As filed with the Securities and Exchange Commission on June 23, 2005.
Registration No. 333-40162
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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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AMERICAN RETIREMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Tennessee 62-1674303
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
111 Westwood Place, Suite 200
Brentwood, Tennessee 37027
(Address of Principal Executive Offices) (Zip Code)
AMERICAN RETIREMENT CORPORATION
401(K) RETIREMENT PLAN
(Full Title of the Plan)
W. E. Sheriff
111 Westwood Place, Suite 200
Brentwood, Tennessee 37027
(Name and Address of Agent For Service)
(615) 221-2250
(Telephone Number, Including Area Code, of Agent For Service)
DEREGISTRATION OF SECURITIES
On June 26, 2000, American Retirement Corporation (the "Company") filed a
Registration Statement on Form S-8, Registration No. 333-40162 (the
"Registration Statement"), for the sale of 500,000 shares of common stock of the
Company (the "Common Stock) under the American Retirement Corporation 401(k)
Retirement Plan (the "Plan") and an indeterminate amount of interests to be
offered or sold pursuant to the Plan.
The Company files this Post-Effective Amendment No. 1 to deregister all
shares of the Common Stock and Plan interests originally registered by the
Registration Statement that remain unsold as of the date hereof. The
Registration Statement is hereby amended, as appropriate, to reflect the
deregistration of such shares of the Common Stock and Plan interests.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Brentwood,
State of Tennessee, on this 23rd day of June, 2005.
AMERICAN RETIREMENT CORPORATION
By: /s/ W. E. Sheriff
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W. E. Sheriff
Chairman, Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Capacity Date
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/s/ W. E. Sheriff Chairman, Chief Executive June 23, 2005
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W. E. Sheriff Officer, President and Director
(Principal Executive Officer)
/s/ Bryan D. Richardson Executive Vice President - Finance June 23, 2005
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Bryan D. Richardson and Chief Financial Officer
(Principal Financial and Accounting
Officer)
/s/ Frank M. Bumstead Director June 23, 2005
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Frank M. Bumstead
/s/ Donald D. Davis Director June 23, 2005
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Donald D. Davis
/s/ John C. McCauley Director June 23, 2005
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John C. McCauley
/s/ John A. Morris, Jr., M.D. Director June 23, 2005
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John A. Morris, Jr., M.D.
/s/ Daniel K. O'Connell Director June 23, 2005
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Daniel K. O'Connell
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/s/ J. Edward Pearson Director June 23, 2005
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J. Edward Pearson
/s/ Nadine C. Smith Director June 23, 2005
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Nadine C. Smith
/s/ Lawrence J. Stuesser Director June 23, 2005
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Lawrence J. Stuesser
Pursuant to the requirements of the Securities Act of 1933, the
Investment Fiduciary Committee of the American Retirement Corporation 401(k)
Retirement Plan 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 this 23rd day of June, 2005.
AMERICAN RETIREMENT CORPORATION
401(k) RETIREMENT PLAN
By: /s/ Terry L. Frisby
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Terry L. Frisby
Chairman of the American Retirement Corporation
401(k) Investment Fiduciary Committee
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