8-K 1 lo565072_8k.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 -------------------- Date of Report: May 8, 2001 LODGIAN, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-14537 52-2093696 ---------------- ---------------- ------------ (State or other (Commission (IRS Employer jurisdiction File Number) Identification of incorporation) Number) 3445 Peachtree Road, N.E., Suite 700, Atlanta, Georgia 30326 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (404) 364-9400 ITEM 5. OTHER EVENTS. On May 7, 2001, Lodgian, Inc. (the "Company") announced that William J. Yung will be appointed to the Company's Board of Directors immediately following the Company's 2001 Annual Meeting of Stockholders to be held on June 21, 2001. Mr. Yung will fill the vacancy created by the resignation of Michael A. Leven. The Company issued the press release attached hereto as Exhibit 99.1. In connection with the election of Mr. Yung to the Company's Board of Directors, Mr. Yung and his affiliates have entered into a Standstill Agreement with the Company. A copy of the Standstill Agrement is attached hereto as Exhibit 99.2. ITEM 7. EXHIBITS. EX. 99.1 Press Release dated May 7, 2001. EX. 99.2 Standstill Agreement dated May 7, 2001. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LODGIAN, INC. By /s/ Thomas Arasi -------------------------------- Name: Thomas Arasi Title: President and Chief Executive Officer Date: May 8, 2001 EXHIBIT INDEX Exhibit No. Description ------------ ----------- 99.1 Press Release dated May 7, 2001 99.2 Standstill Agreement dated May 7, 2001