As filed with the Securities and Exchange Commission on June 1, 2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Chesapeake Lodging Trust
(Exact name of registrant as specified in its charter)
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Maryland
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27-0372343
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification Number)
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1997 Annapolis Exchange Parkway, Suite 410
Annapolis, Maryland
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21401
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(Address of principal executive offices)
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(Zip code)
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Chesapeake Lodging Trust Equity Plan
(Full title of the Plan)
Douglas W.
Vicari, Chief Financial Officer
1997 Annapolis Exchange Parkway, Suite 410
Annapolis, Maryland 21401
(Name and address of agent for service)
(410) 972-4142
(Telephone number, including area code, of agent for service)
Copies to:
James E. Showen
Kevin L. Vold
Hogan Lovells US LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a small reporting company)
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Smaller reporting company
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¨
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CALCULATION OF
REGISTRATION FEE
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Title of
securities to be registered
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Amount
to be
Registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee (3)
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Common Shares of Beneficial Interest, par value $0.01 per share
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2,750,000
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$17.705
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$48,688,750
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$5,580
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(1)
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Represents additional common shares of beneficial interest (the “Common Shares”) of Chesapeake Lodging Trust (the “Trust”) reserved for issuance
under the Chesapeake Lodging Trust Equity Plan (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an additional indeterminate
amount of shares to be offered or sold pursuant to the Plan and shares that may become issuable under the Plan by reason of certain corporate transactions or events, including any share dividend, share split, recapitalization or any other similar
adjustment of the Trust’s outstanding Common Shares.
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(2)
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Represents the average of the high and the low sales prices per Common Share of the Trust as reported on the New York Stock Exchange on May 25, 2012.
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(3)
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Computed in accordance with Rule 457(c) and (h) under the Securities Act.
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PART I
EXPLANATORY STATEMENT
We are filing this registration statement to
register an additional 2,750,000 Common Shares for issuance pursuant to the Plan. The increase in the number of Common Shares authorized for issuance under the Plan, as well as certain other amendments to the Plan that are described in our
definitive Proxy Statement for our 2012 Annual Meeting of Shareholders, were approved by our shareholders at our 2012 Annual Meeting of Shareholders, held on May 25, 2012. Pursuant to General Instruction E to Form S-8, the contents of the
earlier registration statements related to the Plan on Form S-8 filed on January 27, 2010 (File No. 333-164537) and February 16, 2011 (File No. 333-172311) are incorporated herein by reference except to the extent supplemented,
amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents, which the Trust has previously filed with the Commission, are hereby incorporated by reference into this registration statement:
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(1)
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The Trust’s Annual Report on Form 10-K for the year ended December 31, 2011;
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(2)
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The Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012;
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(3)
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The Trust’s Current Reports on Form 8-K filed with the Commission on March 1, 2012 and May 30, 2012; and
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(4)
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The description of the Trust’s Common Shares contained in its Registration Statement on Form 8-A, and all amendments or reports filed for the purpose of
updating such description.
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In addition, all documents and reports subsequently filed by the Trust pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities 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 or reports. Any statement contained in a document incorporated or deemed to be incorporated by
reference herein 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 document which also is or is deemed to be incorporated by
reference herein 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.
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Exhibit
No.
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Description
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5.1
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Opinion of Hogan Lovells US LLP regarding the validity of the common shares registered hereby
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10.1
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Chesapeake Lodging Trust Equity Plan (filed as Exhibit 10.1 to the Trust’s Registration Statement on Form S-8 filed with the Commission on January 27, 2010 (Reg. No.
333-164537) and incorporated herein by reference)
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10.1.1
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Amendment to the Chesapeake Lodging Trust Equity Plan (filed as Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed with the Commission on May 30, 2012 and
incorporated herein by reference)
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23.1
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Consent of Ernst & Young LLP
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23.2
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page hereto)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Annapolis, State of Maryland on June 1, 2012.
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CHESAPEAKE LODGING TRUST
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By:
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S
/ J
AMES
L. F
RANCIS
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James L. Francis
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President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints James L. Francis, Douglas W. Vicari and Graham J. Wootten, and each of them, as his attorney-in-fact and agent, with full
power of substitution and resubstitution for him in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with exhibits and other documents related thereto with the
Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all
that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities on June 1, 2012:
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Signature
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Title
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S
/ J
AMES
L.
F
RANCIS
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Trustee and President and Chief Executive Officer (Principal Executive Officer)
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James L. Francis
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S
/ D
OUGLAS
W.
V
ICARI
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Trustee and Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial
Officer)
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Douglas W. Vicari
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S
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RAHAM
J.
W
OOTTEN
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Senior Vice President, Chief Accounting Officer and Secretary (Principal Accounting Officer)
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Graham J. Wootten
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S
/ T
HOMAS
A.
N
ATELLI
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Chairman of the Board of Trustees
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Thomas A. Natelli
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S
/ T
HOMAS
D.
E
CKERT
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Trustee
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Thomas D. Eckert
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S
/ J
OHN
W.
H
ILL
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Trustee
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John W. Hill
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S
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EORGE
F.
M
C
K
ENZIE
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Trustee
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George F. McKenzie
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S
/ J
EFFREY
D.
N
UECHTERLEIN
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Trustee
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Jeffrey D. Nuechterlein
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EXHIBIT INDEX
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Exhibit
No.
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Description
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5.1
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Opinion of Hogan Lovells US LLP regarding the validity of the common shares registered hereby
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10.1
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Chesapeake Lodging Trust Equity Plan (filed as Exhibit 10.1 to the Trust’s Registration Statement on Form S-8 filed with the Commission on January 27, 2010 (Reg. No.
333-164537) and incorporated herein by reference)
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10.1.1
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Amendment to the Chesapeake Lodging Trust Equity Plan (filed as Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed with the Commission on May 30, 2012 and
incorporated herein by reference)
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23.1
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Consent of Ernst & Young LLP
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23.2
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page hereto)
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Exhibit 5.1
June 1, 2012
Board of Trustees
Chesapeake Lodging Trust
1997 Annapolis Exchange Parkway
Suite 410
Annapolis, Maryland 21401
Ladies
and Gentlemen:
We are acting as counsel to Chesapeake Lodging Trust, a Maryland real estate investment trust (the “
Trust
”),
in connection with its registration statement on Form S-8 (the “
Registration Statement
”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the proposed offering of up
to 2,750,000 newly issued common shares of beneficial interest, par value $.01 per share (the “
Common Shares
”) of the Trust (the “
Shares
”), all of which may be issued by the Trust pursuant to the Chesapeake Lodging
Trust Equity Plan, as amended (the “
Plan
”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in
connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and
documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). We also have assumed that
the Shares will not be issued in violation of the ownership limit contained in the Trust’s Articles of Amendment and Restatement of Declaration of Trust. As to all matters of fact, we have relied on the representations and statements of fact
made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland and
applicable provisions of the Maryland General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to the terms of
the Plan and the applicable award agreements, and (iii) receipt by the Trust of the consideration for the Shares specified in the applicable resolutions of the Board of Trustees or Compensation Committee thereof, and in the Plan and the
applicable award agreements, the Shares will be validly issued, fully paid and non-assessable.
This opinion letter has been prepared for your
use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of
the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN LOVELLS US LLP