As filed with the Securities and Exchange Commission on December 8, 2004
Registration No. 333-119955
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FILED PURSUANT TO RULE 462(d)
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIVE STAR QUALITY CARE, INC.
(Exact name of registrant as specified in its charter)
| Maryland (State or other jurisdiction of incorporation or organization) |
8051 (Primary Standard Industrial Classification Code Number) |
04-3516029 (I.R.S. Employer Identification Number) |
400 Centre Street
Newton, Massachusetts 02458
(617) 796-8387
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Evrett W. Benton, President
Five Star Quality Care, Inc.
400 Centre Street
Newton, Massachusetts 02458
(617) 796-8387
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| William J. Curry, Esq. Sullivan & Worcester LLP One Post Office Square Boston, Massachusetts 02109 (617) 338-2800 |
William J. Grant, Jr., Esq. Daniel D. Rubino, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 (212) 728-8000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after filing this Post-Effective Amendment No. 1 to Form S-1.
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, check the following box. o
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. o
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. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. ý
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form S-1 (File No. 333-119955) is filed pursuant to Rule 462(d) under the Securities Act of 1933 solely to file additional exhibits to such registration statement.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and financial statement schedules
The following exhibit is filed with this Post-Effective Amendment No. 1 to Form S-1:
1.1 |
Underwriting Agreement, dated December 7, 2004, by and between Five Star Quality Care, Inc. and UBS Securities LLC, as Representative of the several Underwriters named therein. |
|
| 5.1 | Legal Opinion of Venable LLP. |
II-1
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 December 8, 2004.
| FIVE STAR QUALITY CARE, INC. | |||
By: |
/s/ EVRETT W. BENTON Evrett W. Benton President and Chief Executive Officer |
||
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 dates indicated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| /s/ EVRETT W. BENTON Evrett W. Benton |
President and Chief Executive Officer | December 8, 2004 | ||
/s/ BRUCE J. MACKEY JR. Bruce J. Mackey Jr. |
Chief Financial Officer and Treasurer (Principal accounting officer) |
December 8, 2004 |
||
* Barry M. Portnoy |
Managing Director |
December 8, 2004 |
||
* Gerard M. Martin |
Managing Director |
December 8, 2004 |
||
* Bruce M. Gans |
Director |
December 8, 2004 |
||
* Barbara D. Gilmore |
Director |
December 8, 2004 |
||
* Arthur G. Koumantzelis |
Director |
December 8, 2004 |
||
| *By: | /s/ EVRETT W. BENTON Evrett W. Benton Attorney-in-fact |
II-2
Exhibit index
| 1.1 | Underwriting Agreement, dated December 7, 2004, by and between Five Star Quality Care, Inc. and UBS Securities LLC, as Representative of the several Underwriters named therein. | |
| 5.1 | Legal Opinion of Venable LLP. |