<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1996.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUNRISE ASSISTED LIVING, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 8361 54-1746596
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
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9401 LEE HIGHWAY, SUITE 300
FAIRFAX, VIRGINIA 22031
(703) 273-7500
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)
PAUL J. KLAASSEN
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
SUNRISE ASSISTED LIVING, INC.
9401 LEE HIGHWAY, SUITE 300
FAIRFAX, VIRGINIA 22031
(703) 273-7500
(Name and address including zip code, and telephone number, including area code
of agent for service)
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COPIES TO:
<TABLE>
<S> <C>
ROBERT J. WALDMAN, ESQ. J. VAUGHAN CURTIS, ESQ.
GEORGE P. BARSNESS, ESQ. NILS H. OKESON, ESQ.
HOGAN & HARTSON L.L.P. ALSTON & BIRD
555 THIRTEENTH STREET, N.W. 1201 WEST PEACHTREE STREET
WASHINGTON, D.C. 20004 ATLANTA, GA 30309-3424
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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If any of the securities being registered on this Form are to offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 check the following box. / /
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration Statement number of the
earlier effective registration statement for the same offering. /x/ 333-2582
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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TITLE OF CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE(3)
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 805,000 $20.00 $16,100,000 $5,552
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(1) Includes shares that the Underwriters have the option to purchase to cover
over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the
registration fee.
(3) 5,750,000 shares were registered under Registration No. 333-2582 and a
filing fee of $37,673 was previously paid with the earlier registration
statement.
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<PAGE> 2
EXPLANATORY NOTE
This registration statement relates to the public offering of Common
Stock of Sunrise Assisted Living, Inc. contemplated by a Registration Statement
on Form S-1, Registration No. 333-2582 (the "Prior Registration Statement"),
and is filed solely to increase the number of shares to be offered in such
offering by 805,000 shares, including up to 105,000 shares that may be sold by
selling stockholders pursuant to the Underwriters' over-allotment option. The
contents of the Prior Registration Statement are hereby incorporated by
reference.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Fairfax,
Commonwealth of Virginia, on the 30th day of May, 1996.
SUNRISE ASSISTED LIVING, INC.
By /s/ David W. Faeder
--------------------------------
David W. Faeder
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on May 30, 1996 by the following
persons in the capacities indicated.
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<CAPTION>
Signatures Title
---------- -----
<S> <C>
* Chairman of the Board of Directors,
- -------------------------------------- President and Chief Executive Officer
Paul J. Klaassen (Principal Executive Officer)
* Executive Vice President and Director
- --------------------------------------
Teresa M. Klaassen
/s/ David W. Faeder Executive Vice President, Chief Financial Officer,
- -------------------------------------- and Director (Principal Financial Officer)
David W. Faeder
/s/ Larry E. Hulse Controller (Principal Accounting Officer)
- --------------------------------------
Larry E. Hulse
* Director
- --------------------------------------
Ronald V. Aprahamian
* Director
- --------------------------------------
Thomas J. Donohue
* Director
- --------------------------------------
Richard A. Doppelt
* Director
- --------------------------------------
Scott F. Meadow
* Director
- --------------------------------------
Darcy J. Moore
</TABLE>
* David W. Faeder, by signing his name hereto, does sign this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons and filed with the Securities and Exchange Commission.
/s/ David W. Faeder
- -----------------------------------
David W. Faeder
<PAGE> 4
EXHIBIT INDEX
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<CAPTION>
Table
Exhibit
Number Page Number
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<S> <C>
5 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hoffman, Morrison & Fitzgerald P.C.
23.3 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5)
*24 Power of attorney from officers and directors of the Company
signing by an attorney-in-fact
</TABLE>
- ----------------------------------
* Incorporated by reference from the Registration Statement on Form S-1 of the
Registrant, Registration No. 333-2582.
<PAGE> 1
[HOGAN & HARTSON L.L.P. LETTERHEAD]
May 30, 1996
Board of Directors
Sunrise Assisted Living, Inc.
9401 Lee Highway, Suite 300
Fairfax, Virginia 22031
Ladies and Gentlemen:
We are acting as counsel to Sunrise Assisted Living Inc., a Delaware
corporation (the "Company"), in connection with its registration statement on
Form S-1, as amended (the "Registration Statement"), filed. pursuant to Rule
462(b) with the Securities and Exchange Commission relating to the proposed
public offering of up to 805,000 shares of the Company's common stock, par
value $.01 per share, 700,000 of which shares (the "Company Shares") are to be
sold by the Company, and 105,000 of which shares (the "Selling Stockholder
Shares") are to be sold by the Selling Stockholders identified in the
Registration Statement if the Underwriters exercise their over-allotment
option. 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.
Section 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Certificate of Incorporation of the Company, as certified
by the Secretary of the Company on the date hereof as
then being complete, accurate and in effect.
3. The Bylaws of the Company, as certified by the Secretary of the
Company on the date hereof as then being complete,
accurate and in effect.
<PAGE> 2
Board of Directors
Sunrise Assisted Living, Inc.
May 30, 1996
Page 2
4. The proposed form of Underwriting Agreement among the Company
and the several Underwriters to be named therein, for
whom Donaldson, Lufkin & Jenrette Securities Corporation, Alex.
Brown & Sons Incorporated and Natwest Securities Limited will
act as representatives, incorporated by reference as Exhibit 1
to the Registration Statement (the "Underwriting Agreement").
5. Resolutions of the Board of Directors of the Company adopted on
March 19, 1996 and May 29, 1996, and of the Pricing
Committee of the Board of Directors adopted on May 30, 1996, as
certified by the Secretary of the Company on the date hereof as
then being complete, accurate and in effect, relating to the
issuance and sale of the Company Shares and arrangements in
connection therewith.
6. Resolutions of the Board of Directors of the Company adopted on
December 19, 1994, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate and
in effect, relating to the issuance and sale by the Company to
the Selling Stockholders of the Selling Stockholder Shares and
arrangements in connection therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, 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).
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 the General
Corporation Law of the State of Delaware. We express no opinion herein as to
any other laws, statutes, regulations, or ordinances.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, assuming that at the time the Selling Stockholder Shares were
issued the Company received the consideration therefor specified in the
resolutions of the Board of Directors referred to in paragraph 6 above, the
Selling Stockholder Shares are validly issued, fully paid and nonassessable
under the General Corporation Law
<PAGE> 3
Board of Directors
Sunrise Assisted Living, Inc.
May 30, 1996
Page 3
of the State of Delaware, and following issuance of the Company Shares
pursuant to the terms of the Underwriting Agreement and receipt by the Company
of the consideration for the Company Shares specified in the resolutions of the
Board of Directors and the Pricing Committee referred to in paragraph 5 above,
the Company Shares will be validly issued, fully paid and nonassessable under
the General Corporation Law of the State of Delaware.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has
been prepared solely for your use in connection with the filing of the
Registration Statement on the date of this opinion letter and should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus incorporated by reference as a part of 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 & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement and
related Prospectus on form S-1 of our report dated February 15, 1996 (except
notes 10 and 16 as to which the date is May 28, 1996) on the financial
statements of Sunrise Assisted Living, Inc. included in the Company's
Registration Statement on form S-1 No. 333-2582, which is incorporated by
reference in this Registration Statement. We also consent to the incorporation
by reference of the references to our firm under the captions "Selected
Financial Data" and "Experts".
ERNST & YOUNG LLP
Washington, D.C.
May 30, 1996
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement and related Prospectus on form S-1 of our reports dated March 13,
1996 on the combined financial statements of Sunrise Entities for the year ended
December 31, 1993 (not presented seperately in the Registartion Statement) and
the combined financial statements of Acquired Entities of Sunrise for the year
ended December 31, 1993 included in the Company's Registration Statement on
form S-1 No. 333-2582, which is incorporated by reference in this Registration
Statement. We also consent to the incorporation by reference of the references
to our firm under the caption "Experts" in the Prospectus.
HOFFMAN, MORRISON, & FITZGERALD, P.C.
Vienna, Virginia
May 30, 1996
