As filed with the Securities and Exchange Commission on March 27, 2003
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
________________________
LASALLE HOTEL PROPERTIES
(Exact name of registrant as specified in its charter)
Maryland 36-4219376
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4800 Montgomery Lane, Suite M25
Bethesda, Maryland 20814
(301) 941-1500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
________________________
LaSalle Hotel Properties 1998 Share Option and Incentive Plan
(Full title of the plan)
_______________________
Jon E. Bortz Copy to:
President and Chief Executive Officer Michael F. Taylor, Esq.
LaSalle Hotel Properties Sidley Austin Brown & Wood LLP
4800 Montgomery Lane, Suite M25 555 California Street
Bethesda, Maryland 20814 San Francisco, California 94104
(301) 941-1500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
--------------------------- ------------------- ------------------- ------------------- -------------------
Proposed maximum Proposed maximum
Title of Securities Amount to offering price aggregate Amount of
to be registered be registered per share offering price registration fee
--------------------------- ------------------- ------------------- ------------------- -------------------
Common Shares of 400,000(1) $13.01(2) $5,202,000(3) $421(4)
Beneficial Interest, par
value $.01 per share.......
--------------------------- ------------------- ------------------- ------------------- -------------------
(1) Plus such additional number of shares as may be required by reason of the
anti-dilution provisions of the LaSalle Hotel Properties 1998 Share Option
and Incentive Plan.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act").
(3) Calculated pursuant to Rule 457(c) and (h) under the Securities Act based
on the average of the high and low prices for the Common Shares reported
on the New York Stock Exchange on March 25, 2003.
(4) In accordance with Rule 457(h), the filing fee is based on the maximum
number of the registrant's securities issuable under the LaSalle Hotel
Properties 1998 Share Option and Incentive Plan that are covered by this
Registration Statement.
==============================================================================
STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
This registration statement on Form S-8 registers additional securities
of the same class as other securities of the Registrant for which registration
statements, also filed on Form S-8 by the Registrant and relating to the
Registrant's 1998 Share Option and Incentive Plan (the "Plan"), are effective.
Accordingly, the contents of the Registrant's registration statements on Form
S-8 (File Nos. 333-72265 and 333-86911), as filed with the Securities and
Exchange Commission ("SEC") on February 12, 1999 and October 10, 1999,
respectively, are hereby incorporated by reference. After giving effect to
this filing, an aggregate of 1,900,000 shares of the Registrant's common
shares of beneficial interest, par value $.01 per share, have been registered
for issuance pursuant to the Registrant's Plan.
ITEM 8. EXHIBITS
4(a)* Articles of Amendment and Restatement of Declaration of
Trust of the Registrant.
4(b)** Amended and Restated Bylaws of the Registrant.
4(c) LaSalle Hotel Properties 1998
Share Option and Incentive Plan,
as amended through March 27, 2003.
5 Opinion of Sidley Austin Brown & Wood LLP.
23(a) Consent of Sidley Austin Brown & Wood LLP (included as part
of Exhibit 5).
23(b) Consent of KPMG LLP.
24 Power of Attorney (included on the signature page of this
Registration Statement).
* Previously filed as an exhibit to the Registrant's Form 10-Q filed with
the SEC on August 14, 1998 and incorporated herein by reference.
** Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-3 (No. 333-104054) on March 27, 2003 and
incorporated herein by reference.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, LaSalle Hotel
Properties 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 Bethesda, MD, on this 27th day of March 2003.
LASALLE HOTEL PROPERTIES
By: /s/ Hans S. Weger
----------------------------------------
Hans S. Weger
Executive Vice President, Treasurer and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
trustees of LaSalle Hotel Properties hereby severally constitute Jon E. Bortz,
Michael D. Barnello and Hans S. Weger, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments to said Registration
Statement, and generally to do all such things in our names and in our
capacities as officers and trustees to enable LaSalle Hotel Properties to
comply with the provisions of the Securities Act of 1933, and all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them to said
Registration Statement and any and all amendments thereto.
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 dates indicated.
Signature Title Date
--------- ----- ----
Chairman, President and Chief March 27, 2003
/s/ Jon E. Bortz Executive Officer
------------------------------------------
Jon E. Bortz
/s/ Darryl Hartley-Leonard Trustee March 27, 2003
------------------------------------------
Darryl Hartley-Leonard
/s/ Kelly L. Kuhn Trustee March 27, 2003
------------------------------------------
Kelly L. Kuhn
/s/ William S. McCalmont Trustee March 27, 2003
------------------------------------------
William S. McCalmont
/s/ Donald S. Perkins Trustee March 27, 2003
------------------------------------------
Donald S. Perkins
/s/ Stuart L. Scott Trustee March 27, 2003
------------------------------------------
Stuart L. Scott
/s/ Donald A. Washburn Trustee March 27, 2003
------------------------------------------
Donald A. Washburn
3
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4(a)* Articles of Amendment and Restatement of Declaration
of Trust of the Registrant.
4(b)** Amended and Restated Bylaws of the Registrant.
4(c) LaSalle Hotel Properties 1998
Share Option and Incentive Plan,
as amended through March 27, 2003.
5 Opinion of Sidley Austin Brown & Wood LLP.
23(a) Consent of Sidley Austin Brown & Wood LLP (included as part
of Exhibit 5).
23(b) Consent of KPMG LLP.
24 Power of Attorney (included on the signature page of this
Registration Statement).
* Previously filed as an exhibit to the Registrant's Form 10-Q filed with
the SEC on August 14, 1998 and incorporated herein by reference.
** Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-3 (No. 333-104054) on March 27, 2003 and
incorporated herein by reference.
4