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As filed with the Securities and Exchange Commission on June 5, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Sunrise Assisted Living, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
54-1746596
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(I.R.S. employer identification no.)
9401 Lee Highway, Suite 300, Fairfax, VA 22031
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(Address of principal executive offices) (Zip code)
1995 Stock Option Plan, as amended
1996 Directors' Stock Option Plan
Stock Option Agreement entered into, effective
January 4, 1995, by and between Sunrise Assisted
Living, Inc. and David W. Faeder
--------------------------------
(Full title of the plans)
Thomas B. Newell, Executive Vice President
and General Counsel
Sunrise Assisted Living, Inc.
9401 Lee Highway, Suite 300, Fairfax, VA 22031
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(Name and address of agent for service)
(703) 273-7500
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(Telephone number, including area code, of agent for service)
Copy to:
George P. Barsness, Esq.
Hogan & Hartson L.L.P.
Columbia Square
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share aggregate offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 1,798,065 $24.00 (1) $43,153,560 (1) $14,881 (1)
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</TABLE>
(1) Estimated pursuant to Rule 457(h) under the Securities Act of
1933, as amended, as of June 3, 1996 solely for the purpose of calculating the
registration fee.
Exhibit Index is on page 9
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1). In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Sunrise Assisted Living, Inc. (the "Registrant") hereby incorporates by
reference into this registration statement the following documents:
(a) The Registrant's prospectus filed with the Commission on May 31, 1996
pursuant to Rule 424(b), which prospectus contains audited financial
information for the year ended December 31, 1995;
(b) The description of the Registrant's common stock, par value $.01 per
share (the "Common Stock") contained in the Registrant's Form 8-A
filed with the Commission on May 30, 1996; and
(c) All documents filed by the Registrant subsequent to the date hereof
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law (the "Delaware
Law"), a corporation may indemnify its directors, officers, employees and
agents and its former
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directors, officers, employees and agents and those who serve, at the
corporation's request, in such capacities with another enterprise, against
expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The Delaware Law
provides, however, that such person must have acted in good faith and in a
manner he or she reasonably believed to be in (or not opposed to) the best
interests of the corporation and, in the case of a criminal action, such person
must have had no reasonable cause to believe his or her conduct was unlawful.
In addition, the Delaware Law does not permit indemnification in an action or
suit by or in the right of the corporation, where such person has been adjudged
liable to the corporation, unless, and only to the extent that, a court
determines that such person fairly and reasonably is entitled to indemnity for
expenses the court deems proper in light of liability adjudication. Indemnity
is mandatory to the extent a claim, issue or matter has been successfully
defended.
The Registrant's Amended and Restated By-laws (the "By-laws") provide for
mandatory indemnification of directors and officers generally to the same
extent authorized by the Delaware Law. Under the By-laws, the Registrant shall
advance expenses incurred by an officer or director in defending any such
action if the director or officer undertakes to repay such amount if it is
determined that he or she is not entitled to indemnification. The Registrant
has obtained directors' and officers' liability insurance.
The Registrant has entered into separate indemnification agreements with
its directors and officers. Each indemnification agreement provides for, among
other things: (i) indemnification against any and all expenses, liabilities and
losses (including attorneys' fees, judgments, fines, taxes, penalties and
amounts paid in settlement) of any claim against an indemnified party unless it
is determined, as provided in the indemnification agreement, that
indemnification is not permitted under applicable law and (ii) prompt
advancement of expenses to any indemnified party in connection with his or her
defense against any claim.
* * * * *
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of the
expenses incurred or paid by a director, officer or controlling person of the
Registrant of 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 Registrant will, unless in the opinion of
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 Act and will be governed by the final
adjudication of such issue.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
4.1 Form of Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-2582)
filed with the Commission on May 28, 1996).
4.2 Amended and Restated By-Laws (incorporated by reference to
Exhibit 3.2 to Amendment No. 2 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-2582) filed with
the Commission on May 28, 1996).
4.3 Stockholder Rights Agreement (incorporated by reference to
Exhibit 4.2 to Amendment No. 2 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-2582) filed with
the Commission on May 28, 1996).
4.4 A copy of the specimen certificate for shares of Registrant
Common Stock (incorporated by reference to Exhibit 4.1 to
Amendment No. 2 to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-2582) filed with the Commission
on May 28, 1996).
4.5 Sunrise Assisted Living, Inc. 1995 Stock Option Plan, as amended
(incorporated by reference to Exhibit 10.13 to Amendment No. 2
to the Registrant's Registration Statement on Form S-1
(Registration No. 333-2582) filed with the Commission on May
28,1996).
4.6 Sunrise Assisted Living, Inc. 1996 Directors' Stock Option Plan
(incorporated by reference to Exhibit 10.13.1 to Amendment No. 2
to the Registrant's Registration Statement on Form S-1
(Registration No. 333-2582) filed with the Commission on May 28,
1996).
4.7 Stock Option Agreement, entered into, effective as of January 4,
1995, by and between Sunrise Assisted Living, Inc. and David W.
Faeder (incorporated by reference to Exhibit 10.14 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-2582) filed with the Commission on March 20, 1996).
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4.8 Amendment No. 1 to Stock Option Agreement by and between the
Company and David W. Faeder (incorporated by reference to
Exhibit 10.14.1 to Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-2582)
filed with the Commission on May 28, 1996).
5 Opinion of Hogan & Hartson L.L.P. regarding the legality of the
shares being registered.
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.
(See Exhibit 5)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to
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the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) The undertaking concerning indemnification is set forth under the
response to Item 6.
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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 Fairfax, Commonwealth of Virginia, on this 5th day
of June, 1996.
SUNRISE ASSISTED LIVING, INC.
By: /s/ Paul J. Klaassen
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Paul J. Klaassen
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Paul J. Klaassen
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Paul J. Klaassen Chairman of the Board, May 27, 1996
President and ------------
Chief Executive Officer
(Principal Executive Officer)
/s/ Teresa M. Klaassen
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Teresa M. Klaassen Executive Vice President May 27, 1996
and Director ------------
/s/ David W. Faeder
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David W. Faeder Executive Vice President, May 27, 1996
Chief Financial Officer, ------------
and Director (Principal
Financial Officer)
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Larry E. Hulse
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Larry E. Hulse Controller May 29, 1996
(Principal Accounting Officer) ------------
/s/ Ronald V. Aprahamian
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Ronald V. Aprahamian Director May 23, 1996
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/s/ Thomas J. Donohue
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Thomas J. Donohue Director May 27, 1996
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/s/ Richard A. Doppelt
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Richard A. Doppelt Director May 22, 1996
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/s/ Scott F. Meadow
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Scott F. Meadow Director May 23, 1996
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/s/ Darcy J. Moore
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Darcy J. Moore Director May 28, 1996
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</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
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<S> <C>
4.1 Form of Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to
Amendment No. 2 to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-2582)
filed with the Commission on May 28, 1996).
4.2 Amended and Restated By-Laws (incorporated by reference to
Exhibit 3.2 to Amendment No. 2
to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-2582) filed
with the Commission on May 28, 1996).
4.3 Stockholder Rights Agreement (incorporated by
reference to Exhibit 4.2 to Amendment No. 2
to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-2582) filed with the
Commission on May 28, 1996).
4.4 A copy of the specimen certificate for shares
of Registrant Common Stock (incorporated
by reference to Exhibit 4.1 to Amendment
No. 2 to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-2582) filed with the
Commission on May 28, 1996).
4.5 Sunrise Assisted Living, Inc. 1995 Stock Option Plan, as
amended (incorporated by reference to Exhibit 10.13 to
Amendment No. 2 to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-2582) filed with the
Commission on May 28, 1996).
4.6 Sunrise Assisted Living, Inc. 1996 Directors' Stock
Option Plan (incorporated by reference to
Exhibit 10.13.1 to Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (Registration No.
333-2582) filed with the Commission on May 28, 1996).
4.7 Stock Option Agreement, entered into, effective
as of January 4, 1995, by and between Sunrise
Assisted Living, Inc. and David W. Faeder
(incorporated by reference to Exhibit 10.14 to the
Registrant's
</TABLE>
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<TABLE>
<S> <C>
Registration Statement on Form S-1 (Registration No. 333-2582)
filed with the Commission on March 20, 1996).
4.8 Amendment No. 1 to Stock Option Agreement by and between
the Company and David W. Faeder (incorporated by reference
to Exhibit 10.14.1 to Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (Registration No.
333-2582) filed with the Commission on May 28, 1996).
5 Opinion of Hogan & Hartson L.L.P. regarding
the legality of the shares being registered.
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.
(See Exhibit 5)
</TABLE>
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[HOGAN & HARTSON L.L.P. LETTERHEAD]
June 5, 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-8 (the "Registration Statement"), filed with the Securities and Exchange
Commission relating to 1,748,065 shares of the Company's common stock, par
value $.01 per share (the "Shares"), issuable in connection with the Company's
1995 Stock Option Plan, as amended, (the "1995 Option Plan"), the 1996
Directors' Stock Option Plan (the "Directors' Option Plan") and the Stock
Option Agreement, as amended, between the Company and David W. Faeder,
effective January 4, 1995 (the "Faeder Agreement"). 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 General Counsel 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 General Counsel
of the Company on the date hereof as then being
complete, accurate and in effect.
4. Resolutions of the Board of Directors of the Company adopted as
of May 27, 1996, as certified by the General Counsel of
the Company on the date hereof as being complete, accurate and
in
<PAGE> 2
Board of Directors
Sunrise Assisted Living, Inc.
June 5, 1996
Page 2
effect, relating to the issuance and sale of the Shares
and arrangements in connection therewith.
5. Resolutions of the Board of Directors of the Company as
certified by the General Counsel of the Company on the
date hereof as being complete, accurate and in effect,
approving and adopting the Company's 1995 Option Plan, the
Directors' Option Plan and the Faeder Agreement.
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, when issued in accordance with the terms of the 1995 Option Plan,
the Directors' Plan and Faeder Agreement, as the case may be, the 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.
<PAGE> 3
Board of Directors
Sunrise Assisted Living, Inc.
June 5, 1996
Page 3
We hereby consent to the filing of this opinion letter as Exhibit 5 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 & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1995 Stock Option Plan, as amended; the 1996
Directors' Stock Option Plan; and the Stock Option Agreement entered into,
effective January 4, 1995, by and between Sunrise Assisted Living, Inc. and
David W. Faeder, of our report dated February 15, 1996 except for Note 10 and
Note 16, as to which the date is May 28, 1996, with respect to the consolidated
financial statements of Sunrise Assisted Living, Inc. and the combined
financial statements of Sunrise Entities included in its Registration
Statement, as amended to include final pricing and share information (Form S-1
No. 333-2582) dated May 30, 1996, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Washington, D.C.
June 5, 1996
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1995 Stock Option Plan, as amended; 1996
Directors' Stock Option Plan; Stock Option Agreement entered into, effective
January 4, 1995, by and between Sunrise Assisted Living, Inc. and David W.
Faeder of our reports dated March 13, 1996, on the combined financial
statements of Sunrise Entities for the year ended December 31, 1993 (not
presented separately in the Form S-1 Registration 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 as amended
for pricing information (Form S-1 No. 333-2582) dated May 30, 1996, filed with
the Securities and Exchange Commission.
HOFFMAN, MORRISON, & FITGERALD,
P.C.
Washington, D.C.
June 5, 1996
