<PAGE>
AMENDMENT NO. 1
to
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ATRIA COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 61-1303738
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
515 WEST MARKET STREET
LOUISVILLE, KENTUCKY 40202
(Address of principal executive offices) (Zip Code)
Securities to be registered
pursuant to Section 12(b) of the Act:
NONE
Securities to be registered
pursuant to Section 12(g) of the Act:
COMMON STOCK, $.10 PAR VALUE
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to Registrant's Common Stock, $.10
par value per share. The description of the Registrant's Common Stock contained
in the Registration Statement on Form S-1 (Registration No. 333-06907) filed
with the Securities and Exchange Commission on June 26, 1996, and Amendments No.
1, No. 2, No. 3 and No. 4 thereto filed with the Commission on July 10, 1996,
July 29, 1996, August 12, 1996, and August 15, 1996, respectively, are
incorporated herein by reference and made a part hereof.
Item 2. EXHIBITS.
(a) Index to and Description of Exhibits
<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE NO.
- ------ ----------- --------
<C> <S> <C>
1 Restated Certificate of Incorporation (Incorporated by
reference to Exhibit 3.1 to Registrant's Registration
Statement on Form S-1 filed with the Securities and
Exchange Commission on June 26, 1996)...................
2 Amended and Restated By-Laws (Incorporated by
reference to Exhibit 3.2 to Amendment No. 2 to
Registrant's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on
July 29, 1996)..........................................
3 Specimen Common Stock Certificate (Incorporated by
reference to Exhibit 4 to Amendment No. 2 to
Registrant's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on
July 29, 1996)..........................................
4 Form of Registration Rights Agreement (Incorporated
by reference to Exhibit 10.1 to Amendment No. 2 to
Registrant's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on
July 29, 1996)..........................................
5 Form of Voting Agreement (Incorporated by reference
to Exhibit 10.11 to Amendment No. 2 to Registrant's
Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on July 29, 1996)....
</TABLE>
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ATRIA COMMUNITIES, INC.
Date: August 16, 1996 By: /s/ W. Patrick Mulloy, II
-----------------------------------------
W. Patrick Mulloy, II
President and Chief Executive Officer
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