S-8 POS 1 a4917252.txt AMERICAN RETIREMENT CORP., S-8 POS As filed with the Securities and Exchange Commission on June 23, 2005. Registration No. 333-40162 -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------------------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------------------------------------------------------- AMERICAN RETIREMENT CORPORATION (Exact Name of Registrant as Specified in Its Charter) Tennessee 62-1674303 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 111 Westwood Place, Suite 200 Brentwood, Tennessee 37027 (Address of Principal Executive Offices) (Zip Code) AMERICAN RETIREMENT CORPORATION 401(K) RETIREMENT PLAN (Full Title of the Plan) W. E. Sheriff 111 Westwood Place, Suite 200 Brentwood, Tennessee 37027 (Name and Address of Agent For Service) (615) 221-2250 (Telephone Number, Including Area Code, of Agent For Service) DEREGISTRATION OF SECURITIES On June 26, 2000, American Retirement Corporation (the "Company") filed a Registration Statement on Form S-8, Registration No. 333-40162 (the "Registration Statement"), for the sale of 500,000 shares of common stock of the Company (the "Common Stock) under the American Retirement Corporation 401(k) Retirement Plan (the "Plan") and an indeterminate amount of interests to be offered or sold pursuant to the Plan. The Company files this Post-Effective Amendment No. 1 to deregister all shares of the Common Stock and Plan interests originally registered by the Registration Statement that remain unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such shares of the Common Stock and Plan interests. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on this 23rd day of June, 2005. AMERICAN RETIREMENT CORPORATION By: /s/ W. E. Sheriff ------------------------------------------------ W. E. Sheriff Chairman, Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Capacity Date --------- -------- ---- /s/ W. E. Sheriff Chairman, Chief Executive June 23, 2005 ------------------------------------ W. E. Sheriff Officer, President and Director (Principal Executive Officer) /s/ Bryan D. Richardson Executive Vice President - Finance June 23, 2005 ------------------------------------ Bryan D. Richardson and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Frank M. Bumstead Director June 23, 2005 ------------------------------------ Frank M. Bumstead /s/ Donald D. Davis Director June 23, 2005 ------------------------------------ Donald D. Davis /s/ John C. McCauley Director June 23, 2005 ------------------------------------ John C. McCauley /s/ John A. Morris, Jr., M.D. Director June 23, 2005 ------------------------------------ John A. Morris, Jr., M.D. /s/ Daniel K. O'Connell Director June 23, 2005 ------------------------------------ Daniel K. O'Connell
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/s/ J. Edward Pearson Director June 23, 2005 ------------------------------------ J. Edward Pearson /s/ Nadine C. Smith Director June 23, 2005 ------------------------------------ Nadine C. Smith /s/ Lawrence J. Stuesser Director June 23, 2005 ------------------------------------ Lawrence J. Stuesser
Pursuant to the requirements of the Securities Act of 1933, the Investment Fiduciary Committee of the American Retirement Corporation 401(k) Retirement Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on this 23rd day of June, 2005. AMERICAN RETIREMENT CORPORATION 401(k) RETIREMENT PLAN By: /s/ Terry L. Frisby ----------------------------------------------- Terry L. Frisby Chairman of the American Retirement Corporation 401(k) Investment Fiduciary Committee II-3