As filed with the Securities and Exchange Commission on March 12, 2001
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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ASSISTED LIVING CONCEPTS, INC.
NEVADA 93-1148702
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11835 N.E. Glenn Widing Drive, Building E
Portland, Oregon 97220-9057
(Address of principal executive offices) (Zip Code)
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THE NON-EXECUTIVE EMPLOYEE EQUITY PARTICIPATION PLAN
__________________
Copy to:
SANDRA CAMPBELL, ESQ. GARY OLSON, ESQ.
Senior Vice President and General Counsel Latham & Watkins
11835 N.E. Glenn Widing Drive, Building E 633 West Fifth Street, Suite 4000
Portland, Oregon 97220-9057 Los Angeles, California 90071
(503) 252-6233 (213) 485-1234
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Calculation of Registration Fee
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Proposed
Amount Proposed Maximum
of Shares Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Share Price Fee
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Common Stock $.01 par value 500,000 (1) $2.60 (2) $504,419 (3) $126.10
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(1) Covers 500,000 additional shares available for issuance under The Non-
Executive Employee Equity Participation Plan (the "Plan") pursuant to an
amendment to the Plan which was approved by the Board of Directors of the
registrant on May 3, 2000. The Plan authorizes the issuance of a maximum of
1,000,000 shares. However, the offer and sale of 500,000 of the shares,
which have been or may be issued upon exercise of options under the Plan,
have previously been registered pursuant to Form S-8 Registration Statement
Nos. 33-58953. The newly registered shares are comprised of: (A) 86,731
shares issuable pursuant to options outstanding under the Plan; and (B)
413,269 shares that are not yet subject to outstanding options under the
Plan. Pursuant to Rule 416 under the Securities Act of 1933, as amended,
the amount registered hereunder includes an indeterminate number of shares
of our common stock that may be issued in accordance with the provisions of
the Plan, as amended in the event of any change in the outstanding shares
of our common stock, including a stock dividend or stock split.
(2) The Proposed Maximum Offering Price Per Share is based upon: (A) the
exercise price per share of outstanding options for 86,711 shares; and (B)
for the remaining 413,289 shares, the average of the high and low sales
price on March 9, 2001 for the registrant's common stock as reported on the
American Stock Exchange, pursuant to rule 457(h) of the Securities Act.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act.
PART I
This Registration Statement on Form S-8 registers the offer and sale
of an additional 500,000 shares of Common Stock of Assisted Living Concepts,
Inc. (the "Company") for issuance under the Plan. The contents of the prior
Registration Statement of Form S-8 of the Company relating to the Plan, File No.
333-58953, is incorporated herein by reference.
PART II
Item 1. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Assisted Living Concepts, Inc., a Nevada
corporation (the "Company' and the "Registrant"), are incorporated as of their
respective dates in this Registration Statement by reference:
(a) The Annual Report of the Company on Form 10-K for its fiscal year
ended December 31, 1999;
(b) The Quarterly Reports of the Company on Form 10-Q for the
quarters ended March 31, 2000, June 30, 2000 and September 30,
2000.
(c) The Current Reports of the Company on Form 8-K, dated March 3,
2000, March 16, 2000, June 13, 2000, August 21, 2000, September
7, 2000, October 20, 2000 and February 13, 2001.
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A/2 filed with the
Commission on November 22, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be 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 8. Exhibits
4.1* First Amendment to The Non-Executive Employee Equity
Participation Plan
5.1* Opinion of Latham & Watkins
23.1* Consent of KPMG LLP
23.2* Consent of Latham & Watkins (included as part of Exhibit 5.1)
24.1* Power of Attorney (included on Signature Page)
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* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused the Registration
Statement to be signed on its behalf by the undersigned, thereunto authorized,
in the City of Portland, State of Oregon on the 9th day of March 2001.
ASSISTED LIVING CONCEPTS, INC.
By: /s/ Wm. James Nicol
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Wm. James Nicol
President, Chief Executive Officer and
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wm. James Nicol, Sandra Campbell and Drew
Q. Miller, and each of them, with full power to act without the other, such
person's true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement, and any and all amendments
thereto (including post-effective amendments), and to file the same, with
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and perform each and
every act and thing necessary or desirable 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,
thereby ratifying and confirming all that said attorneys-in-fact, or any of
them, or their 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 as of the dates indicated:
Signatures Title Date
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/s/ Wm James Nicol President, Chief Executive Officer March 9, 2001
------------------------------ and Chairman of the Board of
Wm. James Nicol Directors
/s/ Drew Q. Miller Senior Vice President, March 9, 2001
------------------------------ Chief Financial Officer and
Drew Q. Miller Treasurer
/s/ John M. Gibbons Vice Chairman and Director March 9, 2001
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John M. Gibbons
/s/ Jill M. Krueger Director March 9, 2001
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Jill M. Krueger
/s/ Richard C. Ladd Director March 9, 2001
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Richard C. Ladd
/s/ Leonard Tannenbaum Director March 9, 2001
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Leonard Tannenbaum
/s/ Bruce E. Toll Director March 9, 2001
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Bruce E. Toll