0001341004-06-001705.txt : 20171005 0001341004-06-001705.hdr.sgml : 20171005 20060614195322 ACCESSION NUMBER: 0001341004-06-001705 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060615 DATE AS OF CHANGE: 20060614 EFFECTIVENESS DATE: 20060615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brookdale Senior Living Inc. CENTRAL INDEX KEY: 0001332349 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 203068069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-129877 FILM NUMBER: 06905891 BUSINESS ADDRESS: STREET 1: 111 WESTWOOD PLACE STREET 2: SUITE 400 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: (615) 221-2250 MAIL ADDRESS: STREET 1: 111 WESTWOOD PLACE STREET 2: SUITE 400 CITY: BRENTWOOD STATE: TN ZIP: 37027 S-8 POS 1 nyc1121453.txt As filed with the Securities and Exchange Commission on June 14, 2006 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ BROOKDALE SENIOR LIVING INC. (Exact name of registrant as specified in its charter) Delaware 20-3068069 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) ------------------ Deborah C. Paskin, Esq. Executive Vice President, Secretary and General Counsel Brookdale Senior Living Inc. 330 North Wabash Avenue Suite 1400 Chicago, Illinois 60611 (Address of principal executive offices) ------------------ BROOKDALE SENIOR LIVING INC. OMNIBUS STOCK INCENTIVE PLAN (Full title of the plan) ------------------ Deborah C. Paskin, Esq. Executive Vice President, Secretary and General Counsel Brookdale Senior Living Inc. 330 North Wabash Avenue Suite 1400 Chicago, Illinois 60611 (312) 977-3700 (Name and address, including zip code, and telephone number, including area code, of agent for service) ------------------ Copy to: Joseph A. Coco, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 (212) 735-3000 CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of Title of each class of Amount to be offering price aggregate registration securities to be registered registered (1) per share offering price fee (2) --------------------------------------- -------------- ---------------- ---------------- ------------ Common stock, par value $0.01 per share 2,900,000 $44.66 $129,514,000 $13,858.00
-------------------- (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers additional shares that may become issuable under the above-named plan by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant's outstanding shares of common stock. (2) Computed in accordance with Rule 457(h) under the Securities Act. EXPLANATORY NOTE This registration statement registers an additional 2,900,000 shares of common stock, par value $0.01 per share (the "Common Stock"), of Brookdale Senior Living Inc. (the "Company") that may be issued and sold under the Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (the "Plan"). This registration of 2,900,000 shares of Common Stock will increase the number of shares registered for issuance under the Plan to 4,900,000. As permitted by General Instruction E to the Form S-8, this registration statement incorporates by reference the registration statement on Form S-8, File No. 333-129877, which we filed with the Securities and Exchange Commission (the "SEC") on November 21, 2005. In connection with our merger with American Retirement Corporation ("ARC"), which was announced on May 12, 2006, our board of directors approved an amendment to the Plan (the "Plan Amendment") to reserve an additional 2,500,000 shares of Common Stock for issuance thereunder to satisfy (i) obligations to provide for certain purchases of common stock by ARC officers and employees and (ii) obligations to make corresponding grants of restricted shares of common stock under the Plan to those ARC officers and employees who purchase such shares of Common Stock pursuant to employment agreements and optionee agreements entered into in connection with the merger, and for such other grants that may be made from time to time. On May 12, 2006, funds managed by affiliates of Fortress Investment Group LLC, who collectively hold approximately 65% of our common stock, executed a written consent approving the Plan Amendment, to become effective upon consummation of the Merger. This consent constitutes the consent of a majority of the total number of shares of our outstanding common stock and was sufficient to approve the Plan Amendment. In addition, the number of shares of Common Stock of the Company available for delivery under the Plan is subject to an automatic annual increase on the first day of each fiscal year of the Company commencing with the fiscal year beginning on or about January 1, 2006 by a number of shares equal to the lesser of (i) 400,000 shares of Common Stock or (ii) 2% of the number of outstanding shares of Common Stock. This registration statement registers the 400,000 additional shares of Common Stock resulting from the automatic annual increase for fiscal year 2006. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents previously filed with the SEC are incorporated by reference in this registration statement: (a) The Company's Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2005; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006; (c) The Company's Current Reports on Form 8-K filed with the SEC on January 13, 2006, February 8, 2006, February 13, 2006, March 20, 2006, April 13, 2006, May 1, 2006, and May 15, 2006; (d) The Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on April 21, 2006; and (e) The description of the Common Stock contained in the Registration Statement on Form 8-A dated October 11, 2005, filed with the SEC by the Company to register such securities under the Securities and Exchange Act of 1934, as amended, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this registration statement, modifies or supersedes such prior statement. Any statement contained in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such prior statement. Any 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. Exhibit No. Description -------------- -------------------------------------------------------------- 5.1 Opinion of Deborah C. Paskin, Executive Vice President, Secretary and General Counsel of Brookdale Senior Living Inc. 23.1 Consent of Ernst & Young LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of Deborah C. Paskin (included in Exhibit 5.1) 24.1 Power of Attorney (included on the signature pages hereto) 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 City of Chicago, State of Illinois, on June 14, 2006. BROOKDALE SENIOR LIVING INC. By: /s/ Mark J. Schulte ---------------------------------- Name: Mark J. Schulte Title: Chief Executive Officer POWER OF ATTORNEY Each of the undersigned officers and directors of Brookdale Senior Living Inc., a Delaware corporation, hereby constitutes and appoints Wesley R. Edens, Mark J. Schulte, R. Stanley Young, and Deborah C. Paskin and each of them, severally, as his or her attorney-in-fact and agent, with full power of substitution and resubstitution, in his or her name and on his or her behalf, to sign in any and all capacities this registration statement and any and all amendments (including post-effective amendments) and exhibits to this registration statement and any and all applications and other documents relating thereto, with the Securities and Exchange Commission, with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute. 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 date indicated. Signature Title Date -------------------------------------------------------------------------------- /s/ Wesley R. Edens Chairman of the Board June 14, 2006 ----------------------------- Wesley R. Edens Chief Executive Officer /s/ Mark J. Schulte (Principal executive officer) June 14, 2006 ----------------------------- Mark J. Schulte Executive Vice President, Chief Financial Officer, and Chief Accounting Officer (Principal financial officer) /s/ R. Stanley Young (Principal accounting officer) June 14, 2006 ----------------------------- R. Stanley Young /s/ William B. Doniger Director June 14, 2006 ----------------------------- William B. Doniger /s/ Jackie M. Clegg Director June 14, 2006 ----------------------------- Jackie M. Clegg /s/ Bradley E. Cooper Director June 14, 2006 ----------------------------- Bradley E. Cooper /s/ Jeffrey G. Edwards Director June 14, 2006 ----------------------------- Jeffrey G. Edwards /s/ Jeffrey R. Leeds Director June 14, 2006 ----------------------------- Jeffrey R. Leeds /s/ Samuel Waxman Director June 14, 2006 ----------------------------- Samuel Waxman EXHIBIT INDEX Exhibit No. Description -------------- -------------------------------------------------------------- 5.1 Opinion of Deborah C. Paskin, Executive Vice President, Secretary and General Counsel of Brookdale Senior Living Inc. 23.1 Consent of Ernst & Young LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of Deborah C. Paskin (included in Exhibit 5.1) 24.1 Power of Attorney (included on the signature pages hereto) EX-5 2 bslex5-1.txt EXHIBIT 5.1 - BROOKDALE OPINION Exhibit 5.1 ----------- BROOKDALE SENIOR LIVING INC. 330 North Wabash Avenue Suite 1400 Chicago, Illinois 60611 June 14, 2006 Brookdale Senior Living Inc. 330 North Wabash Suite 1400 Chicago, Illinois 60611 Re: Brookdale Senior Living Inc. Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: I am Executive Vice President, Secretary and General Counsel of Brookdale Senior Living Inc., a Delaware corporation (the "Company"), and as such have acted as counsel to the Company in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), relating to an additional 2,900,000 shares of common stock, par value $0.01 per share, of the Company (the "Shares") that may be issued and sold under the Brookdale Senior Living Omnibus Stock Incentive Plan, as amended (the "Plan"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. In rendering the opinion set forth herein, I have examined and relied on originals or copies, certified or otherwise identified to my satisfaction, of such documents as I have deemed necessary or appropriate as a basis for the opinion set forth below. In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies and the authenticity of the originals of such copies. In making my examination of executed documents, I have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinion expressed herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company and others and of public officials. Based upon the foregoing, I am of the opinion that the Shares to be issued under the Plan have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. I am admitted to the bar in the State of Illinois, and I do not express any opinion as to the laws of any other jurisdiction other than the General Corporation Law of the State of Delaware. I hereby consent to the filing of this opinion with the Securities and Exchange Commission (the "Commission") as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Deborah C. Paskin ---------------------------------- By: Deborah C. Paskin Executive Vice President, Secretary and General Counsel EX-23 3 bslex23-1.txt EXHIBIT 23.1 - CONSENT OF ERNST & YOUNG Exhibit 23.1 ------------ Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Brookdale Senior Living, Inc. Omnibus Stock Incentive Plan for the registration of 2,900,000 shares of common stock of our report dated March 17, 2006, with respect to the consolidated and combined financial statements and schedule of Brookdale Senior Living Inc. included in its Annual Report (Form 10-K/A) for the year ended December 31, 2005, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP -------------------------- Chicago, Illinois June 13, 2006 EX-23 4 consent23-2.txt EXHIBIT 23.2 - CONSENT OF ERNST & YOUNG Exhibit 23.2 ------------ Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Brookdale Senior Living, Inc. Omnibus Stock Incentive Plan of our report dated February 14, 2006, with respect to the consolidated financial statements of CMCP - Properties, Inc., included in the Current Report on Form 8-K/A of Brookdale Senior Living, Inc. filed on March 20, 2006. /s/ Ernst & Young LLP -------------------------- Dallas, Texas June 9, 2006