<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1998.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ATRIA COMMUNITIES, INC.
(EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)
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DELAWARE 8361 61-1303738
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
515 WEST MARKET STREET, SUITE 200
LOUISVILLE, KENTUCKY 40202
(502) 596-7540
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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AUDRA J. ECKERLE
GENERAL COUNSEL
ATRIA COMMUNITIES, INC.
515 WEST MARKET STREET, SUITE 200
LOUISVILLE, KENTUCKY 40202
(502) 596-7540
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPY TO:
IVAN M. DIAMOND
GREENEBAUM DOLL & MCDONALD PLLC
3300 NATIONAL CITY TOWER
LOUISVILLE, KY 40202
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THESE SECURITIES TO THE
PUBLIC: From time to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-43213
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TOTAL OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common stock, par value $.10 per
share.......................... 36,487 $17,625 $643,084 $200
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933 and
based upon the average high and low prices per share as reported by the
Nasdaq National Market on January 5, 1998.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
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<PAGE>
INCORPORATION BY REFERENCE
This Registration Statement on Form S-3 is being filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-3 (Commission File No. 333-43213) filed by
Atria Communities, Inc. (the "Company") with the Securities and Exchange
Commission, as declared effective on January 5, 1996, are incorporated herein
by reference.
EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S> <C>
5 Opinion of Greenebaum Doll & McDonald PLLC as to legality
of the securities being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Greenebaum Doll & McDonald PLLC (included in
Exhibit 5)
24 Power of Attorney (Incorporated by reference to the
Company's Registration Statement on Form S-3, as amended
(File No. 333-43213))
</TABLE>
(b) FINANCIAL STATEMENT SCHEDULES
Not applicable.
<PAGE>
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 THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, IN THE CITY OF
LOUISVILLE, COMMONWEALTH OF KENTUCKY, ON JANUARY 6, 1998.
Atria Communities, Inc.
/s/ W. Patrick Mulloy, II
By: _________________________________
W. Patrick Mulloy, II
Chief Executive Officer and
President
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 DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board January 6, 1998
____________________________________
W. Bruce Lunsford
/s/ W. Patrick Mulloy, II Chief Executive Officer, January 6, 1998
____________________________________ President and Director
W. Patrick Mulloy, II
* Chief Operating Officer and January 6, 1998
____________________________________ Director
Andy L. Schoepf
/s/ J. Timothy Wesley Chief Financial Officer, January 6, 1998
____________________________________ Vice President of
J. Timothy Wesley Development and Secretary
(Chief Financial and
Accounting Officer)
* Director January 6, 1998
____________________________________
Sandra Harden Austin
* Director January 6, 1998
____________________________________
William C. Ballard Jr.
* Director January 6, 1998
____________________________________
Peter J. Grua
* Director January 6, 1998
____________________________________
Thomas T. Ladt
* Director January 6, 1998
____________________________________
R. Gene Smith
</TABLE>
/s/ W. Patrick Mulloy
*By: __________________________
Attorney-in-fact
<PAGE>
Exhibit 5
GREENEBAUM DOLL & MCDONALD PLLC
3300 NATIONAL CITY TOWER
101 SOUTH FIFTH STREET
LOUISVILLE, KENTUCKY 40202-3197
502/589-4200
FAX 502/587-3695
January 7, 1998
Atria Communities, Inc.
515 West Market Street
Louisville, KY 40202
Ladies and Gentlemen:
We have acted as legal counsel in connection with the preparation of a
Registration Statement on Form S-3 under the Securities Act of 1933 (the
"Registration Statement"), covering an aggregate of 236,487 shares of Common
Stock, par value $.10 per share (the "Common Stock"), of Atria Communities,
Inc., a Delaware corporation (the "Company") to be sold by Andy L. Schoepf (the
"Selling Stockholder"). The Selling Stockholder may from time to time sell all
or a part of the shares covered by the Registration Statement at prices then
prevailing in the market or at negotiated prices.
We have examined and are familiar with the Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Company, and the various
corporate records and proceedings relating to the organization of the Company
and the issuance of the Common Stock. We have also examined such other documents
and proceedings as we have considered necessary for the purpose of this opinion.
Based on the foregoing, it is our opinion that the Common Stock has been
duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement, and with such state securities administrators as may
require such opinion of counsel for the registration of the Common Stock. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Greenebaum Doll & McDonald PLLC
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Atria Communities,
Inc. for the registration of 36,487 shares of its common stock and to the
incorporation by reference therein of our report dated February 1, 1997 (except
for Note 11 as to which the date is March 3, 1997) with respect the consolidated
financial statements of Atria Communities, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Louisville, Kentucky
January 6, 1998
