<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Sunrise Assisted Living, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 54-1746596
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
9401 Lee Highway, Suite 300, Fairfax, Virginia 22031
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
</TABLE>
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
---------------------------------------------------
(Title of class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock of the Registrant registered
hereby is incorporated by reference to the description of the Registrant's
capital stock set forth under the heading "Description of Capital Stock" in the
Registrant's Form S-1 Registration Statement (No. 333-2582), as filed with the
Securities and Exchange Commission on March 20, 1996, and any amendments to
such Registration Statement filed subsequently thereto (the "Form S-1"),
including any form of Prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended.
ITEM 2. EXHIBITS.
The following exhibits are incorporated by reference to the specified
exhibits to Amendment No. 2 to the Form S-1 as part of this Registration
Statement:
1. Form of Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Form S-1).
2. Form of Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 to the Form S-1).
3. Form of Common Stock certificate of the Registrant (incorporated
by reference to Exhibit 4.1 to the Form S-1).
4. Form of Stockholder Rights Agreement (incorporated by reference
to Exhibit 4.2 to the Form S-1).
- 2 -
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
SUNRISE ASSISTED LIVING, INC.
Date: May 28, 1996 By:/s/Thomas B. Newell
--------------------------------
Thomas B. Newell
Executive Vice President
and General Counsel
- 3 -
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- --------------- ----------- ----
<S> <C>
1 Form of Restated Certificate of Incorporation
of the Registrant (incorporated by reference to
Exhibit 3.1 to the Form S-1)
2 Form of Amended and Restated Bylaws
of the Registrant (incorporated by reference to
Exhibit 3.2 to the Form S-1)
3 Form of Common Stock certificate of the
Registrant (incorporated by reference to
Exhibit 4.1 to the Form S-1)
4 Form of Stockholder Rights Agreement (incorporated
by reference to Exhibit 4.2 to the Form S-1)
</TABLE>
- 4 -
