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As filed with the Securities and Exchange Commission on June 19, 1998
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)
1996 Directors Stock Option Plan, as Amended
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(Full title of the plan)
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 aggregate offering registration fee
share price
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 25,000 $ 27.8125 (1) $ 695,313(1) $ 211
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</TABLE>
(1) Estimated pursuant to Rule 457(h) under the Securities Act of
1933, as amended, as of June 17, 1998 solely for the purpose of calculating
the registration fee.
This registration statement constitutes a combined prospectus as such
term is used in Rule 429 under the Securities Act of 1933, as amended. The
earlier filed registration statement to which this registration statement
relates is Registration No. 333-05257.
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.
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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 Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) The Registrant's Form 8-K dated March 5, 1998;
(c) The Registrant's Form 10-Q for the quarter ended March 31,
1998;
(d) 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 28,
1996; and
(e) 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.
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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 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
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 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.
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(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 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 19th
day of June, 1998.
SUNRISE ASSISTED LIVING, INC.
By: /s/ PAUL J. KLAASSEN
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Paul J. Klaassen
Chairman of the Board 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 June 19, 1998
and Chief Executive Officer -------------------------
(Principal Executive Officer)
/s/ TERESA M. KLAASSEN
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Teresa M. Klaassen Executive Vice President June 19, 1998
and Director -------------------------
/s/ DAVID W. FAEDER
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David W. Faeder President, Chief Financial June 19, 1998
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 June 19, 1998
(Principal Accounting Officer) -------------------------
/s/ RONALD V. APRAHAMIAN
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Ronald V. Aprahamian Director May 20, 1998
-------------------------
/s/ DAVID G. BRADLEY
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David G. Bradley Director May 20, 1998
-------------------------
/s/ THOMAS J. DONOHUE
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Thomas J. Donohue Director May 20, 1998
-------------------------
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Richard A. Doppelt Director
-------------------------
/s/ SCOTT F. MEADOW
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Scott F. Meadow Director May 20, 1998
-------------------------
</TABLE>
-8-
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
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<S> <C>
5 Opinion of Hogan & Hartson L.L.P. regarding 10
the legality of the shares being registered.
23.1 Consent of Ernst & Young LLP 13
23.2 Consent of Hogan & Hartson L.L.P.
(See Exhibit 5)
</TABLE>
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<PAGE> 1
Hogan & Hartson L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004
(202) 637-5600
June 19, 1998
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 an additional 25,000 shares of the Company's
common stock, par value $.01 per share (the "Shares") issuable in connection
with the Company's Directors' Stock Option Plan. 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 Restated Certificate of Incorporation of the Company,
as certified by the General Counsel and Assistant
Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
3. The Amended and Restated Bylaws of the Company, as
certified by the General Counsel and Assistant Secretary
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 on May 20, 1998, as certified by the General
Counsel and Assistant
<PAGE> 2
Board of Directors
Sunrise Assisted Living, Inc.
June 19, 1998
Page 2
Secretary of the Company on the date hereof as then being
complete, accurate and in effect, approving and adopting
the 25,000 share increase in the number of shares issuable
in connection with the Directors' Stock Option Plan.
5. A copy of the Directors' Stock Option Plan, as amended, as
certified by the General Counsel and Secretary of the
Company on the date hereof as being complete, accurate and
in effect.
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 Directors'
Stock Option Plan, 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 19, 1998
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
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) pertaining to the Sunrise Assisted Living, Inc. 1996
Directors' Stock Option Plan, as amended, of our report dated March 4, 1998
with respect to the consolidated financial statements of Sunrise Assisted
Living, Inc. incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Washington, D.C.
June 16, 1998
