CSU Capital Senior Living Corp

As filed with the Securities and Exchange Commission on May 21, 2015

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CAPITAL SENIOR LIVING CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		75-2678809
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
14160 Dallas Parkway, Suite 300 Dallas, Texas		75254
(Address of Principal Executive Offices)		(Zip Code)

 

 

2007 OMNIBUS STOCK AND INCENTIVE PLAN FOR CAPITAL SENIOR LIVING CORPORATION

(Full title of the plan)

 

 

David R. Brickman, Esq.

Senior Vice President, Secretary and General Counsel

Capital Senior Living Corporation

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)

Copies to:

Winston W. Walp II, Esq.

Norton Rose Fulbright US LLP

2200 Ross Avenue, Suite 3600

Dallas, Texas 75201

(214) 855-8000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered		Amount to be registered(1)		Proposed maximum offering price per share(2)		Proposed maximum aggregate offering price(2)		Amount of registration fee
Common Stock, par value $0.01 per share		2,000,000 shares		$24.89		$49,780,000		$5,784.44

(1)

Represents shares of common stock being registered for issuance under the 2007 Omnibus Stock and Incentive Plan for Capital Senior Living Corporation, as amended. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also be deemed to cover any additional securities to be offered or issued in connection with the provisions of the above-referenced plan, which provides for adjustments in the amount of securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar events.

(2)

Estimated pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low sales prices per share of Capital Senior Living Corporation’s common stock, as reported by the New York Stock Exchange on May 14, 2015.

 

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Capital Senior Living Corporation (the “Company”) to register an additional 2,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), that may be issued under the 2007 Omnibus Stock and Incentive Plan for Capital Senior Living Corporation, as amended (the “Plan”). These shares are in addition to the 2,600,000 shares of Common Stock that may be issued under the Plan pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-143403) (the “Prior Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on May 31, 2007. Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement, except to the extent supplemented, amended and superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item	3. Incorporation of Documents by Reference.

The following documents previously filed by the Company with the Commission are incorporated in this Registration Statement by reference:

 

1.

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Commission on February 27, 2015;

 

2.

the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, filed with the Commission on May 6, 2015;

 

3.

the Company’s Current Report on Form 8-K, filed with the Commission on February 26, 2015 (except any information, including exhibits, furnished to the Commission pursuant Items 2.02 and 7.01); and

 

4.

the description of the Common Stock contained in the section entitled “Description of Capital Stock” in the Company’s Registration Statement on Form S-1 (Registration No. 333-33379), filed with the Commission on August 12, 1997, including any amendment or report filed for the purpose of updating such description.

Any future filings the Company makes with the Commission under Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), following the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which 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, other than information, including exhibits, furnished to the Commission pursuant to Items 2.02 or 7.01 of Form 8-K and which is not deemed filed under the Exchange Act and is not incorporated in this Registration Statement.

 

Item 8.

Exhibits.

The exhibits to the Registration Statement are listed in the Exhibit Index to this Registration Statement and are incorporated herein by reference.

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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 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 May 21, 2015.

 

				CAPITAL SENIOR LIVING CORPORATION
				By:		/s/ David R. Brickman
				David R. Brickman
				Senior Vice President, Secretary and General Counsel

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Capital Senior Living Corporation hereby constitutes and appoints Lawrence A. Cohen, Keith N. Johannessen and David R. Brickman, and each of them individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and on his or her behalf and in his or her name, place and stead, in any and all capacities, to sign, execute and file any or all amendments (including, without limitation, post-effective amendments) to this registration statement and any and all registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, with any and all exhibits thereto, and all other documents required to be filed therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto each such 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 in order to effectuate the same, as fully to all intents and purposes as he or she might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitutes or substitute, 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 date indicated.

 

/s/ Lawrence A. Cohen Lawrence A. Cohen		Chief Executive Officer, Vice Chairman of the Board and Director (Principal Executive Officer)		May 21, 2015
/s/ Keith N. Johannessen Keith N. Johannessen		President and Chief Operating Officer and Director		May 21, 2015
/s/ Carey P. Hendrickson Carey P. Hendrickson		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		May 21, 2015
/s/ James A. Moore James A. Moore		Chairman of the Board		May 21, 2015
/s/ Phillip A. Brooks Philip A. Brooks		Director		May 21, 2015
/s/ Kimberly S. Herman Kimberly S. Herman		Director		May 21, 2015
/s/ E. Rodney Hornbake E. Rodney Hornbake		Director		May 21, 2015

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/s/ Jill M. Krueger Jill M. Krueger		Director		May 21, 2015
/s/ Ronald A. Malone Ronald A. Malone		Director		May 21, 2015
/s/ Michael W. Reid Michael W. Reid		Director		May 21, 2015

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EXHIBIT INDEX

 

Exhibit Number				Description of Exhibit
	4.1			Amended and Restated Certificate of Incorporation of Capital Senior Living Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-33379) filed with the Commission on September 8, 1997).
	4.2			Amendment to the Amended and Restated Certificate of Incorporation of Capital Senior Living Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 15, 1999).
	4.3			Second Amended and Restated Bylaws of Capital Senior Living Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 8, 2013).
	4.4			Rights Agreement, dated as of February 25, 2010, between Capital Senior Living Corporation and Mellon Investor Services LLC, as Rights Agent, including all exhibits thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 26, 2010).
	4.5			Form of Certificate of Designation of Series A Junior Participating Preferred Stock, par value $0.01 per share, of Capital Senior Living Corporation (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 26, 2010).
	4.6			Form of Right Certificate (included as Exhibit B to the Rights Agreement, which is filed as Exhibit 4.4 hereto, as amended pursuant to the First Amendment to Rights Agreement, which is filed as Exhibit 4.8 hereto, and incorporated herein by reference).
	4.7			Form of Summary of Rights (included as Annex A to the First Amendment to Rights Agreement, which is filed as Exhibit 4.8 hereto and incorporated herein by reference).
	4.8			First Amendment to Rights Agreement, dated as of March 5, 2013, between Capital Senior Living Corporation and Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC), as Rights Agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 8, 2013).
	5.1	*		Opinion of Norton Rose Fulbright US LLP
	23.1	*		Consent of Norton Rose Fulbright US LLP (included as part of Exhibit 5.1).
	23.2	*		Consent of Ernst & Young LLP
	24.1	*		Power of Attorney (included on signature pages).
	99.1			2007 Omnibus Stock and Incentive Plan for Capital Senior Living Corporation (incorporated by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on May 31, 2007).
	99.2			First Amendment to 2007 Omnibus Stock and Incentive Plan for Capital Senior Living Corporation (incorporated by reference to Exhibit 4.7 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on May 31, 2007).
	99.3			Amended and Restated Second Amendment to 2007 Omnibus Stock and Incentive Plan for Capital Senior Living Corporation (incorporated by reference to Appendix B to the Registrant’s Proxy Statement filed with the Commission on April 16, 2015).

*	Filed herewith.

Exhibit 5.1

 

May 21, 2015
		Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201-2784 United States
		Tel +1 214 855 8000 Fax +1 214 855 8200 nortonrosefulbright.com

Capital Senior Living Corporation

14160 Dallas Parkway, Suite 300

Dallas, Texas 75254

Ladies and Gentlemen:

We have acted as counsel for Capital Senior Living Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), covering the registration of 2,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which may be issued pursuant to the 2007 Omnibus Stock and Incentive Plan for Capital Senior Living Corporation, as amended (the “Plan”).

In connection with the opinion expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of our opinion, including: (i) the Company’s Amended and Restated Certificate of Incorporation and all amendments thereto, (ii) the Company’s Second Amended and Restated Bylaws, (iii) the Plan, (iv) the Registration Statement, (v) the applicable minutes of meetings or consents in lieu of meetings of the Company’s board of directors (the “Board”) and stockholders, and (iv) certificates of officers of the Company with respect to certain facts material to the opinion contained herein.

For the purposes of expressing the opinion hereinafter set forth, we have assumed: (i) the genuineness of all signatures and documents examined by us, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to the originals of all documents submitted to us as copies, (iv) the correctness and accuracy of all facts set forth in the documents referred to in this opinion letter, (v) compliance in the future with the terms of the Plan by the Company and its employees, officers, the Board and any committee appointed to administer the Plan, (vi) that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan will be in full force and effect at all times at which the Shares are issued or delivered or sold by the Company, and the Company will take no action inconsistent with such resolutions, and (vii) that each award under the Plan will be approved by the Board or an authorized committee of the Board.

Based on the foregoing and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that upon the issuance of Shares in accordance with the terms and conditions of the Plan, including receipt prior to issuance by the Company of the full consideration for the Shares (which consideration shall be at least equal to the par value thereof), the Shares will be validly issued, fully paid and nonassessable.

Our opinion herein is limited in all respects to the General Corporation Law of the State of Delaware, which includes those statutory provisions as well as all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, and the federal

Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.

Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.

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Capital Senior Living Corporation May 21, 2015 Page 2

laws of the United States of America, and we do not express any opinion as to the applicability of or the effect thereon of the laws of any other jurisdiction. We express no opinion as to any matter other than as set forth herein, and no opinion may be inferred or implied herefrom.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Norton Rose Fulbright US LLP

NORTON ROSE FULBRIGHT US LLP

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 filed on May 21, 2015) pertaining to the registration of an additional 2,000,000 shares of common stock under the 2007 Omnibus Stock and Incentive Plan for Capital Senior Living Corporation, as amended, of our reports dated February 27, 2015, with respect to the consolidated financial statements of Capital Senior Living Corporation and the effectiveness of internal control over financial reporting of Capital Senior Living Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Dallas, Texas

May 21, 2015