8-K

United States
Securities And Exchange Commission

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 22, 2007

Lodgian, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or other jurisdiction
of incorporation) 001-14537
(Commission File Number) 52-2093696
(I.R.S. Employer
Identification No.)

3445 Peachtree Road, N.E., Suite 700
Atlanta, GA 30326
(Address of principal executive offices)

(404) 364-9400
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 7.01. Regulation FD Disclosure.
	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
Exhibit Index
EX-99.1 PRESS RELEASE DATED AUGUST 24, 2007
EX-99.2 EXECUTIVE COMMITTEE CHARTER

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 24, 2007, Lodgian, Inc. (the “Company”) issued a press release disclosing, among other things, that it has completed a cost reduction initiative that included a downsizing of corporate office staff and the consolidation of certain of the Company’s operating regions. In connection with this initiative, the Company terminated the employment agreement dated March 29, 2007, with Mark D. Linch, (the “Employment Agreement”) its former Senior Vice President of Capital Investment.

Pursuant to the terms of the Employment Agreement, after execution of a document releasing the Company from any and all claims, Mr. Linch is entitled to a severance payment of 50% of his base salary plus $37,501.50. The severance payment owed totals $150,001.50. In addition, 4,667 shares of previously unvested restricted common stock of the Company held by Mr. Linch will vest. Mr. Linch will also be eligible for reimbursement of COBRA insurance premiums for a period up to 6 months and payment of accrued, but unused vacation.

Item 7.01. Regulation FD Disclosure.

On August  24, 2007, Lodgian, Inc. issued a press release, a copy of which is attached as Exhibit 99.1 hereto.

Item 8.01. Other Events.

On August 22, 2007, the Company’s Board of Directors approved a stock repurchase program, authorizing the Company to buy back up to $30,000,000 of the Company’s common stock over a period ending August 22, 2009. The Company issued a press release on August 24, 2007, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also, on August 22, 2007, the Board of Directors formed an executive committee which will be composed of Edward Rohling, Peter Cyrus, Alex Lieblong and Mark Oei. The Board of Directors also adopted an Executive Committee Charter, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 — Press release of Lodgian, Inc. dated August 24, 2007.

Exhibit 99.2 — Lodgian, Inc. Executive Committee Charter

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Lodgian, Inc. Dated: August 24, 2007
By:	/s/ Daniel E. Ellis
	Daniel E. Ellis
	Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release of Lodgian, Inc. dated August 24, 2007
99.2	Lodgian, Inc. Executive Committee Charter

EX-99.1

Exhibit 99.1

For Immediate Release
Contact:
Debi Ethridge	Jerry Daly or Carol McCune
Vice President, Finance & Investor Relations	Daly Gray Public Relations (Media)
dethridge@lodgian.com	jerry@dalygray.com
(404) 365-2719	(703) 435-6293

Lodgian Provides Interim Information on its Pursuit of Strategic Alternatives
to Enhance Shareholder Value

ATLANTA, Ga., August 24, 2007—Lodgian, Inc. (AMEX: LGN), one of the nation’s largest independent owners and operators of full-service hotels, today released information to update investors regarding the company’s previously announced review of strategic alternatives to enhance shareholder value. These plans include implementing share repurchases and a cost reduction initiative that the company anticipates will save between $4 and $4.5 million annually.

Since the January 22, 2007 announcement of its review, the company has explored a number of strategic alternatives, including, without limitation, a sale of the company. Lodgian has entered into confidentiality agreements with certain interested parties, made substantial amounts of detailed information available to them pursuant to those confidentiality agreements, engaged in management presentations with selected parties, solicited and received several indications of interest, and in several cases engaged in substantive discussions with regard to the sale of the company. Although the company has received numerous indications of interest, it has received none to date that the Board of Directors judged appropriate to present to shareholders. Additionally, the recent

volatility in the debt and credit markets may inhibit or delay the feasibility of implementing certain strategic alternatives.

The current review of strategic alternatives has enabled the company’s Board of Directors to form a view that at the current market price, Lodgian’s shares are undervalued and that they represent an attractive opportunity for investment of the Company’s available cash. The company’s Board of Directors has authorized the repurchase of up to $30 million of its common stock over a period ending no later than August 22, 2009. Once commenced, the repurchases may continue even as the company continues to explore other strategic alternatives for the enhancement of shareholder value, including a sale of the Company. Any such transaction could involve one of the parties who has expressed interest, or has expressed a continuing interest in such a transaction, or could involve new parties. Lodgian has temporarily suspended discussions with interested parties but plans to resume such discussions, and may also begin its share repurchases, at or after a time that is at least 48 hours after the company files this announcement with the SEC under Form 8-K.

Investors should be aware that as a result, it is possible that the company may be repurchasing shares at a time when it is evaluating strategic alternatives, including without limitation a potential sale of the company, and that this raises the possibility that a company repurchase might occur shortly prior to, and at a lower price than it negotiates for a sale of the company. Any share repurchases by the company would be conducted in accordance with the requirements of the safe harbor provisions of SEC Rule 10b-18.

Despite the current volatility in the debt and credit markets, the company believes that it presently has a strong liquidity position. As of July 31, 2007, the company had consolidated long- term obligations of $376 million, including $4.1 million relating to held-for-sale assets and unrestricted cash balances and cash equivalents of $82.9 million. Of note, the company engaged in substantial refinancing activity during the past two years. Assuming certain extension options are exercised, only 2 percent of total mortgage debt will mature within the next 12 months and the current weighted average cost of debt is 6.85 percent. At the present time 56 percent of total mortgage debt is fixed-rate financing and 44 percent is variable-rate financing. The variable-rate debt bears a weighted average interest rate of 7.16 percent and is subject to interest rate caps that effectively limit the weighted average maximum rate on the company’s variable-rate debt to 8.48 percent. A 100 basis point increase in the current weighted average interest rate payable on the company’s variable-rate debt would reduce pretax annual income by $1.4 million.

As part of its review of strategic alternatives to enhance shareholder value, the company has continued with its previously announced plan for the sale of certain assets, having sold 23 hotels since November 1, 2006 for aggregate proceeds, net of mortgage debt repayment, brokerage and other transactional costs of $83.9 million. In addition, the company acquired the 50 percent interest of its joint venture partner in the oceanfront Crowne Plaza – Melbourne, Florida hotel, which includes approximately 7 acres of undeveloped land across the street from the hotel, for $13.5 million, and now owns 100 percent of that property.

Further, Lodgian is pursuing a cost-reduction initiative that the company expects will save between $4 and $4.5 million annually. The restructuring includes downsizing corporate office

staff and consolidating its five current operating regions into two regions. This restructuring was completed on August 23, 2007. The company will take a charge of $1 million associated with the cost reduction initiative in the 2007 third quarter.

Management and the Board of Directors remain focused on the review of strategic alternatives and the enhancement of shareholder value through all reasonably available means, including, among others, a sale of the company.

The Company is also announcing the formation of an Executive Committee of the Board of Directors. The Executive Committee is composed of Edward J. Rohling, chief executive officer, and independent board members Alex Lieblong, Peter Cyrus and Mark Oei.

About Lodgian

     Lodgian is one of the largest independent owners and operators of full-service hotels in the United States. The company currently manages a portfolio of 48 hotels with 8,693 rooms located in 26 states and Canada. Of the company’s 48-hotel portfolio, 27 are InterContinental Hotels Group brands (Crowne Plaza, Holiday Inn, Holiday Inn Select and Holiday Inn Express), 12 are Marriott brands (Marriott, Courtyard by Marriott, SpringHill Suites by Marriott and Residence Inn by Marriott), four are Hilton brands (Hilton and Doubletree Club) and three are affiliated with two other nationally recognized franchisors. Two hotels are independent, unbranded properties. For more information about Lodgian, visit the company’s Web site: www.lodgian.com.

     This press release includes forward-looking statements related to Lodgian’s operations that are based on management’s current expectations, estimates and projections. These statements are not guarantees of future performance and actual results could differ materially. The words “may,” “should,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “plan,” and similar expressions are intended to identify forward-looking statements. Certain factors are not within the company’s control and readers are cautioned not to put undue reliance on forward-looking statements. These statements involve risks and uncertainties including, but not limited to, the company’s ability to generate sufficient working capital from operations and other risks detailed from time- to-time in the company’s SEC reports. The company undertakes no obligations to update events to reflect changed assumptions, the occurrence of unanticipated events or changes to future results over time.

EX-99.2

Exhibit 99.2

Lodgian, Inc.
Executive Committee Charter

Purpose

The Executive Committee (the “Committee”) has been constituted to discharge the responsibilities of the Board of Directors (the “Board”), subject to certain limitations set forth herein, in intervals between meetings of the Board.

Membership

The Committee shall consist of at least three members. A majority of the members of the Committee shall constitute a quorum thereof.

Committee Structure and Operations

The Committee shall appoint a chairman from among its members. The Committee shall fix its own rules of procedure and shall meet where and as provided by such rules or by resolution of the Committee. In addition to the regular meeting schedule established by the Committee, the chairman of the Committee may call a special meeting at any time.

The Secretary of the Corporation shall be the Secretary of the Committee unless the Committee designates otherwise.

The Committee shall act only (a) on the affirmative vote of a majority of the members at a meeting or (b) by unanimous written consent.

Committee Activities

The Committee shall, between meetings of the Board, have and exercise all power of the Board, provided, however, that the Committee shall not have the authority to:

1.	Adopt, amend or repeal any provision of the Corporation’s bylaws or Certificate of Incorporation;
2.	Elect or remove officers, fill vacancies on the Board or its committees (including the Committee), or fix compensation for officers, directors or committee members;
3.	Fix the number of directors of the Corporation;
4.	Declare dividends;
5.	Form committees of the Board or appoint members to existing committees;

6.	Assign any part of its duties to any other committee appointed by the Board;
7.	Issue additional stock of the Corporation or fix or determine the designations and any of the rights and preferences of any series of stock;
8	Authorize purchases by the Corporation of its own shares;
9.	Alter, amend or otherwise deal with any share repurchase program adopted by the Board;
10.	Recommend to the stockholders of the Company any action which requires stockholder approval;
11.	Approve any merger or share exchange involving the Company which does not require stockholder approval;
12.	Take or authorize any individual action or transaction involving the Company’s commitment, expenditure, investment, receipt of sale proceeds or incurrence of indebtedness in any amount in excess of One Million Dollars ($1,000,000) in whole or in aggregate for any single property, except to the extent otherwise authorized by the Board of Directors;
13.	Take or authorize any individual action or transaction that is within the authority and responsibilities of the Audit Committee, Compensation Committee or Nominating Committee of the Board of Directors.
14.	Take any action that the Delaware General Corporation Law prohibits a committee of a board of directors from taking.

Appointment and Removal

The members of the committee shall be appointed by the Board of Directors and each member shall serve until such member’s successor is duly elected and qualified or until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.

Committee Reports

The chairman of the Committee shall report on the Committee’s activities monthly to the Chairman of the Board and at each meeting of the Board and at such other times as the Chairman of the Board shall require.

The Committee shall at all times act in accordance with the Corporation’s bylaws and Certificate of Incorporation.