-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RdvDhAoiA5jSZCFMaKvs/4rUgBqtzjj7QarNu+WSb2myu+i3lDWcE5fZuXMJnKIE bn/SniTUe/XKWn3bE2Z4BA== 0000914760-97-000131.txt : 19970730 0000914760-97-000131.hdr.sgml : 19970730 ACCESSION NUMBER: 0000914760-97-000131 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970729 EFFECTIVENESS DATE: 19970729 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIHOST PROPERTIES INC CENTRAL INDEX KEY: 0000778423 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 363312434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-32331 FILM NUMBER: 97647337 BUSINESS ADDRESS: STREET 1: 2400 E DEVON AVE STE 280 CITY: DES PLAINES STATE: IL ZIP: 60018 BUSINESS PHONE: 7082984500 MAIL ADDRESS: STREET 1: 2400 E DEVON AVE STREET 2: SUITE 280 CITY: DES PLAINES STATE: IL ZIP: 60018 FORMER COMPANY: FORMER CONFORMED NAME: AMERICA POP INC DATE OF NAME CHANGE: 19871111 S-8 1 As filed with the Securities and Exchange Commission on July 29, 1997 Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 AMERIHOST PROPERTIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-3312434 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2400 EAST DEVON AVENUE, SUITE 280 DES PLAINES, ILLINOIS 60018 (Address of Principal Executive Offices) (Zip Code) AMERIHOST PROPERTIES, INC. STOCK OPTION PLANS FOR KEY PERSONNEL (Full title of each plan) MICHAEL P. HOLTZ (847) 298-4500 PRESIDENT AND CHIEF EXECUTIVE OFFICER (Telephone number, 2400 EAST DEVON AVENUE, SUITE 280 including area code, DES PLAINES, ILLINOIS 60018 of agent for service) (Name and address of agent for service)
CALCULATION OF REGISTRATION FEE PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF BE REGISTERED REGISTERED SHARE PRICE<1> REGISTRATION FEE Common Stock (par value 120,000 shares $6.3125 $757,500.00 $230.00 $.005 per share) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, based on the average of the high and low sales prices of a share of Common Stock of the Registrant on the Nasdaq National Market on July 28, 1997. An undetermined number of additional shares may be issued if the anti-dilution adjustment provisions of the plans become operative.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registration Statement on Form S-8 filed by Amerihost Properties, Inc. on December 27, 1996 (File No. 333-1887) with the Securities and Exchange Commission (the "Commission") is incorporated herein by reference. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 this registration statement and to be part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. SIGNATURES 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 Des Plaines, Illinois on July 28, 1997. AMERIHOST PROPERTIES, INC. By: /s/ Michael P. Holtz Michael P. Holtz President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael P. Holtz and Russell J. Cerqua, and each of them, his true and lawful attorney-in-fact and agent, each with full power of substitution and revocation, 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, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement and the foregoing power of attorney have been signed by the following persons in the capacities and on the dates indicated: SIGNATURE TITLE DATE /s/ H. Andrew Torchia Chairman of the Board H. Andrew Torchia of Directors July 28, 1997 /s/ Michael P. Holtz President, Chief Michael P. Holtz Executive Officer and July 28, 1997 Director (Principal Executive Officer) /s/ Russell J. Cerqua Executive Vice Russell J. Cerqua President of Finance, July 28, 1997 Secretary, Treasurer, Chief Financial Officer and Director (Principal Financial Officer) /s/ James B. Dale Vice President of July 28, 1997 James B. Dale Finance and Controller (Principal Accounting Officer) /s/ Reno J. Bernardo Director July 28, 1997 Reno J. Bernardo /s/ Salomon J. Dayan Director Salomon J. Dayan July 28, 1997 EXHIBIT INDEX EXHIBIT DESCRIPTION OF EXHIBIT NUMBER 4(a) Restated Certificate of Incorporation of the Company, as amended, incorporated herein by reference to the Registrant's Registration Statement on Form S-8 (no. 333-18887). 4(b) By-Laws of the Company, incorporated herein by reference to the Company's Report on Form 10-K filed on March 26, 1993. 5 Opinion of McDermott, Will & Emery as to the legality of the securities being registered. 23(a) Consent of McDermott, Will & Emery (included in its opinion filed as Exhibit 5). 23(b) Consent of BDO Seidman, LLP. 24 Power of Attorney (included with the signature page to this registration statement). EX-5 2 Exhibit 5 July 28, 1997 Board of Directors Amerihost Properties, Inc. 2400 East Devon Avenue, Suite 280 Des Plaines, Illinois 60018 RE: Registration Statement on Form S-8, as amended 120,000 Common Shares (par value $.005) to be issued pursuant to certain Stock Option Plans for Key Employees (collectively, the "Plans") Gentlemen: You have requested our opinion in connection with the above-referenced Registration Statement on Form S-8 (the "Registration Statement") of Amerihost Properties, Inc. (the "Company"), to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, to register 120,000 shares of the common stock of the Company, $.005 par value (the "Common Stock"), which may be issued pursuant to the Plans. We have examined or considered: 1. A copy of the Company's Restated Certificate of Incorporation, as amended. 2. The By-Laws of the Company. 3. Telephonic confirmation of the Secretary of State of Delaware, as of a recent date, as to the good standing of the Company in that state. 4. Copies of resolutions duly adopted by the Board of Directors of the Company relating to the Plans. 5. Copies of the forms of option underlying the Plans. In addition to the examination outlined above, we have conferred with various officers of the Company and have ascertained or verified, to our satisfaction, such additional facts as we deemed necessary or appropriate for the purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, the genuineness of all signatures on documents reviewed by us and the legal capacity of natural persons. Based on the foregoing, we are of the opinion that all corporate proceedings necessary for the authorization, issuance and delivery of the Common Stock under the Plans have been duly taken and upon acquisition pursuant to the terms of the Plans, the Common Stock will be validly issued, fully paid and nonassessable. Members of our firm are admitted to the practice of law in the State of Illinois and we express no opinion as to the laws of any jurisdiction other than the laws of the State of Illinois , the General Corporation Law of the State of Delaware and the laws of the United Stated of America. This opinion is furnished to you solely for your benefit in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. Notwithstanding the foregoing, we hereby consent to the references to our firm in the Registration Statement and to the filing of this opinion by the Company as an Exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ McDermott, Will & Emery McDERMOTT, WILL & EMERY EX-23.(B) 3 Exhibit 23(b) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Amerihost Properties, Inc. Des Plaines, Illinois We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Amerihost Properties, Inc. Stock Option Plans for Key Personnel of our report dated March 20, 1997, relating to the consolidated financial statements of Amerihost Properties, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 1996. Chicago, Illinois BDO SEIDMAN, LLP July 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----