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As filed with the Securities and Exchange Commission on June 2, 2000
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.)
7902 Westpark Drive, McLean, VA 22102
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(Address of principal executive offices)(Zip code)
1996 Non-Incentive Stock Option Plan, as Amended
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(Full title of the plan)
Thomas B. Newell, President
Sunrise Assisted Living, Inc.
7902 Westpark Drive, McLean, VA 22102
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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 offering price
to be registered registered per share
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<S> <C> <C>
Common Stock,
par value $.01 per share 500,000 $17.31 (1)
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</TABLE>
<TABLE>
<CAPTION>
Title of securities Proposed maximum aggregate
to be registered offering price Amount of registration fee
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<S> <C> <C>
Common Stock,
par value $.01 per share $8,655,000 (1) $2,285 (2)
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</TABLE>
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933,
as amended (the "Act"), as of May 30, 2000 solely for the purpose of calculating
the registration fee.
(2) An additional 1,100,000 shares of Common Stock were previously
registered and are being carried forward in accordance with Rule 429 under Act.
A registration fee in the amount of $9,166.67 was previously paid in connection
with the prior registration of such 1,100,000 shares of Common Stock.
This registration statement constitutes a combined prospectus as such
term is used in Rule 429 under the Act. The earlier filed registration statement
to which this registration statement relates is Registration No. 333-21817.
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, 1999;
(b) The Registrant's Form 10-Q for the quarter ended March 31, 2000;
(c) The Registrant's Form 8-K dated March 9, 2000;
(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, which documents will be part of the registration
statement from the date of filing of such documents.
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 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
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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.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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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 County of Fairfax, Commonwealth of Virginia, on this 2nd day
of June, 2000.
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 2, 2000
and Chief Executive Officer
(Principal Executive Officer)
/s/ Larry E. Hulse
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Larry E. Hulse Chief Financial Officer June 2, 2000
(Principal Financial Officer and
Principal Accounting Officer)
/s/ David W. Faeder
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David W. Faeder Director June 2, 2000
/s/ Teresa M. Klaassen
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Teresa M. Klaassen Director June 2, 2000
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Ronald V. Aprahamian
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Ronald V. Aprahamian Director June 2, 2000
/s/ David G. Bradley
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David G. Bradley Director June 2, 2000
/s/ Thomas J. Donohue
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Thomas J. Donohue Director June 2, 2000
/s/ Craig R. Callen
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Craig R. Callen Director June 2, 2000
/s/ Peter A. Klisares
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Peter A. Klisares Director June 2, 2000
/s/ Douglas Holladay
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Douglas Holladay Director June 2, 2000
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description Page
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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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