As filed with the Securities and Exchange Commission
on June 7, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ALERISLIFE INC.
(Exact name of registrant as specified in its charter)
| Maryland |
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04-3516029 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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400
Centre Street
Newton, MA
(Address of Principal Executive Offices) |
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02458-1634
(Zip Code) |
AlerisLife Inc.
Second Amended and Restated 2014 Equity Compensation
Plan
(Full title of the plan)
Jeffrey C. Leer
Interim President and Chief Executive Officer
and Chief Financial Officer and Treasurer
AlerisLife Inc.
400 Centre Street
Newton, MA 02458-1634
(Name and address of agent
for service)
(617) 796-8387
(Telephone number, including area code, of agent
for service)
Copy to:
|
Faiz
Ahmad
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
920 North King Street
Wilmington, DE 19801
(302) 651-3000 |
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.
| Large accelerated filer ¨ |
Accelerated filer x |
| Non-accelerated filer ¨ |
Smaller reporting company x |
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Emerging growth company ¨ |
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
This Registration Statement on Form S-8 (this
“Registration Statement”) is being filed by AlerisLife Inc., a Maryland corporation (the “Registrant”), relating
to 3,500,000 shares of common stock, par value $0.01 per share (the “Common Stock”), issuable under the AlerisLife Inc. Second
Amended and Restated 2014 Equity Compensation Plan (the “Plan”). At the 2022 Annual Meeting of Stockholders of the Registrant
held on June 7, 2022, the Registrant’s stockholders approved the Plan, which increased by 3,500,000 the total number of shares
of Common Stock available for grant under the Plan to 6,407,259 shares of Common Stock.
This Registration Statement is filed pursuant to
General Instruction E to Form S-8. Accordingly, this Registration Statement hereby incorporates by reference the contents of the
registration statement on Form S-8 filed by the Registrant on June 9, 2020 (File No. 333-239034) (the “Prior Registration
Statement”), with respect to the Plan, except as supplemented by the information set forth below.
This Registration Statement relates solely to the
registration of additional securities of the same class as are registered on the Prior Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS*
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended (the
“Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified
in Part I have been or will be delivered to the participants in the Plan as required by Rule 428(b). Pursuant to General Instruction
E to Form S-8, the Registrant hereby incorporates by reference the contents of the Prior Registration Statement, except as supplemented
by the information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference
into this Registration Statement the following documents filed with the Securities and Exchange Commission (the “SEC”):
| (d) | The description of the Registrant’s Common Stock set forth in Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K,
filed with the SEC on March 2, 2020. |
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished pursuant
to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information that are related to such items) after
the date of this Registration Statement but 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 in this
Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item
6.
Indemnification of Directors and Officers.
The Maryland General Corporation Law (the “MGCL”)
permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation
and its stockholders for money damages except for liability resulting from (a) the actual receipt of an improper benefit or profit
in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause
of action. The charter of the Registrant contains such a provision which eliminates such liability to the maximum extent permitted by
Maryland law.
The MGCL permits a Maryland corporation to indemnify
its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of
their service in those capacities. However, a Maryland corporation is not permitted to provide indemnification if any of the following
is established:
| · | the act or omission of the director or officer was material to the matter
giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty; |
| · | the director or officer actually received an improper personal benefit in
money, property or services; or |
| · | in the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. |
Further, under the MGCL, a Maryland corporation
may not indemnify a director or officer for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability
on the basis that a personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses.
The MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of the following:
| · | a written affirmation by the director or officer of his or her good faith
belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and |
| · | a written undertaking by him or her, or on his or her behalf, to repay the
amount paid or reimbursed by the corporation if it is ultimately determined that this standard of conduct was not met. |
The
Registrant's charter also authorizes the Registrant, to the maximum extent permitted by Maryland law, to indemnify (1) any present
or former director or officer of the Registrant or (2) any individual who, while a director of the Registrant and at the Registrant's
request, serves or has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership,
joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become
subject or which such person may incur by reason of his or her status as a present or former director or officer of the Registrant and
pay or reimburse such person's reasonable expenses in advance of final disposition of a proceeding. The Registrant’s charter also
permits the Registrant to indemnify and advance expenses to any individual who served a predecessor of the Registrant in any of the capacities
described above and any employee or agent of the Registrant or a predecessor of the Registrant.
We have also entered into indemnification agreements
with our directors and certain of our officers providing for procedures for indemnification by us to the maximum extent permitted by law
and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us. The Registrant
also maintains directors’ and officers’ liability insurance for its directors and officers.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions,
the SEC has expressed the opinion that such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item
8. Exhibits.
(1) Incorporated
by reference to Exhibit 3.1 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 6, 2019.
(2) Incorporated
by reference to Exhibit 3.4 to the Registrant's Current Report on
Form 8-K, filed with the SEC on January 31, 2022.
(3) Incorporated by reference to
Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on January 31, 2022.
(4) Incorporated by reference to Registrant's Current Report on Form 8-K filed with the SEC on January 31, 2022.
(5) Incorporated
by reference to Annex A to the Registrant’s definitive proxy statement for the Registrant’s 2022 annual meeting of stockholders,
filed with the SEC on April 6, 2022.
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 Newton, Commonwealth of Massachusetts, on June 7, 2022.
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ALERISLIFE INC. |
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By: |
/s/ Jeffrey C. Leer |
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Jeffrey C. Leer |
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Interim President and Chief Executive Officer and Chief Financial Officer and Treasurer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints Jeffrey C. Leer and Stephen R. Geiger, and each of them, his, her or their
true and lawful attorneys in fact and agents, with full power of substitution and resubstitution, for him, her or their and in his, her
or their name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this
Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys in fact and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he, she or they might or could do
in person, hereby ratifying and conforming all that said attorneys in fact and agents, and each of them, or their respective substitutes,
and each of them, 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.
| Date |
June 7, 2022 |
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by: |
/s/ Jeffrey C. Leer |
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Jeffrey C. Leer, Interim President and Chief Executive Officer and Chief Financial Officer and Treasurer (Principal Executive Officer and Principal Financial Officer) |
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| Date: |
June 7, 2022 |
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by: |
/s/ Stephen R. Geiger |
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Stephen R. Geiger, Vice President and Chief Accounting Officer (Principal Accounting Officer) |
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| Date: |
June 7, 2022 |
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by: |
/s/ Jennifer B. Clark |
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Jennifer B. Clark, Managing Director |
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| Date: |
June 7, 2022 |
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by: |
/s/ Donna D. Fraiche |
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Donna D. Fraiche, Independent Director |
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| Date: |
June 7, 2022 |
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by: |
/s/ Bruce M. Gans |
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Bruce M. Gans, Independent Director |
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| Date: |
June 7, 2022 |
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by: |
/s/ Barbara D. Gilmore |
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Barbara D. Gilmore, Independent Director |
| Date: |
June 7, 2022 |
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by: |
/s/ Gerard M. Martin |
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Gerard M. Martin, Independent Director |
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| Date: |
June 7, 2022 |
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by: |
/s/ Adam D. Portnoy |
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Adam D. Portnoy, Managing Director |
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| Date: |
June 7, 2022 |
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by: |
/s/ Michael E. Wagner |
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Michael E. Wagner, Independent Director |
Exhibit 5.1
June 7, 2022
AlerisLife Inc.
400 Centre Street
Newton, Massachusetts 02458
Re: Registration
Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to AlerisLife
Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration
of 3,500,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”),
that the Company may issue pursuant to the AlerisLife Inc. Second Amended and Restated 2014 Equity Compensation Plan (the “Plan”),
covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), to be filed
by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933,
as amended (the “1933 Act”), on or about the date hereof.
In connection with our representation of the Company,
and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction,
of the following documents (hereinafter collectively referred to as the “Documents”):
1. The
Registration Statement;
2. The
charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The
Amended and Restated Bylaws of the Company (the “Bylaws”), certified as of the date hereof by an officer of the Company;
4. A
certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
5. The
Plan, certified as of the date hereof by an officer of the Company;
6. Resolutions
(the “Resolutions”) adopted by the Board of Directors of the Company relating to the approval of the Plan and the authorization
of the issuance of the Shares, certified as of the date hereof by an officer of the Company;
AlerisLife Inc.
June 7, 2022
Page 2
7. A
certificate executed by an officer of the Company, dated as of the date hereof; and
8. Such
other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.
In expressing the opinion set forth below, we have
assumed the following:
1. Each
individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each
individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each
of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents
to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable
in accordance with all stated terms.
4. All
Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted
to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records
reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained
in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there
has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. None
of the Shares will be issued in violation of any restriction or limitation contained in the Charter, the Bylaws or the Plan. Upon any
issuance of Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common
Stock that the Company is then authorized to issue under the Charter.
AlerisLife Inc.
June 7, 2022
Page 3
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The
Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.
2. The
issuance of the Shares has been duly authorized and, when issued and delivered by the Company pursuant to the Resolutions and the Plan
and otherwise in accordance with the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the
State of Maryland and we do not express any opinion herein concerning any federal law or the laws of any other jurisdiction. We express
no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland,
or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein
would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The
opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify
the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters
specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement
this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed
herein after the date hereof.
This opinion is being furnished to you solely for
submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within
the category of persons whose consent is required by Section 7 of the 1933 Act.
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Very truly yours, |
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/s/ Venable LLP |