-----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, ITMMLVeJf0QkZO9S/DR49vIHMdglkI7FR5rSyTdOR+2Qvenm044mNG2QkBRDeZhU X3XfmARTgf3kFk9Y2ujHRA== 0000950134-01-504411.txt : 20010730 0000950134-01-504411.hdr.sgml : 20010730 ACCESSION NUMBER: 0000950134-01-504411 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010727 EFFECTIVENESS DATE: 20010727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEVERLY ENTERPRISES INC CENTRAL INDEX KEY: 0001040441 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 621691861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-66026 FILM NUMBER: 1690731 BUSINESS ADDRESS: STREET 1: ONE THOUSAND BEVERLY WAY CITY: FORT SMITH STATE: AR ZIP: 72919 BUSINESS PHONE: 5014526712 MAIL ADDRESS: STREET 1: ONE THOUSAND BEVERLY WAY CITY: FORT SMITH STATE: AR ZIP: 72919 FORMER COMPANY: FORMER CONFORMED NAME: NEW BEVERLY HOLDINGS INC DATE OF NAME CHANGE: 19970604 S-8 1 d89349s-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on July 27, 2001 Registration No. ________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- BEVERLY ENTERPRISES, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE ONE THOUSAND BEVERLY WAY 62-1691861 (State or Other Jurisdiction FORT SMITH, ARKANSAS 72919 (I.R.S. Employer of Incorporation or Organization) (Address of Principal Executive Offices Including Zip Code) Identification No.)
---------------- BEVERLY ENTERPRISES, INC. 1997 LONG-TERM INCENTIVE 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) ---------------- (501) 201-2000 (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE - ---------------------------- ----------------------- ------------------------ ------------------------ ----------------------- COMMON STOCK, PAR 5,000,000 $10.00(1) $50,000,000 $12,500 VALUE $0.10 PER SHARE(2) - ---------------------------- ----------------------- ------------------------ ------------------------ -----------------------
(1) Estimated solely for the purpose of calculating the registration fee. (2) These shares are additional shares which have been authorized by the Company for offer under the Company's 1997 Long-Term Incentive Plan. Pursuant to Rule 457(h)(1), the filing fee for the 5,000,000 shares subject to options that have not yet been granted is calculated based upon the average high and low prices of the Common Stock reported on July 25, 2001, which is $10.00 per share. 2 NOTE The purpose of this Form S-8 is to increase by 5,000,000 the number of shares which may be made subject to awards under the Company's 1997 Long-Term Incentive Plan. In accordance with the instructions to Form S-8, the Company hereby incorporates herein by reference the Form S-8 filed by the Company with respect to the Plan on December 8, 1997 (SEC File No. 333-41669), together with all exhibits filed therewith or incorporated therein by reference. I-1 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. In addition to those exhibits filed with the Registration Statement being incorporated by reference into this filing, each of the following exhibits is filed herewith: Exhibit 5.1 Opinion of John W. MacKenzie, Esq. Exhibit 23.1 Consent of John W. MacKenzie, Esq. (contained in Exhibit 5.1) Exhibit 23.2 Consent of Ernst & Young LLP II-1 4 SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the Company 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 this 27th day of July, 2001. BEVERLY ENTERPRISES, INC. By: /s/ JOHN W. MACKENZIE John W. MacKenzie Vice President and Deputy General Counsel II-2 5 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints John W. MacKenzie, his true and lawful attorney-in-fact and agent, 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 (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said 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 might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, 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 on the dates indicated.
Signature Title Date --------- ----- ---- /s/ DAVID R. BANKS Chairman of the Board and Director David R. Banks July 26, 2001 /s/ WILLIAM R. FLOYD President, Chief Executive Officer and Director July 26, 2001 William R. Floyd (Principal Executive Officer) /s/ PAMELA H. DANIELS Senior Vice President and Controller July 26, 2001 Pamela H. Daniels (Principal Financial and Accounting Officer) /s/ BERYL F. ANTHONY, JR. Director July 26, 2001 Beryl F. Anthony, Jr. /s/ HARRIS DIAMOND Director July 21, 2001 Harris Diamond /s/ JAMES R. GREENE Director July 24, 2001 James R. Greene /s/ JOHN P. HOWE, III Director July 26, 2001 John P. Howe, III /s/ EDITH E. HOLIDAY Director July 26, 2001 Edith E. Holiday /s/ JAMES W. MCLANE Director July 26, 2001 James W. McLane /s/ MARILYN R. SEYMANN, PH.D. Director July 26, 2001 Marilyn R. Seymann, Ph.D.
II-3 6 EXHIBIT INDEX
Exhibit Number Description ------- ----------- 5.1 Opinion of John W. MacKenzie, Esq. 23.1 Consent of John W. MacKenzie, Esq. (contained in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP
II-4 EX-5.1 2 d89349ex5-1.txt OPINION/CONSENT OF JOHN W. MACKENZIE, ESQ. 1 EXHIBIT 5.1 July 27, 2001 Beverly Enterprises, Inc. One Thousand Beverly Way Fort Smith, AR 72919 Ladies and Gentlemen: I am the Vice President and Deputy General Counsel of Beverly Enterprises, Inc., a Delaware corporation (the "Company"), and have acted as counsel for the Company in connection with the proposed filing with the Securities and Exchange Commission expected to be made on or about July 27, 2001 under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") for the purpose of registering (i) an additional 5,000,000 shares of Common Stock par value $.10 per share (the "Shares") of the Company, presently reserved for issuance under the Beverly Enterprises, Inc. 1997 Long-Term Incentive Pan (the "Plan"), (ii) additional Shares that become available under the Plan in connection with certain changes in the number of outstanding Shares because of events such as recapitalization, stock dividends and stock splits, and (iii) any other securities with respect to which the outstanding Shares are converted or exchanged. In such capacity, I have examined the Certificate of Incorporation and By-Laws of the Company (as amended), the Plan, and such other documents of the Company as I have deemed necessary or appropriate for the purposes of the opinions expressed herein. Based upon the foregoing, I advise you that, in my opinion, when issued in accordance with the provisions of the Plan, the Shares issuable under the Plan, when delivered and paid for in accordance with the Plan, will be validly issued, fully paid, and nonassessable. I am licensed to practice law in the Commonwealth of Kentucky. As I am generally familiar with the Delaware General Corporation Law, however, I did not consider obtaining special Delaware counsel to be necessary to render the opinions expressed herein. Accordingly, this opinion letter is based on my general knowledge and experience and not based on the advice or opinion of counsel licensed to practice law in the State of Delaware. This opinion letter is limited to the effect of the Delaware General Corporation Law and present federal laws of the United States. This opinion letter and the matters addressed in this letter are as of the date of this letter. I hereby disclaim any obligation to advise you of any change in any matter set forth in this letter occurring after such date. This opinion letter is limited to the matters stated in this letter and no opinion is implied or may be inferred beyond the opinions expressly stated herein. 2 Beverly Enterprises, Inc. July 27, 2001 Page 2 This opinion letter is solely for your benefit and no other person may rely upon the opinions expressed herein. Without my prior written consent, this letter may not be quoted in whole or in part or otherwise referred to in any document and may not be furnished to any other person. I hereby consent to the inclusion of this letter as an exhibit to the Registration Statement. Very truly yours, /s/ JOHN W. MACKENZIE John W. MacKenzie Vice President and Deputy General Counsel EX-23.2 3 d89349ex23-2.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Beverly Enterprises, Inc. 1997 Long-Term Incentive Plan of our report dated February 5, 2001, with respect to the consolidated financial statements and schedule of Beverly Enterprises, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP July 25, 2001 Little Rock, Arkansas -----END PRIVACY-ENHANCED MESSAGE-----