As filed with the Securities and Exchange Commission on September 17, 1996
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REGENT ASSISTED LIVING, INC.
(Exact name of registrant as specified in its charter)
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OREGON 93-1171049
(State or other jurisdiction (IRS Employer
of incorporation or organizatio Identification No.)
2260 US Bancorp Tower
111 SW Fifth Avenue
Portland, Oregon 97204
(Address of Principal (Zip Code)
Executive Offices)
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Regent Assisted Living, Inc.
1995 Stock Incentive Plan
(Full title of plan)
David R. Gibson
Vice President for Corporate Affairs
Regent Assisted Living, Inc.
2260 US Bancorp Tower
111 SW Fifth Avenue
Portland, OR 97204
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 227-4000
Copy to:
Todd A. Bauman
Stoel Rives LLP
900 S.W. Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------
Proposed Proposed Amount
Maximum Maximum of
Amount Offering Aggregate Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share(1) Price(1) Fee
- ------------------- ---------- --------- --------- -------
<S> <C> <C> <C> <C>
Common Stock 400,000 Shares $7.50 $2,556,085 $881.41
- -------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. Of the
shares to be registered, 290,500 shares are subject to options with an
average exercise price of $6.82. The calculation of the registration
fee for the balance of the shares is based on $5.25, which was the
average of the high and low prices of the Common Stock on September
16, 1996 as reported in The Wall Street Journal for Nasdaq National
Market issues.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
----------------------------------------
The following documents filed by Regent Assisted Living, Inc.
(the "Company") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933 that contains
audited financial statements for the Company's latest fiscal year for
which such statements have been filed;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
annual report or prospectus referred to in (a) above; and
(c) The description of the common stock of the Company contained
in the Company's registration statement filed under Section 12 of the
Exchange Act, including any amendment or report updating such
description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such reports and documents.
Item 4. Description of Securities.
--------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Article IV (the "Article") of the Company's Restated Articles of
Incorporation requires the Company to indemnify directors to the fullest
extent not prohibited by law. The right to and amount of indemnification
will be ultimately subject
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<PAGE>
to determination by a court that indemnification in the circumstances
presented is consistent with public policy considerations and other
provisions of the law. It is likely, however, that the Article would
require indemnification at least to the extent that indemnification is
authorized by the Oregon Business Corporation Act (the "Act"). The effect
of the Act is summarized as follows:
(a) The Act permits a corporation to grant a right of
indemnification in respect of any pending, threatened or completed action,
suit or proceeding (the "proceeding"), other than an action by or in the
right of the corporation, against expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred, provided the person concerned acted in good faith and
in a manner the person reasonably believed to be in or at least not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful. Indemnification is not permitted in connection with a
proceeding in which a person is adjudged liable on the basis that personal
benefit was improperly received, unless indemnification is permitted by a
court upon a finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. The
termination of a proceeding by judgment, order, settlement or conviction or
upon plea of nolo contendere or its equivalent is not, of itself,
determinative that the person did not meet the prescribed standard of
conduct.
(b) The Act permits a corporation to grant a right of
indemnification in respect of any proceeding by or in the right of the
corporation against the reasonable expenses (including attorneys' fees)
incurred if the person concerned acted in good faith and in a manner the
person reasonably believed to be in or at least not opposed to the best
interests of the corporation, except that no indemnification may be granted
if such person is adjudged to be liable to the corporation unless permitted
by a court.
(c) The corporation may not indemnify a person in respect of a
proceeding described in (a) or (b) above unless it is determined in the
specific case that indemnification is permissible because the person has
met the prescribed standard of conduct by any one of the following: (i) the
Board of Directors, by a majority vote of a quorum consisting of directors
not at the time parties to the proceeding, (ii) if a quorum of directors
not parties to the proceeding cannot be obtained, by a majority vote of a
committee of two or more directors not at the time parties to the
proceeding, (iii) by special legal counsel selected by the Board of
Directors or such committee thereof, as described in (i) and (ii) above, or
(iv) by the shareholders. Indemnification can also be ordered by a court if
the court determines that indemnification is fair in view of all of the
relevant circumstances. Notwithstanding the foregoing, every person who has
been wholly successful, on the merits or otherwise, in defense of a
proceeding described in (a) or (b) above is entitled to be indemnified as a
matter of right against reasonable expenses incurred in connection with the
proceeding.
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<PAGE>
(d) The corporation may pay for or reimburse the reasonable
expenses incurred in defending a proceeding in advance of the final
disposition thereof if the director or officer receiving the advance
furnishes (i) a written affirmation of his or her good faith belief that he
or she has met the prescribed standard of conduct and (ii) a written
undertaking to repay the advance in the event indemnification is not
authorized.
The rights of indemnification described above are not exclusive
of any other rights of indemnification to which officers or directors may
be entitled under any statute, agreement, vote of shareholders, action of
directors or otherwise. The Company has entered into agreements with each
of its directors providing for indemnity and advancement of expenses to the
fullest extent not prohibited by Oregon law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful
defense of any action , suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
---------
5 Opinion of Stoel Rives LLP.
23.1 Consent of Coopers & Lybrand, LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5).
24 Powers of Attorney.
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<PAGE>
Item 9. Undertakings.
-------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this
registration statement to include any additional or
changed material information on the plan of
distribution.
(2) For determining any liability under the Securities Act,
to treat each post-effective amendment as a new
registration statement of the securities offered, and
the offering of the securities at that time to be the
initial bona fide offering.
(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold
at the end of the offering.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Portland, State of Oregon, on
September 16, 1996.
REGENT ASSISTED LIVING, INC.
By WALTER C. BOWEN
------------------------------------
Walter C. Bowen
President, Chief Executive Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 16, 1996.
Signature Title
--------- -----
WALTER C. BOWEN President, Chief Executive
- ----------------------------- Officer, Chairman of the Board and
Walter C. Bowen Director (Principal Executive Officer)
STEVEN L. GISH Chief Financial Officer, Treasurer,
- ----------------------------- Secretary and Director (Principal
Steven L. Gish Financial and Accounting Officer)
JAMES W. EKBERG* Director
- -----------------------------
James W. Ekberg
ERIC W. JACOBSEN* Director
- -----------------------------
Eric W. Jacobsen
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<PAGE>
PETER J. BRIX* Director
- -----------------------------
Peter J. Brix
GARY R. MAFFEI* Director
- -----------------------------
Gary R. Maffei
COREY M. SMITH* Director
- -----------------------------
Corey M. Smith
MARVIN S. HAUSMAN* Director
- -----------------------------
Marvin S. Hausman
*By STEVEN L. GISH
--------------------------------
Steven L. Gish, Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
5 Opinion of Stoel Rives LLP.
23.1 Consent of Coopers & Lybrand, LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5).
24 Powers of Attorney.
EXHIBIT 5
September 17, 1996
Board of Directors
Regent Assisted Living, Inc.
2260 US Bancorp Tower
111 SW Fifth Avenue
Portland, Oregon 97204
We have acted as counsel for Regent Assisted Living, Inc. (the
"Company") in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended, covering 400,000 shares of common stock (the "Shares") of the
Company issuable in connection with the Company's 1995 Stock Incentive Plan
(the "Plan"). We have reviewed the corporate actions of the Company in
connection with this matter and have examined those documents, corporate
records and other instruments we deemed necessary for the purposes of this
opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the state of Oregon; and
2. The Shares have been duly authorized and, when issued pursuant to
the Plan and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Regent Assisted Living, Inc. on Form S-8 (File No. 333- ) of our report
dated March 8, 1996 on our audit of the financial statements of Regent
Assisted Living, Inc. as of December 31, 1995 and for the year then ended,
our report dated March 8, 1996 on our audits of the combined financial
statements of Regent Assisted Living Group as of December 31, 1994 and 1995
and for each of the three years in the period ended December 31, 1995 and
our report dated March 8, 1996 on our audits of Sunshine Villa for the
years ended December 31, 1993 and 1994 and the eleven months ended November
30, 1995, which reports are included in the Annual Report on Form 10-KSB of
Regent Assisted Living, Inc. for the year ended December 31, 1995.
COOPERS & LYBRAND LLP
Portland, Oregon
September 16, 1996.
EXHIBIT 24
POWER OF ATTORNEY
(1995 Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned, each an
officer and/or director of REGENT ASSISTED LIVING, INC. (the "Company"),
hereby constitutes and appoints WALTER C. BOWEN and STEVEN L. GISH, and
each of them, his true and lawful attorneys and agents to do any and all
acts and things and to execute in his name any and all instruments which
such attorneys and agents may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended
(the "Securities Act"), and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under
the Securities Act of shares of Common Stock of the Company issuable
pursuant to the Company's 1995 Stock Incentive Plan, including
specifically, but without limitation thereto, power and authority to sign
his name to a Registration Statement on Form S-8 and any amendment thereto
(including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith,
and to file the same with the Securities and Exchange Commission, and each
of the undersigned hereby ratifies and confirms all that such attorneys and
agents shall do or cause to be done by virtue hereof.
DATED: September 16, 1996
WALTER C. BOWEN PETER J. BRIX
- ----------------------------- -----------------------------
Walter C. Bowen Peter J. Brix
STEVEN L. GISH GARY R. MAFFEI
- ----------------------------- -----------------------------
Steven L. Gish Gary R. Maffei
JAMES W. EKBERG COREY M. SMITH
- ----------------------------- -----------------------------
James W. Ekberg Corey M. Smith
ERIC W. JACOBSEN MARVIN S. HAUSMAN
- ----------------------------- -----------------------------
Eric W. Jacobsen Marvin S. Hausman
