Post-effective Amendment to an S-8 Filing (s-8 Pos)
January 07 2022 - 4:37PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 7, 2022.
Registration No. 333-192780
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BROOKDALE SENIOR LIVING INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-3068069
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State or other jurisdiction of
incorporation or organization
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(I.R.S. Employer
Identification No.)
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111 Westwood Place, Suite 400
Brentwood, Tennessee
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37027
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(Address of principal executive offices)
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(Zip Code)
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BROOKDALE SENIOR LIVING INC. ASSOCIATE STOCK PURCHASE PLAN
(Full title of the plan)
Chad C. White
Executive Vice President, General Counsel and Secretary
111 Westwood Place, Suite 400
Brentwood, Tennessee 37027
(Name and address of agent for service)
(615) 221-2250
(Telephone number, including area code, of agent for service)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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þ
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Non-accelerated filer
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¨ (Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On December 11, 2013, Brookdale Senior Living Inc. (the “Company”) filed a Registration Statement on Form S-8 (No. 333-192780) (the “Form S-8”) registering 800,000 shares of the Company’s Common Stock, par value $0.01 per share (“Shares”), to be issued to participants under the Brookdale Senior Living Inc. Associate Stock Purchase Plan (the “Plan”). Effective December 31, 2021, the Company terminated the Plan and thereafter will issue no securities under the Plan. This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 is being filed in order to deregister all 106,822 Shares that were registered under the Form S-8 and remain unissued under the Plan.
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 Brentwood, State of Tennessee, on January 7, 2022.
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BROOKDALE SENIOR LIVING INC.
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By:
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/s/ Steven E. Swain
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Name:
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Steven E. Swain
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Title:
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Executive Vice President and Chief Financial Officer
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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.
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Signature
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Title
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Date
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/s/ Guy P. Sansone
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Non-Executive Chairman of the Board
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January 7, 2022
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Guy P. Sansone
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/s/ Lucinda M. Baier
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President, Chief Executive Officer and Director
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January 7, 2022
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Lucinda M. Baier
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(Principal Executive Officer)
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/s/ Steven E. Swain
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Executive Vice President and Chief Financial Officer
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January 7, 2022
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Steven E. Swain
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(Principal Financial Officer)
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/s/ Dawn L. Kussow
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Senior Vice President and Chief Accounting Officer
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January 7, 2022
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Dawn L. Kussow
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(Principal Accounting Officer)
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/s/ Jordan R. Asher
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Director
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January 7, 2022
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Jordan R. Asher
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/s/ Marcus E. Bromley
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Director
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January 7, 2022
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Marcus E. Bromley
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Signature
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Title
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Date
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/s/ Frank M. Bumstead
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Director
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January 7, 2022
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Frank M. Bumstead
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/s/ Victoria L. Freed
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Director
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January 7, 2022
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Victoria L. Freed
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/s/ Rita Johnson-Mills
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Director
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January 7, 2022
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Rita Johnson-Mills
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/s/ Denise W. Warren
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Director
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January 7, 2022
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Denise W. Warren
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/s/ Lee S. Wielansky
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Director
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January 7, 2022
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Lee S. Wielansky
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