S-8

As filed with the Securities and Exchange Commission on May 18, 2021

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

SUMMIT HOTEL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation or organization)	27-2962512 (IRS Employer Identification No.)
13215 Bee Cave Parkway, Suite B-300 Austin, Texas 78738 (Address of principal executive offices, including zip code)
Summit Hotel Properties, Inc. 2011 Equity Incentive Plan (Amended and Restated Effective May 13, 2021) (Full title of the plan)
Jonathan P. Stanner President and Chief Executive Officer 3215 Bee Cave Parkway, Suite B-300 Austin, Texas 78738 (512) 538-2300 Copy to: Mark W. Wickersham Hunton Andrews Kurth LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219-4074 Tel (804) 788-8200 Fax (804) 788-8218 (Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Common stock, par value $0.01 per share	3,000,000 shares	$	9.40	$	28,200,000	$	3,076.62

(1) Represents 3,000,000 shares of the Registrant’s common stock, par value $0.01 per share, issuable under the Summit Hotel Properties, Inc. 2011 Equity Incentive Plan, as amended and restated effective May 13, 2021 (the “Amended 2011 Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of common stock that become issuable under the Amended 2011 Plan by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.

(2) Estimated solely for the purpose of computing the registration fee. Calculated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act based on the average of the high and the low sales prices of the registrant’s common stock on the New York Stock Exchange on May 12, 2021.

Explanatory Note

On February 10, 2011, Summit Hotel Properties, Inc. (the “Company”) filed a registration statement on Form S-8 (File No. 333-172145) (the “Initial S-8”), relating to the registration of 2,344,045 shares of common stock issuable pursuant to the Company’s 2011 Equity Incentive Plan (as amended and restated through the date hereof, the “Plan”).

On June 15, 2015, the Company’s stockholders approved an amendment and restatement of the Plan pursuant to which the maximum aggregate number of shares of common stock issuable pursuant to the Plan was increased by 3,500,000 shares. On August 3, 2015 the Company filed a registration statement on Form S-8 (File No. 333-206050 (the “Prior S-8”), relating to the registration of 3,500,000 additional shares of common stock issuable pursuant to the Plan.

On May 13, 2021, the Company’s stockholders approved an amendment and restatement of the Plan pursuant to which the maximum aggregate number of shares of common stock issuable pursuant to the Plan was increased by 3,000,000 shares. The Plan is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2021.

This registration statement is filed by the Company on Form S-8 to register an additional 3,000,000 shares of common stock issuable pursuant to the Plan. In accordance with General Instruction E to Form S-8, this registration statement is filed to register securities of the same class as other securities for which a registration statement filed on Form S-8 relating to an employee benefit plan is effective. Accordingly, this registration statement incorporates by reference the contents of the Initial S-8 and the Prior S-8 to the extent not modified, amended or superseded by this registration statement.

Item 8. Exhibits.

Exhibit No.	Description
4.1	Specimen certificate of common stock of Summit Hotel Properties, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 5 to Registration Statement on Form S-11 filed by Summit Hotel Properties, Inc. on February 7, 2011)
5.1	Opinion of Venable LLP as to the legality of the securities being registered*
23.1	Consent of Venable LLP (included in the opinion filed as Exhibit 5.1)*
23.2	Consent of Ernst & Young LLP*
10.1	Summit Hotel Properties, Inc. 2011 Equity Incentive Plan, as amended and restated effective May 13, 2021 (filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A on March 26, 2021 and incorporated by reference herein)

* Filed herewith.

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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 the City of Austin, State of Texas, on May 18, 2021.

SUMMIT HOTEL PROPERTIES, INC.
By:	/s/ Jonathan P. Stanner
	Jonathan P. Stanner
	President and Chief Executive Officer

POWER OF ATTORNEY and Signatures

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Christopher R. Eng and Jonathan P. Stanner and each of them (with full power to act alone) as true and lawful attorneys-in-fact, and stead, in any and all capacities, to sign any amendments to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and the power of attorney appearing above have been signed below by the following persons in the capacities indicated.

Signature	Title	Date
/s/ Daniel P. Hansen Daniel P. Hansen	Executive Chairman of the Board of Directors	May 18, 2021
/s/ Jonathan P. Stanner Jonathan P. Stanner	President and Chief Executive Officer and Director (Principal Executive Officer)	May 18, 2021
/s/ William H. Conkling William H. Conkling	Chief Financial Officer (Principal Financial Officer)	May 18, 2021
/s/ Paul Ruiz Paul Ruiz	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	May 18, 2021
/s/ Amina Belouizdad Amina Belouizdad	Director	May 18, 2021
/s/ Bjorn R. L. Hanson Bjorn R. L. Hanson	Director	May 18, 2021
/s/ Jeffrey W. Jones Jeffrey W. Jones	Director	May 18, 2021
/s/ Kenneth J. Kay Kenneth J. Kay	Director	May 18, 2021
/s/ Thomas W. Storey Thomas W. Storey	Director	May 18, 2021
/s/ Hope S. Taitz Hope S. Taitz	Director	May 18, 2021

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EX-5.1

Exhibit 5.1

 

May 18, 2021

Summit Hotel Properties, Inc.

13215 Bee Cave Parkway, Suite B-300

Austin, Texas 78738

Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as Maryland counsel Summit Hotel Properties, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration by the Company of up to 3,000,000 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company issuable pursuant to the Summit Hotel Properties, Inc. 2011 Equity Incentive Plan As Amended and Restated Effective May 13, 2021 (the “Plan”) covered by the Registration Statement on Form S-8 (the “Registration Statement”), filed with the United States Securities and Exchange Commission (the “Commission”) by the Company on or about the date hereof under the Securities Act of 1933, as amended (the “1933 Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1.The Registration Statement in the form in which it was transmitted to the Commission under the 1933 Act;

2.The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3.The Second Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4.Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company relating to the approval of the Plan and the issuance of the Shares, certified as of the date hereof by an officer of the Company;

5.The Plan;

6.A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

7.A certificate executed by an officer of the Company, dated as of the date hereof; and

8.Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth herein, subject to the assumptions, limitations and qualifications stated herein.

 

Summit Hotel Properties, Inc.

May 18, 2021

Page 2

In expressing the opinion set forth below, we have assumed the following:

1.       Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.       Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.       Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and the obligations of such party set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.       All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5.       Upon issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

6.       The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership of shares of stock of the Company set forth in Article VII of the Charter.

7.       Each option, stock award, restricted stock unit, right or other security granted under the Plan pursuant to which Shares may be issued upon exercise, exchange or settlement, or otherwise (each, an “Award”), will be duly authorized and validly granted in accordance with the Plan, and any such Shares will be so issued in accordance with the terms of the Plan and any applicable stock option agreement, rights agreement or other award agreement entered into in connection with the grant of such Award (each, an “Award Agreement”).

 

Summit Hotel Properties, Inc.

May 18, 2021

Page 3

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.       The issuance of the Shares has been duly authorized and, when and if issued and delivered in accordance with the Resolutions and any other resolutions of the Board or a duly authorized committee thereof relating thereto, the Plan and any applicable Award Agreement, , the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or any other state law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Summit Hotel Properties, Inc. 2011 Equity Incentive Plan of Summit Hotel Properties, Inc. of our reports dated February 26, 2021, with respect to the consolidated financial statements of Summit Hotel Properties, Inc. and the effectiveness of internal control over financial reporting of Summit Hotel Properties, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Austin, Texas

May 18, 2021