<PAGE> 1
As filed with the Securities and Exchange Commission on October 23, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
ALTERNATIVE LIVING SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 39-1771281
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
450 N. SUNNYSLOPE ROAD
SUITE 300
BROOKFIELD, WISCONSIN 53005
(Address of principal executive offices)
STERLING HOUSE CORPORATION 1995
STOCK OPTION PLAN
(Full title of the plan)
ALAN C. LEET, ESQ.
ROGERS & HARDIN LLP
2700 INTERNATIONAL TOWER
229 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303
(404) 522-4700
(Name, address and telephone number, including area code, of agent for service)
-----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered(2) Share Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 406,465 $25.625 $10,415,665.63(3) $3,156.27
value per share (1)
================================================================================================================================
</TABLE>
(1) Issuable pursuant to the Sterling House Corporation 1995 Stock Option Plan.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of cancelled,
terminated or expired options for Common Stock.
(3) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
and solely for the purpose of calculating the applicable registration
fee, the proposed maximum offering price per share has been estimated
at $25.625, which amount represents the average of the high and low
sales prices of the common stock of Alternative Living Services, Inc.
on October 21, 1997 as reported on the American Stock Exchange.
-----------------
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, as amended by Amendment No. 1 on
Form 10-K/A filed with the Commission on May 12, 1997;
(b) The Registrant's Quarterly Reports on Form 10-Q for
this fiscal quarters ended March 31, 1997 and June 30, 1997;
(c) The Registrant's Current Report on Form 8-K dated
December 31, 1996, filed with the Commission on January 15, 1997;
(d) The Registrant's Current Report on Form 8-K dated May
14, 1997, filed with the Commission on May 29, 1997;
(e) The Registrant's Current Report on Form 8-K dated July
30, 1997, filed with the Commission on August 14, 1997;
(f) The Registrant's Current Report on Form 8-K dated
September 23, 1997, filed with the Commission on October 10, 1997; and
(g) The Description of Capital Stock provided in the
Registrant's Registration Statement on Form 8-A, filed with the
Commission on July 30, 1996.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all the shares of Common
Stock offered hereby have been sold or which deregisters all of such shares then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate or limit the personal liability of directors of a
corporation to the corporation or to any of its stockholders for monetary
damages for a breach of fiduciary duty as a director, except (i) for breach of
the director's duty of loyalty, (ii) for acts of omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
certain unlawful dividends and stock repurchases, or (iv) for any transaction
from which the director derived an improper personal benefit.
<PAGE> 3
Section 145 of the DGCL provides that in the case of any action other
than one by or in the right o the corporation, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in such capacity on behalf of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Section 145 of the DGCL provides that in the case of an action by or in
the right of a corporation to procure a judgment in its favor, a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any action or suit by reason of the fact that such person is or was a direct,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation in such capacity on behalf of another corporation or
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted under standards similar to those set forth in the proceeding
paragraph, except that no indemnification may be made in respect of any action
or claim as to which such person shall have been adjudged to be liable to the
corporation unless a court determines that such person is fairly and reasonably
entitled to indemnification.
Articles VIII and IX of the Registrant's Restated Certificate of
Incorporation, as amended, provides for indemnification of directors, officers
and employees to the fullest extent permissible under the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits to this Registration Statement are listed on the Exhibit
Index included elsewhere herein.
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;
(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.
(2) That, for the purpose of determining any
liability under the Securities Act, 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
II-2
<PAGE> 4
securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove 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, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
provisions described in Item 6, or otherwise, the Registrant
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer of controlling person of the
Registrant in 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 its
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 Securities Act and will be governed by the
final adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Brookfield, State of Wisconsin, on this 23rd day of
October, 1997.
ALTERNATIVE LIVING SERVICES, INC.
By: /s/ William F. Lasky
---------------------------------------
William F. Lasky
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of October 23, 1997.
<TABLE>
<CAPTION>
Name Capacity
---- --------
<S> <C>
/s/ William F. Lasky
- ---------------------------
William F. Lasky Chief Executive Officer and Director
(Principal Executive Officer)
*
- ---------------------------
Timothy J. Buchanan President and Director
/s/ Thomas E. Komula
- ---------------------------
Thomas E. Komula Senior Vice President, Treasurer and
Chief Financial Officer and Assistant
Secretary (Principal Financial Officer)
*
- ---------------------------
John D. Peterson Vice President and Controller
(Principal Accounting Officer)
*
- ---------------------------
William G. Petty Chairman of the Board and Director
*
- ---------------------------
Richard W. Boehlke Vice Chairman of the Board and Director
*
- ---------------------------
Gene E. Burleson Director
*
- ---------------------------
D. Ray Cook, M.D. Director
</TABLE>
II-4
<PAGE> 6
<TABLE>
<S> <C>
*
- ---------------------------
Robert Haveman Director
*
- ---------------------------
Ronald G. Kenny Director
*
- ---------------------------
Jerry L. Tubergen Director
*
- ---------------------------
Steven L. Vick Director
*By: /s/ Thomas E. Komula
-----------------------
Thomas E. Komula
As Attorney-In-Fact
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE NO.
--- ----------- --------
<S> <C> <C>
4.1 Restated Certificate of
Incorporation of the Registrant
(incorporated herein by reference to
Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1,
Registration No. 333-04595, filed
with Commission on July 30, 1996
(the "Form S-1")).
4.2 Certificate of Merger, dated
May 24, 1996 (incorporated herein
by reference to Exhibit 3.1 to the
Registrant's Registration Statement
on Form S-3, Registration No. 333-
37737, filed with the Commission on
October 14, 1997 (the "Form S-3")).
4.3 Certificate of Amendment to the
Restated Certificate of Incorporation,
dated August 1, 1996 (incorporated
herein by reference to Exhibit 3.2
to the Form S-3).
4.4 Restated Bylaws of the Registrant,
(incorporated herein by reference to
Exhibit 3.2 to the Form S-1).
5 Opinion of Rogers & Hardin LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Rogers & Hardin LLP
(contained in Exhibit 5)
24 Power of Attorney
</TABLE>
- ---------------
<PAGE> 1
EXHIBIT 5
[The following text appears as letterhead:
Rogers & Hardin
Attorneys at Law
2700 International Tower
229 Peachtree Street, N.E.
Atlanta, Georgia 30303-1601]
October 23, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alternative Living Services, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Alternative Living Services, Inc. (the
"Company") in connection with the filing by the Company of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") registering under the Securities Act of
1933, as amended (the "Act") 406,465 shares of common stock, $.01 par value per
share (the "Common Stock"), of the Company issuable in connection with the
Sterling House Corporation 1995 Stock Option Plan (the "Plan"). All such shares
of Common Stock are referred to herein as the "Shares".
The opinion hereinafter set forth is given pursuant to Item 8 of
Form S-8 and Item 601 of Regulation S-K. Such opinion is given solely for the
benefit of the Commission, may be relied upon only by the Commission in
connection with the Registration Statement and may not be used, circulated,
quoted or referred to by or filed with any other person or entity, including any
other governmental unit or agency, without first obtaining the express written
consent of this firm.
In giving the opinion hereinafter set forth, we have examined the
minutes of the proceedings of the stockholders and the Board of Directors of the
Company, the Plan, the Agreement and Plan of Merger, dated as of July 30, 1997,
as amended as of September 2, 1997, by and among the Company, Tango Merger
Corporation, a wholly owned subsidiary of the Company, and Sterling House
Corporation (the "Merger Agreement"), and such other agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express the opinion hereinafter set forth. As to various
factual matters that are material to our opinion, we have relied upon
certificates of officers of the Company and certificates and orders of various
public officials. In making the foregoing examinations, we assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to us as copies, the authority of the person or persons who executed
each of such documents on behalf of any person or entity other than the
<PAGE> 2
Securities and Exchange Commission
October 23, 1997
Page 2
Company, the correctness and accuracy of all certificates of officers of the
Company and the correctness and accuracy of all certificates and orders of
various public officials.
We are members of the Bar of, and are admitted to practice only in,
the State of Georgia. Accordingly, we express no opinion herein as to the laws
of any jurisdiction other than the United States, the State of Georgia and the
Delaware General Corporation Law (the "DGCL"). Except as to the DGCL, to the
extent that any of the opinions contained herein requires consideration of the
laws of a state other than the State of Georgia, we have assumed, with your
permission, that the laws of such states are the same as the laws of the State
of Georgia.
Based upon and subject to the foregoing, we are of the opinion that
the Shares, when issued in accordance with the Plan and the Merger Agreement
against payment in full of the purchase price therefor, when applicable, will
be validly issued, fully paid and nonassessable.
Our conclusions are limited to the matters expressly set forth as
our "opinion" in the immediately preceding paragraph, and no opinion is implied
or to be inferred beyond the matters expressly so stated. Such opinion is given
as of the date hereof, and we expressly decline any undertaking to revise or
update such opinion subsequent to the date hereof or to advise the Commission of
any matter arising subsequent to the date hereof that would cause us to modify,
in whole or in part, such opinion.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving the foregoing consent, we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
ROGERS & HARDIN
<PAGE> 1
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Alternative Living Services, Inc.:
We consent to the use of our report dated February 21, 1997,
incorporated herein by reference, with respect to the consolidated financial
statements of Alternative Living Services, Inc. and subsidiaries as of December
31, 1996 and 1995 and for each of the years in the three-year period ended
December 31, 1996 which report is incorporated by reference in the December 31,
1996 annual report on Form 10-K (as amended as of May 12, 1997) of Alternative
Living Services, Inc.
KPMG PEAT MARWICK LLP
Chicago, Illinois
October 21, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Alternative Living Services, Inc., pertaining to the
Sterling House Corporation 1995 Stock Option Plan, of our report dated February
10, 1997, with respect to the financial statements of Sterling House Corporation
included in the Amendment No. 1 to the Joint Proxy Statement of Alternative
Living Services, Inc. that is made a part of the Registration Statement and
Prospectus (Form S-4 No. 333-34851) of Alternative Living Services, Inc. for the
registration of shares of its common stock.
ERNST & YOUNG LLP
Wichita, Kansas
October 21, 1997
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William F. Lasky or Thomas E. Komula, and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-8 of Alternative Living
Services, Inc. (the "Company"), relating to the Sterling House Corporation 1995
Stock Option Plan, filed with the Commission, and any and all amendments
(including post-effective amendments) thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
This 23rd day of October, 1997.
<TABLE>
<S> <C>
/s/ Richard Boehlke /s/ Timothy J. Buchanan
- --------------------- -------------------------
Richard W. Boehlke Timothy J. Buchanan
/s/ Gene E. Burleson /s/ D. Ray Cook M.D.
- --------------------- -------------------------
Gene E. Burleson D. Ray Cook, M.D.
/s/ Robert Haveman /s/ Ronald G. Kenny
- --------------------- -------------------------
Robert Haveman Ronald G. Kenny
/s/ Thomas E. Komula /s/ William F. Lasky
- --------------------- -------------------------
Thomas E. Komula William F. Lasky
/s/ John D. Peterson /s/ William G. Petty, Jr.
- --------------------- -------------------------
John D. Peterson William G. Petty, Jr.
/s/ Jerry L. Tubergen /s/ Steven L. Vick
- --------------------- -------------------------
Jerry L. Tubergen Steven L. Vick
</TABLE>
