As filed with the Securities and Exchange Commission on August 5, 2014
Registration No. 333-187175
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EMERITUS
CORPORATION
(Exact name of registrant as specified in its charter)
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Washington
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91-1605464
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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3131 Elliott Avenue, Suite 500
Seattle, Washington 98121
(Address of principal executive offices, including zip code)
Chad C. White
Vice
President and Secretary
Emeritus Corporation
3131 Elliott Avenue, Suite 500
Seattle, Washington 98121
(206) 298-2909
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Approximate
date of commencement of proposed sale to the public
: Not applicable.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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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. (Check one):
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Large accelerated filer
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Accelerated filer
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x
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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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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1, filed by Emeritus Corporation, a Washington corporation (the Registrant), relates to
Registration Statement No. 333-187175 filed by the Registrant with the Securities and Exchange Commission on March 11, 2013 registering an unspecified amount of common stock, par value $0.0001 per share (Common Stock), an
unspecificed amount of preferred stock, par value $0.0001 per share, an unspecified amount of convertible preferred stock, par value $0.0001 per share, an unspecified amount of debt securities, an unspecified amount of convertible debt securities
and an unspecified number of warrants to purchase shares of common stock, preferred stock or convertible preferred stock of the Registrant (the Registration Statement).
On February 20, 2014, Brookdale Senior Living Inc., a Delaware corporation (Brookdale), entered into an Agreement and Plan of
Merger (the Merger Agreement), by and among Brookdale, the Registrant, and Broadway Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Brookdale (Merger Sub). In accordance with the Merger
Agreement, on July 31, 2014 (the Effective Time), Merger Sub merged with and into the Registrant (the Merger), with the Registrant continuing as the surviving corporation and a wholly owned subsidiary of Brookdale.
As a result of the Merger, the offerings under the Registration Statement have been terminated. In accordance with the undertakings made by
the Registrant to remove from registration, by means of a post-effective amendment, any of the securities under the Registration Statement which remain unsold at the termination of the offerings, the Registrant hereby removes from registration all
securities registered under the Registration Statement which remained unsold as of the Effective Time, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this post-effective amendment to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, Washington, on this 5
th
day of August, 2014.
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EMERITUS CORPORATION
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By:
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/s/ Chad C. White
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Name: Chad C. White
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Title: Vice President and Secretary
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Note: no other person is required to sign this post-effective amendment to the Registration Statement on Form S-3 in
reliance on Rule 478 of the Securities Act of 1933, as amended.
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