8, 1996
August 9, 1996
Studio Plus Hotels, Inc.
1999 Richmond Road
Suite Four
Lexington, Kentucky 40502
Gentlemen:
We have acted as counsel for Studio Plus Hotels, Inc., a
Virginia corporation (the "Company"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
dated August 9, 1996 and filed under the Securities Act of 1933,
as amended, with respect to 100,000 shares of the Company's
common stock, $.01 par value (the "Plan Shares") which are
proposed to be offered and sold pursuant to the Company's 1995
Non-Employee Directors' 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:
1. The Company is duly incorporated, validly existing and
in good standing under the laws of the Commonwealth of
Virginia; and
2. The Plan Shares covered by the Registration Statement
have been validly authorized and, upon issuance and
sale as described in 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
