AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1996
REGISTRATION NO. 333-05877
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTEGRATED LIVING COMMUNITIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware........................... 8059 52-1967027
(State or other jurisdiction of ... (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) .... Classification Code Number) Identification No.)
</TABLE>
Bernwood Centre, 24850 Old 41 Road, Suite 10, Bonita Springs, Florida 34135
(941) 947-7200
(Address,including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
EDWARD J. KOMP
Bernwood Centre
24850 Old 41 Road, Suite 10
Bonita Springs, Florida 34135
Tel.: 941-947-7200
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
with copies to:
<TABLE>
<CAPTION>
<S> <C> <C>
CARL E. KAPLAN, ESQ. MARSHALL A. ELKINS, ESQ. FREDERICK W. KANNER, ESQ.
Fulbright & Jaworski L.L.P. Integrated Health Services, Inc. Dewey Ballantine
666 Fifth Avenue 10065 Red Run Boulevard 1301 Avenue of the Americas
New York, New York 10103 Owings Mills, Maryland 21117 New York, New York 10019-6092
Tel.: 212-318-3000 Tel.: 410-998-8400 Tel.: 212-259-8000
</TABLE>
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] --------------------
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 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. [ ]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that the Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall thereafter
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
PART II
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the Company's estimates (other than the SEC
registration fee, the NASD filing fee and the Nasdaq National Market listing
fee) of the expenses in connection with the issuance and distribution of the
shares of Common Stock being registered, other than underwriting discounts and
commissions and the Representatives non-accountable expense allowance:
SEC registration fee.............. $ 46,610.69
NASD filing fee .................. 14,017.10
Nasdaq National Market listing fee 43,124.13
Printing and engraving expenses .. 150,000.00*
Legal fees and expenses........... 250,000.00*
Accounting fees and expenses ..... 750,000.00*
Blue sky fees and expenses........ 30,000.00*
Transfer agent and registrar fees. 10,000.00*
Miscellaneous expenses ........... 56,248.08*
----------------
Total:....................... $1,350,000.00*
================
*Estimated
The Selling Stockholder will not pay any of the foregoing expenses, all of
which the Company has agreed to pay.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the General Corporation Law of the State of Delaware
("GCL") provides that a Delaware corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding 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 cause to believe his conduct was unlawful.
Section 145(b) of the GCL provides that a Delaware corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
Section 145 of the GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of an action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith, that
indemnification provided for by Section 145 of the GCL shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the
II-1
<PAGE>
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him or incurred by him in any
such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
such Section 145.
The Company's Restated Certificate of Incorporation provides that the Company
shall indemnify certain persons, including officers, directors, employees and
agents, to the fullest extent permitted by Section 145 of the GCL of the State
of Delaware. Reference is made to the Restated Certificate of Incorporation
filed as Exhibit 3.1. The Company's directors and officers are insured against
losses arising from any claim against them as such for wrongful acts or
omission, subject to certain limitations.
Under Section 9 of the Underwriting Agreement, the Underwriters are
obligated, under certain circumstances, to indemnify officers, directors and
controlling persons of the Company against certain liabilities, including
liabilities under the Securities Act. Reference is made to the form of
Underwriting Agreement filed as Exhibit 1.1 hereto.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
In January 1996 the Company issued 100 shares of Common Stock to Integrated
Health Services, Inc. ("IHS") in consideration of IHS' contribution to it of
certain assets. In June 1996 the Company issued to IHS 4,960,900 shares of
Common Stock as a dividend to effect a 49,610-for-1 stock split of the Common
Stock on June 10, 1996. The foregoing transaction was exempt from registration
under the Securities Act pursuant to Section 4(2) thereunder. In August 1996,
IHS surrendered 1,063,100 shares of Common Stock to the Company. At June 30,
1996, IHS had paid total consideration of $42,398,000, representing the net book
value of the facilities contributed as capital to the Company by IHS less the
cash distributions received by IHS from the Company.
<TABLE>
<CAPTION>
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
No Description
- ----- -----------
<S> <C>
1 Form of Underwriting Agreement.+
2.1 Asset Purchase Agreement, dated as of , 1996, by and among Terrace Gardens,
L.P., Herbert L. Krumsick, Jon Kardatzke, Louis Weiss, Chester West, Ross G. Tidemann,
Nestor R. Weigand, Jr., and Integrated Living Communities at Terrace Gardens, Inc.+
2.2 Asset Purchase Agreement, dated as of June 1, 1996, between Cabot Pointe I, Inc. and Integrated
Living Communities at Cabot Pointe, Inc. and Certain Shareholders of Cabot Pointe I, Inc.+
3.1 Restated Certificate of Incorporation, as amended.+
3.2 Bylaws.+
4.1 Specimen Common Stock Certificate (Description).+
5. Opinion of Fulbright & Jaworski L.L.P.
10.1 Declaration of Condominium of West Palm Beach, a Condominium, dated as of June 3, 1996,
by Central Park Lodges of West Palm Beach and Integrated Living Communities of West
Palm Beach, Inc.+
10.2 Services Agreement, dated as of June 1, 1996, between Integrated Living Communities of
West Palm Beach, Inc. and Central Park Lodges of West Palm Beach, Inc.+
10.3 Amendment to Services Agreement, dated as of June 1, 1996, between Integrated Living
Communities of West Palm Beach, Inc. and Central Park Lodges of West Palm Beach, Inc.+
10.4 Declaration of Condominium of Treemont, a Condominium, dated as of June 1, 1996, by
Cambridge Group of Texas, Inc. and Integrated Living Communities of Dallas, Inc.+
10.5 Services Agreement, dated as of June 1, 1996, between Integrated Living Communities of
Dallas, Inc. and Cambridge Group of Texas, Inc.+
II-2
<PAGE>
10.6 Amendment to Services Agreement, dated as of June 1, 1996, between Integrated Living
Communities of Dallas, Inc. and Cambridge Group of Texas, Inc.+
10.7 Declaration of Condominium of Vintage, a Condominium, dated as of June 1, 1996, by Integrated
Health Services at Great Bend, Inc. and Integrated Living Communities of Denton (Texas), Inc.+
10.8 Services Agreement, dated as of June 1, 1996, between Integrated Living Communities of Denton
(Texas), Inc. and Integrated Health Services at Great Bend, Inc.+
10.9 Amendment to Services Agreement, dated as of June 1, 1996, between Integrated Living Communities
of Denton (Texas), Inc. and Integrated Health Services at Great Bend, Inc.+
10.10 Administrative Services Agreement, effective June 1, 1996, by and between Integrated Living
Communities, Inc. and Integrated Health Services, Inc.+
10.11 Lease Agreement, dated as of June 18, 1996, between The Hartmoor Homestead, L.C., as Landlord,
and Integrated Living Communities at Wichita, Inc., as Tenant.+
10.12 Purchase Option Agreement, dated as of June 18, 1996, by and between The Hartmoor Homestead, L.C., as
Owner, and Integrated Living Communities at Wichita, Inc., as Optionee.+
10.13 Right of First Refusal Agreement, dated as of June 18, 1996, by and between The Hartmoor Homestead,
L.C. and Integrated Living Communities at Wichita, Inc.+
10.14 Lease Agreement, dated as of June 18, 1996, between The Homestead of Garden City, L.C., as Landlord,
and Integrated Living Communities at Garden City, Inc., as Tenant.+
10.15 Purchase Option Agreement, dated as of June 18, 1996, by and between The Homestead of Garden City,
L.C., as Owner, and Integrated Living Communities at Garden City, Inc., as Optionee.+
10.16 Right of First Refusal Agreement, dated as of June 18, 1996, by and between The Homestead of Garden
City, L.C. and Integrated Living Communities at Garden City, Inc.+
10.17 Sublease, dated as of June 1, 1996, between Integrated Living Communities of Bradenton, Inc. and
Integrated Health Services of Lester, Inc. (relating to "The Shores").+
10.18 Guaranty, dated as of June 1, 1996, by Integrated Living Communities, Inc. for the benefit of
Integrated Health Services of Lester, Inc. and Litchfield Asset Management Corp.+
10.19 Sublease, dated as of June 1, 1996, between Integrated Living Communities of Bradenton, Inc. and
Integrated Health Services of Lester, Inc. (relating to "Cheyenne").+
10.20 Registration Rights Agreement, dated as of June 1, 1996, between Integrated Living Communities, Inc.
and Integrated Health Services, Inc.+
10.21 Purchase and Sale Agreement, dated as of October 4, 1995, between Liberty Carrington Pointe Limited
Partnership, as Seller, and Integrated Management-Carrington Pointe, Inc., as Buyer.+
10.22 First Amendment to Purchase and Sale Agreement, dated as of December 15, 1995, between
Liberty/Carrington Pointe Limited Partnership, as Seller, and Integrated Management-Carrington
Pointe, Inc., as Buyer.+
10.23 Employment Agreement, dated as of May 1, 1996, between the Company and Edward J. Komp.+
10.24 Employment Agreement, dated as of May 1, 1996, between the Company and Kayda Johnson.+
10.25 Employment Agreement, dated as of May 1, 1996, between the Company and John Poole.+
10.26 Employment Agreement, dated as of May 1, 1996, between the Company and Kyle Shatterly.+
10.27 Form of Indemnification Agreement for officers and directors.+
10.28 Stock Incentive Plan.+
10.29 Form of Option Agreement under Stock Incentive Plan.+
10.30 Non-Employee Director Stock Option Plan.+
10.31 Form of Option Agreement under Non-Employee Director Stock Option Plan.+
10.32 Form of Non-Plan Director Option.+
10.33 Integrated Living Communities, Inc. Supplemental Deferred Compensation Plan.
10.34 Revolving Credit Demand Note, dated February 29, 1996, in the principal amount of $750,000,
between Lori Zito d/b/a Elderly Development Company, as Borrower, and Integrated Health
Services Retirement Management, Inc., as Lender, as amended by Allonge and Amendment of
Revolving Credit Demand Note dated as of July 9, 1996.+
II-3
<PAGE>
10.35 Revolving Credit and Security Agreement, dated as of February 29, 1996, between Lori Zito d/b/a
Elderly Development Company, as Borrower, and Integrated Health Services Retirement Management,
Inc., as Lender, as amended by Amendment No. 1 to Revolving Credit and Security Agreement dated as of
July 9, 1996.+
10.36 Development Services Agreement, dated as of June 3, 1996, by and among Integrated Living Communities,
Inc., Integrated Health Services, Inc. and Aguirre, Inc.+
10.37 Letter of Intent Agreement, dated August 23, 1996, among Integrated Living Communities, Inc. and
Capstone Capital Corporation.+
10.38 Loan Commitment letter, dated June 11, 1996, from Health Care Property Investors, Inc. to the
Company.+
10.39 Asset Purchase Agreement, dated as of January , 1996, among C.S. Denton Partners, Ltd., Thomas Scott
and Integrated Health Services at Great Bend, Inc.+
10.40 Letter Agreement Re: Options to Receive Assignments of Various Land Contracts dated March 27, 1996
between Integrated Living Communities, Inc. and The Homestead Company, L.C.+
10.41 Letter Agreement Re: Options to Receive Assignments of Various Land Contracts dated March 21, 1996
between Integrated Living Communities, Inc. and Lori Zito d/b/a Elderly Development Company.+
10.42 Revolving Credit Note, dated June 30, 1996, in the principal amount of $75,000,000, between
Integrated Living Communities, Inc., as Maker, and Integrated Health Services, Inc., as Lender.+
10.43 Letter of Intent Agreement, dated as of March 18, 1996, among Integrated Living Communities, Inc. and
The Homestead Company, L.C.+
10.44 Revolving Credit Note, dated March 18, 1996, in the principal amount of $800,000, between The
Homestead Company, L.C., as Borrower, and Integrated Health Services Retirement Management,
Inc., as Lender, as amended by Allonge and Amendment of Revolving Credit Note dated as of July 12, 1996.+
10.45 Revolving Credit and Security Agreement, dated as of March 18, 1996, between The Homestead
Company, L.C., as Borrower, and Integrated Health Services Retirement Management, Inc., as
Lender, as amended by Amendment No. 1 to Revolving Credit and Security Agreement dated as of July 12, 1996.+
10.46 Indemnification Agreement dated August 15, 1996 by and between Integrated Health Services, Inc. and
Integrated Living Communities, Inc.+
10.47 Ancillary Services Agreement dated as of June 3, 1996 by and among Integrated Living Communities,
Inc., Integrated Health Services, Inc. and Aguirre, Inc.+
10.48 Partition Agreement, dated as of October 31, 1996, by and among Donald Ross, Fred Fiala, John E.
Rowe, Integrated Health Services, Inc., Central Park Lodges, Inc., Florida Life Care, Inc., and FLC
Lakehouse Inc. and Janice Blivas.+
10.49 Letter Agreement, dated August 23, 1996, between Health Care Property Investors, Inc. and
Integrated Living Communities, Inc., amending certain provisions of that certain Loan Commitment
letter, dated June 11, 1996, from Health Care Property Investors, Inc. to the Company.
21. Subsidiaries of the Registrant.+
23.1 Consent of KPMG Peat Marwick LLP.+
23.2 Consent of Deloitte & Touche LLP.+
23.3 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5).
24.1 Power of Attorney (included on signature page).+
24.2 Certified Resolution.+
27. Financial Data Schedule+
</TABLE>
+ Previously filed.
II-4
<PAGE>
(B) FINANCIAL STATEMENT SCHEDULES
ITEM 17. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.
B. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, 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 Securities and
Exchange 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 expenses incurred or paid by a director, officer or 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 Act and will
be governed by the final adjudication of such issue.
C. The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, as amended, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, as amended, each post-effective amendment that contains a form of
prospectus 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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 4 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Owings Mills and State of Maryland on the 24th day of September, 1996.
By: /s/ Edward J. Komp
-------------------------------------
Edward J. Komp
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 4 to 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>
/s/ Edward J. Komp President, Chief Executive September 24, 1996
- ------------------------------- Officer and Director
Edward J. Komp principal executive officer)
/s/ John B. Poole* Senior Vice President-- September 24, 1996
- ------------------------------- Chief Financial Officer
John B. Poole (principal financial and
accounting officer)
/s/ Robert N. Elkins* Chairman of the Board of Directors September 24, 1996
- -------------------------------
Robert N. Elkins, M.D.
Director
- -------------------------------
Luis Bared
/s/ Lawrence P. Cirka* Director September 24, 1996
- --------------------------------
Lawrence P. Cirka
/s/ Charles A. Laverty* Director September 24, 1996
- --------------------------------
Charles A. Laverty
/s/ Lisa Merritt* Director September 24, 1996
- --------------------------------
Lisa Merritt
*By: /s/ Edward J. Komp
---------------------------
Edward J. Komp
(as ttorney-in-fact for
each of the ersons indicated)
</TABLE>
II-6
FULBRIGHT & JAWORSKI
L.L.P.
A REGISTERED FIFTH AVENUE
NEW YORK, NEW YORK 10103-3198
HOUSTON
WASHINGTON, D.C.
AUSTIN
SAN ANTONIO
DALLAS
TELEPHONE: 212/318-3000 NEW YORK
FACSIMILE: 212/752-5958 LOS ANGELES
WRITER'S INTERNET ADDRESS: LONDON
HONG KONG
WRITER'S DIRECT DIAL NUMBER:
September 24, 1996
Integrated Living Communities, Inc.
10065 Red Run Boulevard
Owings Mills, Maryland 21117
Re: Registration Statement on Form S-1
Registration No. 333-05877
Dear Ladies and Gentlemen:
In connection with the Registration Statement on Form S-1, Registration
No. 333-05877 (the "Registration Statement") filed by Integrated Living
Communities, Inc., a Delaware corporation (the "Company"), under the Securities
Act of 1933, as amended (the "Act"), relating to the public offering of an
aggregate of up to 5,900,190 shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock"), of which 3,205,290 shares of authorized but
heretofore unissued shares of Common Stock (including up to 769,590 shares of
Common Stock which will be purchased by the underwriters if the underwriters
exercise in full the option granted to them by the Company to cover
over-allotments) are being offered by the Company and up to 2,694,900 presently
issued and outstanding shares of Common Stock are being offered by Integrated
Health Services, Inc. ("IHS"), we, as counsel for the Company, have examined
such corporate records, other documents and questions of law as we have
considered necessary or appropriate for the purposes of this opinion. Our
opinion set forth below is limited to the General Corporation Law of the State
of Delaware.
We assume that appropriate action will be taken, prior to the offer and
sale of the shares of Common Stock, to register and qualify such shares for sale
under all applicable state securities or "blue sky" laws.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based on the foregoing, we advise you that in our opinion (i) the
shares of Common Stock being issued and sold by the Company have been duly and
validly authorized and, when issued and sold in the manner contemplated by the
Underwriting
<PAGE>
Integrated Living Communities, Inc.
September 24, 1996
Page 2
Agreement, a form of which has been filed as an exhibit to the Registration
Statement (the "Underwriting Agreement"), and upon receipt by the Company of
payment therefor as provided in the Underwriting Agreement, will be legally
issued, fully paid and non-assessable, and (ii) the shares of Common Stock being
sold by IHS have been duly and validly authorized and are legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus contained therein. This consent is not to be
construed as an admission that we are a party whose consent is required to be
filed with the Registration Statement under the provisions of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
