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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1999.
REGISTRATION NO. 333-34365
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3 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)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
54-1746596
(I.R.S. Employer
Identification No.)
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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 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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COPY TO:
GEORGE P. BARSNESS, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
(202) 637-5600
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EXPLANATORY NOTE
At the time this registration statement became effective, which covers
resales of 5 1/2% Convertible Subordinated Notes due 2002, together with the
related shares of Sunrise Assisted Living, Inc. common stock issuable upon
conversion of such notes, it included an undertaking on the part of Sunrise 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. Under the terms of the Registration Rights Agreement dated June 6,
1997 between Sunrise and the initial purchasers of the 5 1/2% Convertible
Subordinated Notes due 2002, Sunrise was required to keep this registration
statement effective until June 6, 1999. For this reason, Sunrise is filing this
post-effective amendment to remove from registration $21,666,000 aggregate
principal amount of the 5 1/2% Convertible Subordinated Notes due 2002, together
with the related 582,615 shares of Sunrise common stock issuable upon conversion
of such notes, which remain unsold as of the date of this post-effective
amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Sunrise
Assisted Living, Inc. has duly caused this Post-Effective Amendment No. 1 to
Form S-3 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fairfax, Commonwealth of Virginia, on
the 23rd day of September, 1999.
SUNRISE ASSISTED LIVING, INC.
By: /s/ David W. Faeder
---------------------------------
David W. Faeder
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has
been signed below on September 23, 1999 by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE
- --------------------------- --------------------------------------------
<S> <C>
* Chairman of the Board of Directors and
- --------------------------- Chief Executive Officer (Principal Executive
Paul J. Klaassen Officer)
/s/ David W. Faeder President and Director
- ---------------------------
David W. Faeder
* Executive Vice President and Director
- ---------------------------
Teresa M. Klaassen
/s/ Christian B.A. Slavin Executive Vice President and Chief Financial
- ---------------------------- Officer (Principal Financial Officer)
Christian B.A. Slavin
</TABLE>
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<TABLE>
<S> <C>
/s/ Larry E. Hulse Vice President and Chief Accounting Officer
- ---------------------------- (Principal Accounting Officer)
Larry E. Hulse
* Director
- ----------------------------
Ronald V. Aprahamian
* Director
- ----------------------------
David Bradley
* Director
- ----------------------------
Thomas J. Donohue
* Director
- ----------------------------
Scott F. Meadow
Director
- ----------------------------
Richard R. Slager
</TABLE>
* By: /s/ David W. Faeder
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David W. Faeder,
as Attorney-in Fact for
each of the persons indicated
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