As filed with the Securities and Exchange Commission on March 20, 2023
Registration No. 333-161186
Registration No. 333-201203
Registration No. 333-239034
Registration No. 333-265453
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-161186
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-201203
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-239034
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-265453
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALERISLIFE Inc.
(Exact name of registrant as specified in its charter)
Maryland | 04-3516029 | |
(State or other jurisdiction of incorporation or organization) | (IRS employer identification number) |
Two Newton Place
255 Washington Street, Suite 230
Newton, Massachusetts 02458
(617) 796-8387
(Address of principal executive offices)
Five Star Quality Care, Inc. 2001 Stock Option and Stock Incentive Plan
Five Star Quality Care, Inc. 2014 Equity Compensation Plan
Five Star Senior Living Inc. Amended and Restated 2014 Equity Compensation Plan, as amended
AlerisLife Inc. Second Amended and Restated 2014 Equity Compensation Plan
(Full title of the Plans)
Jeffrey C. Leer
President and Chief Executive Officer
Two Newton Place
255 Washington Street, Suite 230
Newton, Massachusetts 02458
(617) 796-8387
(Name, address and telephone number of Agent for Service)
Copies 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 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 ¨ | |
Non-accelerated filer x | Smaller reporting company x 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. ¨
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”) filed by AlerisLife Inc., a Maryland corporation (the “Registrant”), deregister all shares of the Registrant’s common stock, $0.01 par value per share (the “Shares”), remaining unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):
Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 2, 2023, among the Registrant, ABP Acquisition LLC, a Maryland limited liability company (“Parent”), and ABP Acquisition 2 LLC, a Maryland limited liability company and a wholly owned subsidiary of Parent (“Purchaser”), Purchaser was merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation and a wholly owned subsidiary of Parent. The Merger became effective on March 20, 2023.
In connection with the closing of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration Statements.
The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2023.
2
SIGNATURE
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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on March 20, 2023.
AlerisLife Inc. | ||
By: | /s/ Jeffrey C. Leer | |
Name: Jeffrey C. Leer | ||
Title: President and Chief Executive Officer |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.