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As filed with the Securities and Exchange Commission on May 12, 1999
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)
1999 Stock Option Plan
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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
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CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum offering Proposed maximum Amount of registration
to be registered registered price per share aggregate offering price fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 1,000,000 $36.50 (1) $36,500,000 (1) $10,147
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</TABLE>
(1) Estimated pursuant to Rule 457(h) under the Securities Act of
1933, as amended, as of May 7, 1999 solely for the purpose of calculating the
registration fee.
Exhibit Index is on page 8
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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 Annual Report on Form 10-K for the year
ended December 31, 1998;
(b) The Registrant's Forms 8-K dated March 5, 1999;
(c) 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
(d) 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 directors, officers, employees and agents and those
who serve, at the corporation's request, in such capacities with another
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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
must 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 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.
The Registrant also maintains directors' and officers' liability
insurance.
* * * * *
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
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Exhibit
Number Description
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<S> <C>
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)
</TABLE>
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 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.
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(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 ____ day
of May, 1999.
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.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ PAUL J. KLAASSEN
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Paul J. Klaassen Chairman of the Board 5/10/99
and Chief Executive Officer ---------------
(Principal Executive Officer)
/s/ DAVID W. FAEDER
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David W. Faeder President and Director 5/10/99
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/s/ TERESA M. KLAASSEN
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Teresa M. Klaassen Executive Vice President 5/10/99
and Director ---------------
/s/ CHRISTIAN B.A. SLAVIN
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Christian B.A. Slavin Chief Financial Officer 5/10/99
(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 Vice President and Chief 5/10/99
Accounting Officer --------------
(Principal Accounting Officer)
/s/ RONALD V. APRAHAMIAN
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Ronald V. Aprahamian Director 5/10/99
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/s/ DAVID G. BRADLEY
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David G. Bradley Director 5/10/99
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/s/ THOMAS J. DONOHUE
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Thomas J. Donohue Director 5/10/99
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Richard A. Doppelt Director --------------
/s/ SCOTT F. MEADOW
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Scott F. Meadow Director 5/3/99
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</TABLE>
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EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Description Page
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<S> <C> <C>
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)
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EXHIBIT 5
Hogan & Hartson L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004
(202) 637-5600
May 12, 1999
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 1,000,000 shares of the Company's common stock, par value
$.01 per share (the "Shares") issuable in connection with the Company's 1999
Stock Option Plan (the "1999 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 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 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
March 26, 1999 and resolutions of the stockholders of the
Company adopted on April 26, 1999, as certified by the Assistant
Secretary of the Company on
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Board of Directors
Sunrise Assisted Living, Inc.
May 12, 1999
Page 2
the date hereof as then being complete, accurate and in effect,
approving and adopting the 1999 Option Plan.
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 1999 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.
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.
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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. 1999
Stock Option Plan of our report dated March 3, 1999, with respect to the
consolidated financial statements of Sunrise Assisted Living, Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Washington, D.C.
May 12, 1999
