-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ONLhT3w9djHnEPAdPGw38SO9HEqLcVomqb7flfcj44v5xpXqf7GRzrLWqG/xYc/t XgR+RDb+laYXujgFgeK6gg== 0000898430-01-000916.txt : 20010313 0000898430-01-000916.hdr.sgml : 20010313 ACCESSION NUMBER: 0000898430-01-000916 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010312 EFFECTIVENESS DATE: 20010312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSISTED LIVING CONCEPTS INC CENTRAL INDEX KEY: 0000929994 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 931148702 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-56920 FILM NUMBER: 1566744 BUSINESS ADDRESS: STREET 1: 11835 NE GLENN WIDING DRIVE STREET 2: BLDG E CITY: PORTLAND STATE: OR ZIP: 97220-9057 BUSINESS PHONE: 5032526233 MAIL ADDRESS: STREET 1: 11835 NE GLENN WIDING DRIVE STREET 2: BLDG E CITY: PORTLAND STATE: OR ZIP: 97220-9057 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on March 12, 2001 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 __________________ ASSISTED LIVING CONCEPTS, INC. NEVADA 93-1148702 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 11835 N.E. Glenn Widing Drive, Building E Portland, Oregon 97220-9057 (Address of principal executive offices) (Zip Code) __________________ THE NON-EXECUTIVE EMPLOYEE EQUITY PARTICIPATION PLAN __________________
Copy to: SANDRA CAMPBELL, ESQ. GARY OLSON, ESQ. Senior Vice President and General Counsel Latham & Watkins 11835 N.E. Glenn Widing Drive, Building E 633 West Fifth Street, Suite 4000 Portland, Oregon 97220-9057 Los Angeles, California 90071 (503) 252-6233 (213) 485-1234
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Calculation of Registration Fee - ----------------------------------------------------------------------------------------------------------- Proposed Amount Proposed Maximum of Shares Maximum Aggregate Amount of Title of Each Class of to be Offering Price Offering Registration Securities to be Registered Registered Per Share Price Fee - ----------------------------------------------------------------------------------------------------------- Common Stock $.01 par value 500,000 (1) $2.60 (2) $504,419 (3) $126.10 ===========================================================================================================
(1) Covers 500,000 additional shares available for issuance under The Non- Executive Employee Equity Participation Plan (the "Plan") pursuant to an amendment to the Plan which was approved by the Board of Directors of the registrant on May 3, 2000. The Plan authorizes the issuance of a maximum of 1,000,000 shares. However, the offer and sale of 500,000 of the shares, which have been or may be issued upon exercise of options under the Plan, have previously been registered pursuant to Form S-8 Registration Statement Nos. 33-58953. The newly registered shares are comprised of: (A) 86,731 shares issuable pursuant to options outstanding under the Plan; and (B) 413,269 shares that are not yet subject to outstanding options under the Plan. Pursuant to Rule 416 under the Securities Act of 1933, as amended, the amount registered hereunder includes an indeterminate number of shares of our common stock that may be issued in accordance with the provisions of the Plan, as amended in the event of any change in the outstanding shares of our common stock, including a stock dividend or stock split. (2) The Proposed Maximum Offering Price Per Share is based upon: (A) the exercise price per share of outstanding options for 86,711 shares; and (B) for the remaining 413,289 shares, the average of the high and low sales price on March 9, 2001 for the registrant's common stock as reported on the American Stock Exchange, pursuant to rule 457(h) of the Securities Act. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act. PART I This Registration Statement on Form S-8 registers the offer and sale of an additional 500,000 shares of Common Stock of Assisted Living Concepts, Inc. (the "Company") for issuance under the Plan. The contents of the prior Registration Statement of Form S-8 of the Company relating to the Plan, File No. 333-58953, is incorporated herein by reference. PART II Item 1. Incorporation of Documents by Reference The following documents filed with the Securities and Exchange Commission (the "Commission") by Assisted Living Concepts, Inc., a Nevada corporation (the "Company' and the "Registrant"), are incorporated as of their respective dates in this Registration Statement by reference: (a) The Annual Report of the Company on Form 10-K for its fiscal year ended December 31, 1999; (b) The Quarterly Reports of the Company on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000. (c) The Current Reports of the Company on Form 8-K, dated March 3, 2000, March 16, 2000, June 13, 2000, August 21, 2000, September 7, 2000, October 20, 2000 and February 13, 2001. (d) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A/2 filed with the Commission on November 22, 1994. All documents filed by the Company 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 which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing 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 or in any other subsequently filed document which also is or is deemed to be incorporated by reference 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 8. Exhibits 4.1* First Amendment to The Non-Executive Employee Equity Participation Plan 5.1* Opinion of Latham & Watkins 23.1* Consent of KPMG LLP 23.2* Consent of Latham & Watkins (included as part of Exhibit 5.1) 24.1* Power of Attorney (included on Signature Page) _______________ * Filed herewith SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-8 and has duly caused the Registration Statement to be signed on its behalf by the undersigned, thereunto authorized, in the City of Portland, State of Oregon on the 9th day of March 2001. ASSISTED LIVING CONCEPTS, INC. By: /s/ Wm. James Nicol ----------------------------------------- Wm. James Nicol President, Chief Executive Officer and Chairman of the Board of Directors POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wm. James Nicol, Sandra Campbell and Drew Q. Miller, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement, and any and all amendments thereto (including post-effective amendments), and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated:
Signatures Title Date ---------- ----- ---- /s/ Wm James Nicol President, Chief Executive Officer March 9, 2001 - ------------------------------ and Chairman of the Board of Wm. James Nicol Directors /s/ Drew Q. Miller Senior Vice President, March 9, 2001 - ------------------------------ Chief Financial Officer and Drew Q. Miller Treasurer /s/ John M. Gibbons Vice Chairman and Director March 9, 2001 - ------------------------------ John M. Gibbons /s/ Jill M. Krueger Director March 9, 2001 - ------------------------------ Jill M. Krueger /s/ Richard C. Ladd Director March 9, 2001 - ------------------------------ Richard C. Ladd /s/ Leonard Tannenbaum Director March 9, 2001 - ------------------------------ Leonard Tannenbaum /s/ Bruce E. Toll Director March 9, 2001 - ------------------------------ Bruce E. Toll
EX-4.1 2 0002.txt NON-EXECUTIVE EMPLOYEE EQUITY PARTICIPATION PLAN EXHIBIT 4.1 FIRST AMENDMENT TO THE NON-EXECUTIVE EMPLOYEE EQUITY PARTICIPATION PLAN OF ASSISTED LIVING CONCEPTS, INC. This First Amendment to The Non-Executive Employee Equity Participation Plan of Assisted Living Concepts, Inc.. is adopted as of May 3, 2000 by the Board of Directors of Assisted Living Concepts, Inc., a Nevada corporation (the "Company"). RECITALS WHEREAS, the Company maintains The Non-Executive Employee Equity Participation Plan of the Company, effective as of January 1, 1998, (hereinafter the "Plan"); and WHEREAS, pursuant to Section 11.2 of the Plan, the Plan may be amended from time to time; NOW THEREFORE, BE IT RESOLVED, that the Plan be amended as follows, effective May 3, 2000: 1. Section 2.1 shall be amended and restated in its entirety as follows: "2.1 Shares Subject to Plan. The shares of stock subject to Awards ---------------------- shall be Common Stock, initially shares of the Company's Common Stock, par value $.01 per share. The aggregate number of such shares which may be issued upon exercise of such Options or rights or upon any such awards under the Plan shall not exceed one million (1,000,000) shares. The shares of Common Stock issuable upon exercise of such Options or rights or upon any such awards may be either previously authorized but unissued shares or treasury shares." 2. This First Amendment shall be and is hereby incorporated in and forms a part of the Plan. 3. Except as set forth herein, the Plan shall remain in full force and effect. I hereby certify that the foregoing First Amendment to the Plan was duly adopted by the Board of Directors of Assisted Living Concepts, Inc. on May 3, 2000. By /s/ Sandra Campbell -------------------------- Name: Sandra Campbell Title: Secretary EX-5.1 3 0003.txt OPINION OF LATHAM & WATKINS EXHIBIT 5.1 [Letterhead of Latham & Watkins] March 9, 2001 Assisted Living Concepts, Inc. 11835 N.E. Glenn Widing Drive, Building E Portland, Oregon 97220-9057 Re: Assisted Living Concepts, Inc. Common Stock, par value $.01 per share -------------------------------------- Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement"), which you intend to file with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an additional 500,000 shares of Common Stock, par value $.01 per share (the "Shares"), to be sold by Assisted Living Concepts, Inc. (the "Company") under The Non-Executive Employee Equity Participation Plan, as amended (the "Plan"). We are familiar with the proceedings undertaken in connection with the authorization, issuance and sale of the Shares. Additionally, we have examined such questions of law and fact as we have considered necessary or appropriate for purposes of this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized, and upon the issuance of Shares under the terms of the Plan and delivery and payment of the consideration therefor, such Shares will be validly issued, fully paid and nonassessable. We consent to your filing this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ Latham & Watkins LATHAM & WATKINS EX-23.1 4 0004.txt CONSENT OF KPMG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders Assisted Living Concepts, Inc. We consent to incorporation by reference in the Registration Statement on Form S-8 of Assisted Living Concepts, Inc. and subsidiaries of our report dated March 29, 2000, relating to the consolidated balance sheets of Assisted Living Concepts, Inc. and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of operations, comprehensive loss, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1999, and the related schedule, which report appears in the annual report on Form 10-K of Assisted Living Concepts, Inc. and subsidiaries. /s/ KPMG LLP Portland, Oregon March 9, 2001 -----END PRIVACY-ENHANCED MESSAGE-----