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As filed with the Securities and Exchange Commission on January 14, 2000
Registration No. 333-
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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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AMERICAN RETIREMENT CORPORATION
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(Exact name of registrant as specified in its charter)
TENNESSEE
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(State or other jurisdiction of incorporation or organization)
62-16474303
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(I.R.S. employer identification no.)
111 WESTWOOD PLACE, SUITE 402
BRENTWOOD, TENNESSEE 37027
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(Address of principal executive offices)
AMERICAN RETIREMENT CORPORATION
1997 STOCK INCENTIVE PLAN, AS AMENDED
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(Full title of the plan)
W. E. SHERIFF
111 WESTWOOD PLACE, SUITE 402
BRENTWOOD, TENNESSEE 37027
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(Name and address of agent for service)
(615) 221-2250
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(*) OFFERING PRICE(*) REGISTRATION FEE
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COMMON STOCK 853,812 SHARES $6.0625 $5,176,235.25 $1,366.53
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* The offering price is estimated solely for the purpose of determining the
amount of the registration fee in accordance with Rule 457(c) under the
Securities Act and is based on the average of the high and low price per
share of the Registrant's Common Stock as reported on The New York Stock
Exchange on January 7, 2000.
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This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering additional shares of common stock,
par value $.01 per share (the "Common Stock"), of American Retirement
Corporation, a Tennessee corporation (the "Registrant"), issuable pursuant to
the American Retirement Corporation 1997 Stock Incentive Plan, as amended. The
Registrant's previously filed Registration Statements on Form S-8 (Nos.
333-28657 and 333-66821), as filed with the Securities and Exchange Commission
(the "Commission") on June 6, 1997 and November 5, 1998, respectively, are
hereby incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Commission are hereby incorporated by reference:
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998;
(2) The Registrant's Current Report on Form 8-K, as filed with the
Commission on February 1, 1999;
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999;
(4) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999;
(5) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999;
(6) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A, dated May 22, 1997,
including all amendments and reports filed for the purpose of
updating such description prior to the termination of the
offering of the Common Stock offered hereby.
(7) The description of the Registrant's Common Stock purchase
rights contained in the Registration Statement on Form 8-A,
dated November 23, 1998, including amendments and reports
filed for the purpose of updating such description prior to
the termination of the offering of the Common Stock offered
hereby.
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All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents. Any
statements contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or replaced for purposes hereof
to the extent that a statement contained herein (or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein) modifies or replaces such statement. Any statement so modified
or replaced shall not be deemed, except as so modified or replaced, to
constitute a part hereof.
Item 8. Exhibits
See Exhibit Index (Page II-5)
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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
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 Nashville, State of Tennessee, on the 13th day
of January, 2000.
AMERICAN RETIREMENT CORPORATION
By: /s/ W. E. Sheriff
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W. E. Sheriff
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints W. E. Sheriff and George T. Hicks, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place, and stead,
in any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents 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 might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their 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 on the dates indicated.
Signature Title Date
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/s/ W.E. Sheriff Chairman and Chief January 13, 2000
- --------------------------------------- Executive Officer (Principal
W. E. Sheriff Executive Officer)
/s/ George T. Hicks Executive Vice President - January 13, 2000
- --------------------------------------- Finance
George T. Hicks Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ H. Lee Barfield II Director January 13, 2000
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H. Lee Barfield II
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Signature Title Date
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/s/ Frank M. Bumstead Director January 13, 2000
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Frank M. Bumstead
/s/ Christopher J. Coates Director January 13, 2000
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Christopher J. Coates
/s/ Robin G. Costa Director January 13, 2000
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Robin G. Costa
/s/ Clarence Edmonds Director January 13, 2000
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Clarence Edmonds
/s/ John A. Morris, Jr., M.D. Director January 13, 2000
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John A. Morris, Jr., M.D.
/s/ Daniel K. O'Connell Director January 13, 2000
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Daniel K. O'Connell
/s/ Robert G. Roskamp Director January 13, 2000
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Robert G. Roskamp
/s/ Nadine C. Smith Director January 13, 2000
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Nadine C. Smith
/s/ Laurence J. Stuesser Director January 13, 2000
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Laurence J. Stuesser
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EXHIBIT INDEX
Exhibit Number Description
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5 Opinion of Bass, Berry & Sims PLC
10 1997 Stock Incentive Plan, as amended
23.1 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
23.2 Consent of KPMG LLP
24 Power of Attorney (included on Page II-3)
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