As filed with the Securities and Exchange Commission on February 28, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HERSHA HOSPITALITY TRUST
(Exact name of registrant as specified in its charter)
Maryland | 25-1811499 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
44 Hersha Drive
Harrisburg, Pennsylvania 17102
(717) 236-4400
(Address of principal executive offices, including zip code)
Amended and Restated Hersha Hospitality Trust 2012 Equity Incentive Plan
(Full title of the plan)
Ashish R. Parikh
Chief Financial Officer
44 Hersha Drive
Harrisburg, Pennsylvania 17102
(717) 236-4400
Copy to:
James V. Davidson
Hunton Andrews Kurth LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Tel (804) 788-8200
Fax (804) 788-8218
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee | ||||
Priority Class A common shares of beneficial interest, $0.01 par value per share |
2,750,153 shares | $11.96 | $32,891,829.88 | $4,269.36 | ||||
| ||||||||
|
(1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the Securities Act), the number of common shares registered hereunder includes such indeterminate number of additional common shares as may be offered or issued in the future to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) | Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, on the basis of $11.96 per share, which was the average of the high and low prices of the common shares on the New York Stock Exchange on February 25, 2020. |
Explanatory Note
On March 2, 2012, Hersha Hospitality Trust (the Company) filed a registration statement on Form S-8 (File No. 333-179847) (the Initial S-8), relating to the registration of 7,500,000 (or 1,875,000 after giving effect to the June 22, 2015 1-for-4 reverse share split) Priority Class A common shares of beneficial interest, which are referred to herein as common shares, issuable pursuant to the Companys 2012 Equity Incentive Plan (as amended and restated through the date hereof, the Plan).
On May 22, 2014, the Company filed a registration statement on Form S-8 (File No. 333-196181) (the Prior S-8), relating to the registration of an additional 9,000,000 (or 2,250,000 after giving effect to the June 22, 2015 1-for-4 reverse share split) common shares issuable pursuant to the Plan.
On May 30, 2019, the Companys shareholders approved a further amendment to the Plan pursuant to which the maximum aggregate number of common shares issuable pursuant to the Plan was increased from 4,125,000 common shares (after giving effect to the June 22, 2015 1-for-4 reverse share split) to 6,375,000 common shares. The Plan is described in the Companys Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the SEC) on April 18, 2019.
This registration statement is filed by the Company on Form S-8 to register an additional 2,750,153 common shares issuable pursuant to the Plan. In accordance with General Instruction E to Form S-8, this registration statement is filed to register securities of the same class as other securities for which a registration statement filed on Form S-8 relating to an employee benefit plan is effective. Accordingly, this registration statement incorporates by reference the contents of the Initial S-8 and the Prior S-8 to the extent not modified, amended or superseded by this registration statement.
Item 8. | Exhibits. |
2
* Filed herewith.
3
Pursuant to the requirements of the Securities Act of 1933, 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 Philadelphia, Commonwealth of Pennsylvania, on February 28, 2020.
HERSHA HOSPITALITY TRUST | ||||
By: | /s/ Ashish R. Parikh |
|||
Ashish R. Parikh | ||||
Chief Financial Officer (Principal Financial Officer) |
POWER OF ATTORNEY and signatures
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Ashish R. Parikh and Michael R. Gillespie and each of them (with full power to act alone) as true and lawful attorneys-in-fact, and stead, in any and all capacities, to sign any amendments to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement and the power of attorney appearing above have been signed below by the following persons in the capacities indicated on February 28, 2020.
Signature |
Title | |||
/s/ Hasu P. Shah Hasu P. Shah |
Chairman and Trustee | |||
/s/ Jay H. Shah Jay H. Shah |
Chief Executive Officer and Trustee (Principal Executive Officer) | |||
/s/ Ashish R. Parikh Ashish R. Parikh |
Chief Financial Officer (Principal Financial Officer) | |||
/s/ Michael R. Gillespie Michael R. Gillespie |
Chief Accounting Officer (Principal Accounting Officer) | |||
/s/ Donald J. Landry Donald J. Landry |
Trustee | |||
/s/ Jackson Hsieh Jackson Hsieh |
Trustee | |||
/s/ Thomas J. Hutchison III Thomas J. Hutchison III |
Trustee | |||
/s/ Michael A. Leven Michael A. Leven |
Trustee | |||
/s/ Dianna F. Morgan Dianna F. Morgan |
Trustee | |||
/s/ John M. Sabin John M. Sabin |
Trustee |
4
Exhibit 5.1
[LETTERHEAD OF VENABLE LLP]
February 28, 2020
Hersha Hospitality Trust
44 Hersha Drive
Harrisburg, Pennsylvania 17102
Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have served as Maryland counsel to Hersha Hospitality Trust, a Maryland real estate investment trust (the Company), in connection with certain matters of Maryland law arising out of the registration of an additional 2,750,153 Priority Class A common shares of beneficial interest, $0.01 par value per share (Common Shares), of the Company (the Shares) issuable under the Companys 2012 Equity Incentive Plan, as amended (the Plan). The Shares are covered by the above-referenced Registration Statement, and all amendments thereto (the Registration Statement), filed by the Company with the United States Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the 1933 Act).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the Documents):
1. The Registration Statement;
2. The declaration of trust of the Company (the Declaration of Trust), certified by the State Department of Assessments and Taxation of Maryland (the SDAT);
3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
5. Resolutions adopted by the Board of Trustees of the Company relating to, among other matters, the approval of the Plan and the issuance of the Shares (the Resolutions), certified as of the date hereof by an officer of the Company;
6. The Plan, certified as of the date hereof by an officer of the Company;
7. A certificate executed by an officer of the Company, dated as of the date hereof; and
Hersha Hospitality Trust
February 28, 2020
Page 2
8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such partys obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. The Shares will not be issued in violation of any restriction or limitation contained in Article VII of the Declaration of Trust or in the Plan. Upon the issuance of any of the Shares, the total number of Common Shares issued and outstanding will not exceed the total number of Common Shares that the Company is then authorized to issue under the Declaration of Trust.
6. Each option, award, right or other security exercisable or exchangeable for a Share pursuant to the Plan (each, an Option) will be duly authorized and validly granted in accordance with the Plan and exercised or exchanged in accordance with the terms of the Plan, including any share option agreement, restricted share agreement or other form of award agreement entered into in connection therewith, at the time of any exercise or exchange of such Option.
Hersha Hospitality Trust
February 28, 2020
Page 3
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when and to the extent issued in accordance with the Registration Statement, the Resolutions, the Plan and any share option agreement, restricted share agreement or other form of award agreement utilized under the Plan, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Venable LLP
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Trustees
Hersha Hospitality Trust:
We consent to the use of our reports dated February 25, 2020, with respect to the consolidated balance sheets of Hersha Hospitality Trust and subsidiaries as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2019, incorporated herein by reference. Our report refers to changes in accounting for leases and historical property sales.
/s/ KPMG LLP
Philadelphia, Pennsylvania
February 28, 2020