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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 2002
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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BEVERLY ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 62-1691861
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE THOUSAND BEVERLY WAY 72919
FORT SMITH, ARKANSAS (Zip Code)
(Address of Principal Executive Offices)
BEVERLY ENTERPRISES, INC.
NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN
(Full title of the plan)
JOHN W. MACKENZIE
VICE PRESIDENT AND DEPUTY GENERAL COUNSEL
BEVERLY ENTERPRISES, INC.
ONE THOUSAND BEVERLY WAY
FORT SMITH, ARKANSAS 72919
(Name and address of agent for service)
479-201-2000
(Telephone number, including area code, of agent for service)
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<Table>
<Caption>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Amount to be offering price aggregate registration
Title of securities to be registered registered per share (1) offering price fee(3)
- ----------------------------------------------- ----------------------------- ------------------ ----------------- ------------
Beverly Enterprises, Inc. Non-Employee $2,000,000 100% $2,000,000 $184
Director Deferred Compensation Plan (2)
Common Stock, Par Value $.10 Per Share (4) -- -- (None)
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</Table>
NOTE: In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans(s) described herein.
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(2) The Beverly Enterprises, Inc. Non-Employee Director Deferred
Compensation Plan Obligations are unsecured obligations of Beverly
Enterprises, Inc. to pay deferred compensation in the future in
accordance with the terms of the Beverly Enterprises, Inc. Non-Employee
Director Deferred Compensation Plan.
(3) The Beverly Enterprises, Inc. Non-Employee Director Deferred
Compensation Plan Obligations have previously been registered in a
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (Registration No. 333-41671). This registration
statement is being filed to register an additional $2,000,000 of
Obligations and Beverly Enterprises, Inc. Common Stock, par value $.10
per share, issuable in satisfaction of the Obligations in accordance
with the terms of the Plan. Accordingly, pursuant to Rule 457(a), the
registration fee is computed on the basis of the offing price of
$2,000,000 of additional securities.
(4) Pursuant to Rule 457(i), such indeterminate number of shares of Common
Stock as may be issuable upon payment of the Beverly Enterprise, Inc.
Non-Employee Director Deferred Compensation Plan Obligations, including
such additional shares as may be issuable as a result of stock splits,
stock dividends or similar transactions.
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INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 is filed by Beverly Enterprises,
Inc., a Delaware corporation (the "Registrant"), relating to $2,000,000 of
unsecured obligations of the Registrant to pay deferred compensation in the
future (the "Obligations") and Beverly Enterprises, Inc. Common Stock, par value
$.10 per share, issuable in satisfaction of the Obligations in accordance with
the terms of the Beverly Enterprises, Inc. Non-Employee Director Deferred
Compensation Plan (the "Plan"). The Plan has previously been registered in a
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (Registration No. 333-41671).
This registration statement is being filed to register an additional
$2,000,000 of Obligations and Beverly Enterprises, Inc. Common Stock, par value
$.10 per share, issuable in satisfaction of the Obligations accordance with the
terms of the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In accordance with the provisions of General Instruction E of Form S-8, the
Registrant hereby incorporates by reference the contents of the Registrant's
currently effective Registration Statement on Form S-8 (Registration No.
333-41671).
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant are incorporated by
reference, as of their respective dates, in this Registration Statement:
o Annual Report on Form 10-K for the period ended December 31,
2001, filed with the Securities and Exchange Commission (the
"Commission') on March 29, 2002.
o The description of the Shares set forth in the Company's
Registration Statement on Form 8-A, filed with the Commission on
October 15, 1997, under which the Company registered the Shares
under Section 12(g) of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act").
In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
John W. MacKenzie, who has delivered to the Registrant a legal opinion
regarding the validity of the Obligations and Beverly Enterprises, Inc. Common
Stock, par value $.10 per share, registered pursuant to this Registration
Statement, is the Registrant's Vice President and Deputy General Counsel, and it
is currently anticipated that Mr. MacKenzie will not be eligible to participate
in the Plan.
ITEM 8. EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT
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4.1 - Beverly Enterprises, Inc. Non-Employee Director Deferred
Compensation Plan (1)
5.1 - Opinion of John W. MacKenzie, Esq.
23.1 - Consent of John W. MacKenzie, Esq. (Contained in Exhibit 5)
23.2 - Consent of Ernst & Young LLP
</Table>
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(1) Incorporated by reference from Exhibit 4.1 to the Registrant's Registration
Statement (No. 333-41671) on Form S-8, filed with the Commission on
December 8, 1997.
3
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Smith, State of Arkansas, on the 30th day of
April, 2002.
BEVERLY ENTERPRISES, INC.
By: /s/ WILLIAM R. FLOYD
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Its: Chairman of the Board, President,
Chief Executive Officer and Director
S-1
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Douglass J. Babb and John W. Mackenzie,
and each of them severally as his or her true and lawful attorney-in-fact and
agent, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each such attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary 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, hereby ratifying and
confirming all that each such attorney-in-fact and agent, each acting alone, 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 on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
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/s/ WILLIAM R. FLOYD Chairman of the Board April 30, 2002
------------------------------------ President, Chief Executive
William R. Floyd Officer and Director
/s/ JEFFREY P. FREIMARK Executive Vice President and April 30, 2002
------------------------------------ Chief Financial Officer
Jeffrey P. Freimark
/s/ PAMELA H. DANIELS Senior Vice President, Controller and April 30, 2002
------------------------------------ Chief Accounting Officer
Pamela H. Daniels
/s/ JOHNSTON C. ADAMS, JR.
------------------------------------ Director April 30, 2002
Johnston C. Adams, Jr.
/s/ BERYL F. ANTHONY, JR.
------------------------------------ Director April 30, 2002
Beryl F. Anthony, Jr.
/s/ JOHN D. FOWLER, JR.
------------------------------------ Director April 30, 2002
John D. Fowler, Jr.
/s/ JAMES R. GREENE
------------------------------------ Director April 30, 2002
James R. Greene
------------------------------------ Director April ____, 2002
Edith E. Holiday
------------------------------------ Director April ____, 2002
John P. Howe, III
/s/ JAMES W. MCLANE
------------------------------------ Director April 25, 2002
James W. McLane
------------------------------------ Director April ____, 2002
Donald L. Seeley
/s/ MARILYN R. SEYMANN
------------------------------------ Director April 24, 2002
Marilyn R. Seymann
</Table>
S-2
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT
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4.1 - Beverly Enterprises, Inc. Non-Employee Director Deferred
Compensation Plan (1)
5.1 - Opinion of John W. MacKenzie, Esq.
23.1 - Consent of John W. MacKenzie, Esq. (Contained in Exhibit 5)
23.2 - Consent of Ernst & Young LLP
</Table>
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(1) Incorporated by reference from Exhibit 4.1 to the Registrant's Registration
Statement (No. 333-41671) on Form S-8, filed with the Commission on
December 8, 1997.