As filed with the Securities and Exchange Commission on March 1, 2006.
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
(Exact Name of Registrant as Specified in Its Charter)
Tennessee 62-1674303
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
111 Westwood Place, Suite 200
Brentwood, Tennessee 37027
(Address of Principal Executive Offices) (Zip Code)
AMERICAN RETIREMENT CORPORATION
1997 STOCK INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)
W. E. Sheriff
111 Westwood Place, Suite 200
Brentwood, Tennessee 37027
(Name and Address of Agent For Service)
(615) 221-2250
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To be Price Per Offering Registration
Registered Registered Share* Price* Fee
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Common Stock, par 2,354,975
value $.01 per share shares $26.84 $63,207,529 $6,764
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* The offering price is estimated solely for the purpose of determining the
amount of the registration fee. Such estimate has been calculated in
accordance with Rule 457(c) and Rule 457(h) and is based upon the average
of the high and low prices per share of the Registrant's Common Stock as
reported on the New York Stock Exchange Composite Transactions tape for
February 24, 2006.
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 "Plan"). The
Registrant's previously filed Registration Statements on Form S-8 (Nos.
333-28657, 333-66821 and 333-94747), as filed with the Securities and Exchange
Commission (the "Commission") on June 6, 1997, November 5, 1998 and January 14,
2000 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 pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005;
(b) The Registrant's Current Reports on Form 8-K filed on January 13,
2006, January 20, 2006, February 7, 2006 and February 24, 2006;
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on 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; and
(d) The description of the Registrant's Common Stock purchase rights
contained in the Registration Statement on Form 8-A filed on November
25, 1998, 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.
Information furnished under Items 2.02 and 7.01 of the Registrant's Current
Reports on Form 8-K, including the related exhibits, is not incorporated by
reference in this Registration Statement.
All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered hereby have been sold or
that 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
superseded for purposes hereof to the extent that a statement contained herein,
or in any other subsequently filed document that also is incorporated or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
II-1
Item 8. Exhibits.
5 Opinion of Bass, Berry & Sims PLC.
10 1997 Stock Incentive Plan, as amended (incorporated by reference
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001).
23.1 Consent of Bass, Berry & Sims PLC (included in Exhibit 5).
23.2 Consent of KPMG LLP.
24 Powers of Attorney (included at pages II-3 and II-4).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Brentwood, State of Tennessee, on this 1st day
of March, 2006.
AMERICAN RETIREMENT CORPORATION
By: /s/ W.E. Sheriff
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Name: W.E. Sheriff
Title: Chairman, Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below
hereby constitutes and appoints W. E. Sheriff and Bryan D. Richardson, or either
of them, his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her and in his or her name,
place, and stead, in any and all capacities, to sign any and all amendments
(including without limitation, 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 or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ W. E. Sheriff Chairman, Chief Executive March 1, 2006
----------------------- Officer, President and Director
W. E. Sheriff (Principal Executive Officer)
/s/ Bryan D. Richardson Executive Vice President - Finance March 1, 2006
----------------------- and Chief Financial Officer
Bryan D. Richardson (Principal Financial and Accounting
Officer)
/s/ Frank M. Bumstead Director March 1, 2006
-----------------------
Frank M. Bumstead
/s/ Donald D. Davis Director March 1, 2006
-----------------------
Donald D. Davis
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/s/ John C. McCauley Director March 1, 2006
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John C. McCauley
/s/ John A. Morris, Jr., M.D. Director March 1, 2006
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John A. Morris, Jr., M.D.
/s/ Daniel K. O'Connell Director March 1, 2006
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Daniel K. O'Connell
/s/ J. Edward Pearson Director March 1, 2006
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J. Edward Pearson
/s/ James R. Seward Director March 1, 2006
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James R. Seward
/s/ Nadine C. Smith Director March 1, 2006
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Nadine C. Smith
/s/ Lawrence J. Stuesser Director March 1, 2006
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Lawrence J. Stuesser
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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5 Opinion of Bass, Berry & Sims PLC.
10 1997 Stock Incentive Plan, as amended (incorporated by
reference to the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 2001).
23.1 Consent of Bass, Berry & Sims PLC (included in Exhibit 5).
23.2 Consent of KPMG LLP.
24 Powers of Attorney (included at pages II-3 and II-4).
II-5