As filed with the Securities and Exchange Commission on August 12, 1998
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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REGENT ASSISTED LIVING, INC.
(Exact name of registrant as specified in its charter)
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Oregon 93-1171049
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
121 SW Morrison Street, Suite 1000
Portland, Oregon 97204
(Address of Principal (Zip Code)
Executive Offices)
Regent Assisted Living, Inc. 1995 Stock Incentive Plan, as amended
(Full title of plans)
-------------------
David R. Gibson
Vice President for Corporate Affairs
Regent Assisted Living, Inc.
121 SW Morrison Street, Suite 1000
Portland, Oregon 97204
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 227-4000
Copy to:
Todd A. Bauman
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share(1) Price(1) Fee
- ------------------- ---------- --------- --------- ---------
Common Stock 200,000 Shares $5.07 $1,014,125 $299.17
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. Of the shares to
be registered, 26,000 shares are subject to options with an exercise price
of $5 1/8 per share, 1,500 shares are subject to options with an exercise
price of $4 7/8 per share and 12,000 shares are subject to options with an
exercise price of $4 1/4 per share. With respect to the remaining shares to
be registered, the calculation of the registration fee is based on the
average of the high and low price for the Common Stock on August 7, 1998
($5 1/8) as reported on the Nasdaq National Market.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed by Regent Assisted Living, Inc. (the
"Company") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933 that contains audited
financial statements for the Company's latest fiscal year for which
such statements have been filed;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
report or prospectus referred to in (a) above; and
(c) The description of the common stock of the Company contained in the
Company's registration statement filed under Section 12 of the
Exchange Act, including any amendment or report updating such
description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article IV (the "Article") of the Company's Restated Articles of
Incorporation requires the Company to indemnify directors to the fullest extent
not prohibited by law. The right to and amount of indemnification will be
ultimately subject to determination by a court that indemnification in the
circumstances presented is consistent with public policy considerations and
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other provisions of the law. It is likely, however, that the Article would
require indemnification at least to the extent that indemnification is
authorized by the Oregon Business Corporation Act (the "Act"). The effect of the
Act is summarized as follows:
(a) The Act permits a corporation to grant a right of indemnification in
respect of any pending, threatened or completed action, suit or proceeding (the
"proceeding"), other than an action by or in the right of the corporation,
against expenses (including attorneys' fees), judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred, provided the person
concerned acted in good faith and in a manner the person reasonably believed to
be in or at least not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. Indemnification is not permitted in connection
with a proceeding in which a person is adjudged liable on the basis that
personal benefit was improperly received, unless indemnification is permitted by
a court upon a finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. The termination of
a proceeding by judgment, order, settlement or conviction or upon plea of nolo
contendere or its equivalent is not, of itself, determinative that the person
did not meet the prescribed standard of conduct.
(b) The Act permits a corporation to grant a right of indemnification in
respect of any proceeding by or in the right of the corporation against the
reasonable expenses (including attorneys' fees) incurred if the person concerned
acted in good faith and in a manner the person reasonably believed to be in or
at least not opposed to the best interests of the corporation, except that no
indemnification may be granted if such person is adjudged to be liable to the
corporation unless permitted by a court.
(c) The corporation may not indemnify a person in respect of a proceeding
described in (a) or (b) above unless it is determined in the specific case that
indemnification is permissible because the person has met the prescribed
standard of conduct by any one of the following: (i) the Board of Directors, by
a majority vote of a quorum consisting of directors not at the time parties to
the proceeding, (ii) if a quorum of directors not parties to the proceeding
cannot be obtained, by a majority vote of a committee of two or more directors
not at the time parties to the proceeding, (iii) by special legal counsel
selected by the Board of Directors or such committee thereof, as described in
(i) and (ii) above, or (iv) by the shareholders. Indemnification can also be
ordered by a court if the court determines that indemnification is fair in view
of all of the relevant circumstances. Notwithstanding the foregoing, every
person who has been wholly successful, on the merits or otherwise, in defense of
a proceeding described in (a) or (b) above is entitled to be indemnified as a
matter of right against reasonable expenses incurred in connection with the
proceeding.
(d) The corporation may pay for or reimburse the reasonable expenses
incurred in defending a proceeding in advance of the final disposition thereof
if the director or officer receiving the advance furnishes (i) a written
affirmation of his or her good faith belief that he
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or she has met the prescribed standard of conduct and (ii) a written undertaking
to repay the advance in the event indemnification is not authorized.
The rights of indemnification described above are not exclusive of any
other rights of indemnification to which officers or directors may be entitled
under any statute, agreement, vote of shareholders, action of directors or
otherwise. The Company has entered into agreements with each of its directors
providing for indemnity and advancement of expenses to the fullest extent not
prohibited by Oregon law.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation, as amended effective December 13,
1996. Incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1996.
4.2 Restated Bylaws, as amended effective December 12, 1996. Incorporated
by reference to Exhibit 3.2 to the Company's Annual Report on Form
10-KSB for the year ended December 31, 1996.
4.3 Letter of Commitment, dated March 30, 1998, by and among LTC
Properties, Inc., LTC West, Inc. and the Registrant relating to the
agreement to purchase and lease assisted living residences.
Incorporated by reference to Exhibit 4.1 to the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1998.
4.4 Convertible Subordinated Note Purchase Agreement, dated as of March
30, 1998, by and between the Registrant and LTC Equity Holding
Company, Inc. Incorporated by reference to Exhibit 4.2 to the
Company's Quarterly Report on Form 10-QSB for the quarter ended March
31, 1998.
4.5 Note No. 1998-1 issued to LTC Equity Holding Company, Inc. in the
principal amount of $4,000,000, due March 31, 2008. Incorporated by
reference to Exhibit 4.3 to the Company's Quarterly Report on Form
10-QSB for the quarter ended March 31, 1998.
4.6 Convertible Subordinated Note Purchase Agreement, dated as of March
30, 1998, by and between the Registrant and Andre C. Dimitriadis.
Incorporated by reference to Exhibit 4.4 to the Company's Quarterly
Report on Form 10- QSB for the quarter ended March 31, 1998.
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4.7 Note No. 1998-2 issued to Andre C. Dimitriadis in the principal amount
of $160,000, due March 31, 2008. Incorporated by reference to Exhibit
4.5 to the Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1998.
4.8 Convertible Subordinated Note Purchase Agreement, dated as of March
30, 1998, by and between the Registrant and James J. Pieczynski.
Incorporated by reference to Exhibit 4.6 to the Company's Quarterly
Report on Form 10- QSB for the quarter ended March 31, 1998.
4.9 Note No. 1998-3 issued to James J. Pieczynski in the principal amount
of $160,000, due March 31, 2008. Incorporated by reference to Exhibit
4.7 to the Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1998.
4.10 Convertible Subordinated Note Purchase Agreement, dated as of March
30, 1998, by and between the Registrant and Christopher T. Ishikawa.
Incorporated by reference to Exhibit 4.8 to the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1998.
4.11 Note No. 1998-4 issued to Christopher T. Ishikawa in the principal
amount of $90,000, due March 31, 2008. Incorporated by reference to
Exhibit 4.9 to the Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1998.
4.12 Convertible Subordinated Note Purchase Agreement, dated as of March
30, 1998, by and between the Registrant and Pamela J. Privett.
Incorporated by reference to Exhibit 4.10 to the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1998.
4.13 Note No. 1998-5 issued to Pamela J. Privett in the principal amount of
$90,000, due March 31, 2008. Incorporated by reference to Exhibit 4.11
to the Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1998.
4.14 Registration Rights Agreement, dated as of March 30, 1998, by and
between LTC Equity Holding Company, Inc. and the Registrant.
Incorporated by reference to Exhibit 4.12 to the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1998.
4.15 Registration Rights Agreement, dated as of March 30, 1998, by and
between Andre C. Dimitriadis and the Registrant. Incorporated by
reference to Exhibit 4.13 to the Company's Quarterly Report on Form
10-QSB for the quarter ended March 31, 1998.
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4.16 Registration Rights Agreement, dated as of March 30, 1998, by and
between James J. Pieczynski and the Registrant. Incorporated by
reference to Exhibit 4.14 to the Company's Quarterly Report on Form
10-QSB for the quarter ended March 31, 1998.
4.17 Registration Rights Agreement, dated as of March 30, 1998, by and
between Christopher T. Ishikawa and the Registrant. Incorporated by
reference to Exhibit 4.15 to the Company's Quarterly Report on Form
10-QSB for the quarter ended March 31, 1998.
4.18 Registration Rights Agreement, dated as of March 30, 1998, by and
between Pamela J. Privett and the Registrant. Incorporated by
reference to Exhibit 4.16 to the Company's Quarterly Report on Form
10-QSB for the quarter ended March 31, 1998.
5 Opinion of Stoel Rives LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Stoel Rives LLP (included in Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings.
(a) The Registrant will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
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the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on August 11, 1998.
REGENT ASSISTED LIVING, INC.
By WALTER C. BOWEN
---------------------------------------
Walter C. Bowen
President, Chief Executive
Officer and Chairman of
the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on August 11, 1998.
Signature Title
- --------- -----
Principal Executive Officer:
WALTER C. BOWEN President, Chief Executive Officer,
- ------------------------------ Chairman of the Board and Director
Walter C. Bowen
Principal Financial and
Accounting Officer:
STEVEN L. GISH Chief Financial Officer, Treasurer,
- ------------------------------ Assistant Secretary and Director
Steven L. Gish
* PETER L. BRIX Director
- ------------------------------
Peter L. Brix
* STEPHEN A. GREGG Director
- ------------------------------
Stephen A. Gregg
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* DANA J. O'BRIEN Director
- ------------------------------
Dana J. O'Brien
* MARVIN S. HAUSMAN Director
- ------------------------------
Marvin S. Hausman
* GARY R. MAFFEI Director
- -------------------------------
Gary R. Maffei
* MARTHA L. ROBINSON Director
- -------------------------------
Martha L. Robinson
*By: STEVEN L. GISH
--------------------
Steven L. Gish
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
4.1 Restated Articles of Incorporation, as amended effective December 13,
1996. Incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1996.
4.2 Restated Bylaws, as amended effective December 12, 1996. Incorporated
by reference to Exhibit 3.2 to the Company's Annual Report on Form
10-KSB for the year ended December 31, 1996.
4.3 Letter of Commitment, dated March 30, 1998, by and among LTC
Properties, Inc., LTC West, Inc. and the Registrant relating to the
agreement to purchase and lease assisted living residences.
Incorporated by reference to Exhibit 4.1 to the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1998.
4.4 Convertible Subordinated Note Purchase Agreement, dated as of March
30, 1998, by and between the Registrant and LTC Equity Holding
Company, Inc. Incorporated by reference to Exhibit 4.2 to the
Company's Quarterly Report on Form 10-QSB for the quarter ended March
31, 1998.
4.5 Note No. 1998-1 issued to LTC Equity Holding Company, Inc. in the
principal amount of $4,000,000, due March 31, 2008. Incorporated by
reference to Exhibit 4.3 to the Company's Quarterly Report on Form
10-QSB for the quarter ended March 31, 1998.
4.6 Convertible Subordinated Note Purchase Agreement, dated as of March
30, 1998, by and between the Registrant and Andre C. Dimitriadis.
Incorporated by reference to Exhibit 4.4 to the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1998.
4.7 Note No. 1998-2 issued to Andre C. Dimitriadis in the principal amount
of $160,000, due March 31, 2008. Incorporated by reference to Exhibit
4.5 to the Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1998.
4.8 Convertible Subordinated Note Purchase Agreement, dated as of March
30, 1998, by and between the Registrant and James J. Pieczynski.
Incorporated by reference to Exhibit 4.6 to the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1998.
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4.9 Note No. 1998-3 issued to James J. Pieczynski in the principal amount
of $160,000, due March 31, 2008. Incorporated by reference to Exhibit
4.7 to the Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1998.
4.10 Convertible Subordinated Note Purchase Agreement, dated as of March
30, 1998, by and between the Registrant and Christopher T. Ishikawa.
Incorporated by reference to Exhibit 4.8 to the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1998.
4.11 Note No. 1998-4 issued to Christopher T. Ishikawa in the principal
amount of $90,000, due March 31, 2008. Incorporated by reference to
Exhibit 4.9 to the Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1998.
4.12 Convertible Subordinated Note Purchase Agreement, dated as of March
30, 1998, by and between the Registrant and Pamela J. Privett.
Incorporated by reference to Exhibit 4.10 to the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1998.
4.13 Note No. 1998-5 issued to Pamela J. Privett in the principal amount of
$90,000, due March 31, 2008. Incorporated by reference to Exhibit 4.11
to the Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1998.
4.14 Registration Rights Agreement, dated as of March 30, 1998, by and
between LTC Equity Holding Company, Inc. and the Registrant.
Incorporated by reference to Exhibit 4.12 to the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1998.
4.15 Registration Rights Agreement, dated as of March 30, 1998, by and
between Andre C. Dimitriadis and the Registrant. Incorporated by
reference to Exhibit 4.13 to the Company's Quarterly Report on Form
10-QSB for the quarter ended March 31, 1998.
4.16 Registration Rights Agreement, dated as of March 30, 1998, by and
between James J. Pieczynski and the Registrant. Incorporated by
reference to Exhibit 4.14 to the Company's Quarterly Report on Form
10-QSB for the quarter ended March 31, 1998.
4.17 Registration Rights Agreement, dated as of March 30, 1998, by and
between Christopher T. Ishikawa and the Registrant. Incorporated by
reference to Exhibit 4.15 to the Company's Quarterly Report on Form
10-QSB for the quarter ended March 31, 1998.
4.18 Registration Rights Agreement, dated as of March 30, 1998, by and
between Pamela J. Privett and the Registrant. Incorporated by
reference to Exhibit 4.16 to the Company's Quarterly Report on Form
10-QSB for the quarter ended March 31, 1998.
5 Opinion of Stoel Rives LLP.
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23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Stoel Rives LLP (included in Exhibit 5).
24 Powers of Attorney.
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