As filed with the Securities and Exchange Commission on July 30, 2004
Registration No. 333-
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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CAPITAL SENIOR LIVING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2678809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14160 Dallas Parkway
Suite 300
Dallas, Texas 75240
(Address of principal executive offices) (Zip Code)
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1997 Omnibus Stock and Incentive Plan
for Capital Senior Living Corporation
(Full title of the plan)
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David R. Brickman, Esq.
Vice President and General Counsel
14160 Dallas Parkway, Suite 300
Dallas, Texas 75254
(Name and address of agent for service)
(972) 770-5600
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
maximum maximum Amount
Title of Amount offering aggregate of
securities to be price offering registration
to be registered per share price fee
registered (1)(2) (3)(4) (3)(4) (4)
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Common Stock
($0.01 par 575,000 Shares $4.43 $2,547,250 $322.74
value per
share)
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(1) The securities to be registered include an aggregate 575,000 shares
reserved for issuance under the 1997 Omnibus Stock and Incentive Plan for
Capital Senior Living Corporation, as amended (the "Plan").
(2) Pursuant to Rule 416, this registration statement also covers such
additional shares as may hereinafter be offered or issued to prevent
dilution resulting from stock splits, stock dividends, recapitalizations or
certain other capital adjustments.
(3) Estimated solely for purpose of calculating the registration fee.
(4) Calculated pursuant to Rule 457(c) and 457(h). Accordingly, the price per
share of common stock offered hereunder pursuant to the Plan is calculated
to be $4.43, which is the average of the highest and lowest price per share
of common stock on the New York Stock Exchange on July 29, 2004.
Pursuant to General Instruction E of Form S-8, this Registration Statement
relates to the registration of additional shares of Common Stock, par value
$0.01 per share, of the Company under the Plan. The Company has earlier filed a
Registration Statement on Form S-8 (No. 333-92045) relating to the Plan, the
contents of which are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this registration statement
the following documents previously filed by the Company with the Securities and
Exchange Commission (the "Commission"):
(1) The Company's Annual Report on Form 10-K filed with the Commission for
the fiscal year ended December 31, 2003.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004.
(3) The Company's Current Report on Form 8-K filed with the Commission on
January 14, 2004*.
(4) The Company's Current Report on Form 8-K filed with the Commission on
January 18, 2004.
(5) The Company's Current Report on Form 8-K filed with the Commission on
January 29, 2004.
(6) The Company's Current Report on Form 8-K filed with the Commission on
January 30, 2004.
(7) The Company's Current Report on Form 8-K filed with the Commission on
March 3, 2004*.
(8) The Company's Current Report on Form 8-K filed with the Commission on
April 14, 2004*.
(9) The Company's Current Report on Form 8-K filed with the Commission on
May 5, 2004*.
(10) The Company's Current Report on Form 8-K filed with the Commission on
May 25, 2004*.
(11) The description of the Common Stock of the Company set forth in the
Registration Statement on Form 8-A, filed with the Commission on October 3,
1997, including any amendment or report filed for the purpose of updating such
description.
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* Portions of these reports were furnished to the Commission under Item 9,
Regulation FD Disclosure, and Item 12, Results of Operations and Financial
Condition. Pursuant to General Instruction B(2) and (6) of Form 8-K, the
portions of these reports submitted under Items 9 and 12 are not deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended, and the Company is not subject to the liabilities of that
section. The Company is not incorporating by reference those portions of
these reports that are not deemed to be "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, and it will not
incorporate by reference those portions of future filings of reports on
Form 8-K into a filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, or into this registration
statement that are not deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this registration statement shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
the filing of such documents until such time as there shall have been filed a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all securities remaining unsold at the time of
such amendment.
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Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as a part of this registration
statement.
Exhibit Description of Exhibit
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4.1 1997 Omnibus Stock and Incentive Plan for Capital Senior
Living Corporation (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-8 (No. 333-92045))
4.2 First Amendment to the 1997 Omnibus Stock and Incentive Plan
for Capital Senior Living Corporation (included in Exhibit
4.1 to the Company's Registration Statement on Form S-8 (No.
333-92045)).
4.3 Second Amendment to the 1997 Omnibus Stock and Incentive
Plan for Capital Senior Living Corporation
4.4 Third Amendment to the 1997 Omnibus Stock and Incentive Plan
for Capital Senior Living Corporation
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in opinion filed as Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (included with signature page of this
Registration Statement)
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
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incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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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 Dallas, State of Texas, on July 30, 2004.
CAPITAL SENIOR LIVING CORPORATION
By: /s/ David R. Brickman
Name: David R. Brickman
Title: VP
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints James A. Stroud and Lawrence A.
Cohen, and each of them, each with full power to act without the other, his true
and lawful attorneys-in-fact and agents, each with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto each of 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 connection therewith, as fully to all
intents and purposes as he might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his 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 included:
Signature Title Date
/s/ Lawrence A. Cohen Vice Chairman of the Board and July 30, 2004
Lawrence A. Cohen Chief Executive Officer
/s/ James A. Stroud Chairman of the Company and July 28, 2004
James A. Stroud Chairman of the Board
/s/ Keith N. Johannessen President, Chief Operating Officer July 29, 2004
Keith N. Johannessen and Director
_______________________ Director ________, 2004
James A. Moore
_______________________ Director ________, 2004
Dr. Victor W. Nee
/s/ Craig F. Hartberg Director July 28, 2004
Craig F. Hartberg
_______________________ Director ________, 2004
Jill M. Krueger
/s/ Ralph A. Beattie Executive Vice President and July 29, 2004
Ralph A. Beattie Chief Financial Officer
(Principal Financial and
Accounting Officer)
INDEX TO EXHIBITS
Exhibit Description of Exhibit
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4.1 1997 Omnibus Stock and Incentive Plan for Capital Senior
Living Corporation (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-8 (No. 333-92045))
4.2 First Amendment to the 1997 Omnibus Stock and Incentive Plan
for Capital Senior Living Corporation (included in Exhibit
4.1 to the Company's Registration Statement on Form S-8 (No.
333-92045))
4.3 Second Amendment to the 1997 Omnibus Stock and Incentive
Plan for Capital Senior Living Corporation
4.4 Third Amendment to the 1997 Omnibus Stock and Incentive Plan
for Capital Senior Living Corporation
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in opinion filed as Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (included with signature page of this
Registration Statement)