As filed with the Securities and Exchange Commission
on February 12, 1997
Registration No. 333-_____
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SOVRAN SELF STORAGE, INC.
(Exact name of Registrant as specified in its charter)
Maryland 16-1480124
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
5166 Main Street
Williamsville, New York 14221
(Address of Principal Executive Office) (Zip Code)
1995 AWARD AND OPTION PLAN
1995 OUTSIDE DIRECTORS'STOCK OPTION PLAN
(Full title of the plan)
Frederick G. Attea, Esq.
Phillips, Lytle, Hitchcock,
Blaine & Huber
3400 Marine Midland Center
Buffalo, New York 14203
(Name and address of agent for service)
716-847-8400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Max. Proposed Max.
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered* share** price fee
Common stock
$.01 par
value 450,000 $31.32 $14,091,750 $4,270.23
* The number of shares are subject to adjustment in
accordance with the anti-dilution provisions of the Plan.
Accordingly, this Registration Statement also covers an
indeterminable number of shares which may be issuable in
connection with such provisions.
Page 1 of 14 Pages
Exhibit Index Appears on Page 9
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** Estimated solely for the purpose of determining the
registration fee computed pursuant to Rule 457(c); calculated on
the basis of the average of the high and low prices of the Common
Stock on the New York Stock Exchange on February 7, 1997.
<PAGE>
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates the following documents by
reference in the Registration Statement:
(a) The Form 10-K for the fiscal year ended December 31,
1995;
(b) The Forms 10-Q for the quarters ended March 31, 1996,
June 30, 1996 and September 30, 1996 and the Form 10-
Q/A for the quarter ended March 31, 1996 filed on
June 20, 1996;
(c) The Forms 8-K filed on July 25, 1996 and December 3,
1996 and the Form 8-K/A filed September 3, 1996; and
(d) The information presented under the caption "Common
Stock" in the Registration Statement on Form S-3
(333-08883) filed on September 4, 1996.
In addition, all documents subsequently filed by the Company
pursuant to Section 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 part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's officers and directors are and will be
indemnified under the Articles of Incorporation and Bylaws of the
Company against certain liabilities. The Articles of
Incorporation requires the Company to indemnify its directors and
officers, among others, against claims and liabilities and
reasonable expenses actually incurred by them in connection with
any claim or liability by reason of their services in those or
other capacities unless it is established that the act or
omission of the director of officer was material to the matter
giving rise to the proceeding and was committed in bad faith or
was the result of active and deliberate dishonesty or the
director or officer actually received an improper personal
benefit or, in the case of any criminal proceeding, the director
or officer had reasonable cause to believe that the act or
omission was unlawful.
<PAGE>
The Company has entered into indemnification agreements with
each of its senior executive officers and directors. The
indemnification agreements require, among other matters, that the
Company indemnify such officers and directors to the fullest
extent permitted by law and advance to such officers and
directors all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not permitted.
Under these agreements, the Company must also indemnify and
advance all expenses incurred by officers and directors seeking
to enforce their rights under the indemnification agreements and
may cover officers and directors under the Company's directors'
and officers' liability insurance. Although the indemnification
agreements offer substantially the same scope of coverage
afforded by law, they provide additional assurance to directors
and officers that indemnification will be available because, as
contracts, they cannot be modified unilaterally in the future by
the Board of Directors or the stockholders to eliminate the
rights they provide.
As permitted by Maryland law, the Articles of Incorporation
provide that a director or officer of the Company shall not be
liable for monetary damages to the Company or its shareholders
for any act or omission in the performance of his duties, except
to the extent that (1) the person actually received an improper
benefit or (2) the person's action or failure to act was the
result of active and deliberate dishonesty and was material to
the cause of action adjudicated.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index below.
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;
(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;
<PAGE>
(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 paragraphs (a)(1)(i) and (ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
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 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(4) If the registrant is a foreign private insurer, to
file a post-effective amendment to the registration
statement to include any financial statements required
by Rule 3-19 of Regulation S-X at the start of any
delayed offering or throughout a continuous offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange
Act of 1934) 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.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant
<PAGE>
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 Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. 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 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 Williamsville, State of
New York on February 11, 1997.
SOVRAN SELF STORAGE, INC.
By: /s/Kenneth F. Myszka
Kenneth F. Myszka
President and Chief
Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date above.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below does hereby constitute and appoint
Kenneth F. Myszka and David L. Rogers, jointly and severally,
with full power to act without the other, as his true and lawful
attorneys-in-fact, each with the full power of substitution for
him and in his name, place and stead, in any and all capacities,
to sign any or all amendments or post-effective amendments to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission under the Securities
Act of 1933, granting unto each of said attorneys-in-fact full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each
of said attorneys-in-fact or his substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Capacity Date
/s/Robert J. Attea Chairman of the Board February 11, 1997
Robert J. Attea
/s/Kenneth F. Myszka President, Chief February 11, 1997
Kenneth F. Myszka Executive Officer and
Director (Principal
Executive Officer)
/s/David L. Rogers Chief Financial Officer February 11, 1997
David L. Rogers (Principal Financial and
Accounting Officer)
/s/John Burns Director February 11, 1997
John Burns
/s/Michael A. Elia Director February 11, 1997
Michael A. Elia
/s/Anthony P. Gammie Director February 11, 1997
Anthony P. Gammie
/s/Charles E. Lannon Director February 11, 1997
Charles E. Lannon
<PAGE>
EXHIBIT INDEX
Sequential
Page Number
4.1 - Amended and Restated Articles of ----
Incorporation of Sovran Self
Storage, Inc., incorporated by
reference to Exhibit 3.1 of the
Company's Registration Statement
on Form S-11 (33-91422) filed
April 20, 1995.
4.2 - Bylaws of the Company, as amended, ----
incorporated by reference to
Exhibit 3.2 of the Company's
Registration Statement on Form S-11
(33-91422) filed April 20, 1995.
5.1 - Opinion of Phillips, Lytle, 9
Hitchcock, Blaine & Huber as to
the legality of the securities
registered.
10(a) - Sovran Self Storage, Inc. ----
1995 Award and Option Plan,
incorporated by reference to
Exhibit 10.6 of Pre-effective
Amendment No. 1 to the
Company's Registration Statement
on Form S-11 (33-91422) filed
May 30, 1995.
10(b) - Sovran Self Storage, Inc. ----
1995 Outside Directors' Stock Option Plan,
incorporated by reference to Exhibit 10.7
of Pre-effective Amendment No. 1 to the
Company's Registration Statement on
From S-11 (33-91422) filed May 30, 1995.
23(a) - Consent of Independent Accountants. 14
23(b) - Consent of Phillips, Lytle, 11
Hitchcock, Blaine & Huber (included
in Exhibit 5.1).
25 - Power of Attorney (included with 8
signature page).
<PAGE>
EXHIBIT 5.1
OPINION OF PHILLIPS, LYTLE, HITCHCOCK,
BLAINE & HUBER AS TO THE LEGALITY
OF THE SECURITIES REGISTERED
<PAGE>
February 12, 1997
Sovran Self Storage, Inc.
5166 Main Street
Williamsville, New York 14221
Re: Sovran Self Storage, Inc. - Registration
Statement on Form S-8
Gentlemen:
This opinion is furnished in connection with the
registation on the Form S-8 Registration Statement (the
"Registration Statement") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), of 450,000 shares (the
"Shares") of Common Stock, par value $.01 per share of Sovran
Self Storage, Inc., a Maryland corporation (the "Company") to be
issued under the 1995 Award and Option Plan (the "Award and
Options Plan") and the 1995 Outside Directors' Stock Option Plan
(the "Directors' Plan").
In connection with rendering this opinion, we have
examined the Articles of Incorporation, as heretofore amended and
restated, and the Bylaws of the Company; such records of the
corporate proceedings of the Company as we deemed material;
resolutions of its Directors authorizing the issuance of
securities and the adoption of the Award and Option Plan and the
Directors' Plan by the Company; and such other certificates,
receipts, records and documents as we considered necessary for
the purposes of this opinion.
In our examination of the aforesaid certificates and
documents, we have assumed the genuiness of all signatures, the
legal capacity of all natural persons, the accuracy and
completeness of all documents submitted to us, the authenticity
of all original documents and the conformity to authentic
original documents of all documents submitted to us as copies
(including telecopies). This opinion letter is given, and all
statements herein are made, in the context of the foregoing.
Based upon and subject to the foregoing, we are of the
opinion that, the Shares have been duly authorized and when
issued in accordance with the terms of the Registration
Statement, the Award and Option Plan and the Directors' Plan and
assuming receipt of consideration, will be validly issued, fully
paid and non-assessable shares of the Company's Common Stock.
The foregoing assumes that all requisite steps will be
taken to comply with the requirements of state laws regulating
the offer and sale of securities.
We assume no obligation to advise you of any changes in
the foregoing subsequent to the delivery of this opinion letter.
This opinion letter has been prepared solely for your use in
connection with the filing of the Registration Statement on the
<PAGE>
date of this opinion letter and should not be quoted in whole or
in part or otherwise be referred to, nor filed with or furnished
to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion as an
exhbit to the Registration Statement.
Very truly yours,
PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT
ACCOUNTANTS
<PAGE>
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration
Statement (Form S-8, No. 333-00000) pertaining to the 1995 Award
and Option Plan and the 1995 Outside Directors' Stock Option Plan
of Sovran Self Storage, Inc. of our reports (a) dated February 2,
1996, with respect to the consolidated financial statements of
Sovran Self Storage, Inc. incorporated by reference in its Annual
Report (Form 10-K) for the period ended December 31, 1995,
(b) dated February 2, 1996 on the related financial statement
schedule included therein, and (c) dated August 30, 1996 with
respect to the historical summaries of combined gross revenue and
direct operating expenses of the Acquisition Facilities included
in its Current Report on Form 8-K/A dated September 3, 1996, all
filed with the Securities and Exchange Commission.
Ernest & Young LLP
Buffalo, New York
February 11, 1997
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