Edgar Filing: Brookdale Senior Living Inc.

As filed with the Securities and Exchange Commission on June 14, 2006
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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BROOKDALE SENIOR LIVING INC.
(Exact name of registrant as specified in its charter)

Delaware 20-3068069
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

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Deborah C. Paskin, Esq.
Executive Vice President, Secretary and General Counsel
Brookdale Senior Living Inc.
330 North Wabash Avenue
Suite 1400
Chicago, Illinois 60611
(Address of principal executive offices)

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BROOKDALE SENIOR LIVING INC. OMNIBUS STOCK INCENTIVE PLAN
(Full title of the plan)

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Deborah C. Paskin, Esq.
Executive Vice President, Secretary and General Counsel
Brookdale Senior Living Inc.
330 North Wabash Avenue
Suite 1400
Chicago, Illinois 60611
(312) 977-3700
(Name and address, including zip code, and telephone number,
including area code, of agent for service)

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Copy to:

Joseph A. Coco, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
(212) 735-3000

CALCULATION OF REGISTRATION FEE

Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price aggregate registration
securities to be registered registered (1) per share offering price fee (2)
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Common stock, par value $0.01 per share 2,900,000 $44.66 $129,514,000 $13,858.00

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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
registration statement also covers additional shares that may become
issuable under the above-named plan by reason of certain corporate
transactions or events, including any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
registrant's outstanding shares of common stock.

(2) Computed in accordance with Rule 457(h) under the Securities Act.

EXPLANATORY NOTE

This registration statement registers an additional 2,900,000 shares of
common stock, par value $0.01 per share (the "Common Stock"), of Brookdale
Senior Living Inc. (the "Company") that may be issued and sold under the
Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (the "Plan"). This
registration of 2,900,000 shares of Common Stock will increase the number of
shares registered for issuance under the Plan to 4,900,000. As permitted by
General Instruction E to the Form S-8, this registration statement incorporates
by reference the registration statement on Form S-8, File No. 333-129877, which
we filed with the Securities and Exchange Commission (the "SEC") on November 21,
2005.

In connection with our merger with American Retirement Corporation
("ARC"), which was announced on May 12, 2006, our board of directors approved an
amendment to the Plan (the "Plan Amendment") to reserve an additional 2,500,000
shares of Common Stock for issuance thereunder to satisfy (i) obligations to
provide for certain purchases of common stock by ARC officers and employees and
(ii) obligations to make corresponding grants of restricted shares of common
stock under the Plan to those ARC officers and employees who purchase such
shares of Common Stock pursuant to employment agreements and optionee agreements
entered into in connection with the merger, and for such other grants that may
be made from time to time. On May 12, 2006, funds managed by affiliates of
Fortress Investment Group LLC, who collectively hold approximately 65% of our
common stock, executed a written consent approving the Plan Amendment, to become
effective upon consummation of the Merger. This consent constitutes the consent
of a majority of the total number of shares of our outstanding common stock and
was sufficient to approve the Plan Amendment.

In addition, the number of shares of Common Stock of the Company
available for delivery under the Plan is subject to an automatic annual increase
on the first day of each fiscal year of the Company commencing with the fiscal
year beginning on or about January 1, 2006 by a number of shares equal to the
lesser of (i) 400,000 shares of Common Stock or (ii) 2% of the number of
outstanding shares of Common Stock. This registration statement registers the
400,000 additional shares of Common Stock resulting from the automatic annual
increase for fiscal year 2006.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the SEC are incorporated
by reference in this registration statement:

(a) The Company's Annual Report on Form 10-K/A (Amendment No. 1) for
the fiscal year ended December 31, 2005;

(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2006;

(c) The Company's Current Reports on Form 8-K filed with the SEC on
January 13, 2006, February 8, 2006, February 13, 2006, March 20, 2006, April 13,
2006, May 1, 2006, and May 15, 2006;

(d) The Company's Definitive Proxy Statement on Schedule 14A filed with
the SEC on April 21, 2006; and

(e) The description of the Common Stock contained in the Registration
Statement on Form 8-A dated October 11, 2005, filed with the SEC by the Company
to register such securities under the Securities and Exchange Act of 1934, as
amended, including any amendment or report filed for the purpose of updating
such description.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered 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 part hereof from the date of filing of such
documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement, or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference in this registration statement, modifies or supersedes such prior
statement. Any statement contained in this registration statement shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document that is or is deemed to be incorporated by
reference in this registration statement modifies or supersedes such prior
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 8. Exhibits.

Exhibit No. Description
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5.1 Opinion of Deborah C. Paskin, Executive Vice President,
Secretary and General Counsel of Brookdale Senior Living Inc.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Deborah C. Paskin (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature pages hereto)

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 City of Chicago, State of Illinois, on June 14, 2006.

BROOKDALE SENIOR LIVING INC.

By: /s/ Mark J. Schulte
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Name: Mark J. Schulte
Title: Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned officers and directors of Brookdale Senior
Living Inc., a Delaware corporation, hereby constitutes and appoints Wesley R.
Edens, Mark J. Schulte, R. Stanley Young, and Deborah C. Paskin and each of
them, severally, as his or her attorney-in-fact and agent, with full power of
substitution and resubstitution, in his or her name and on his or her behalf, to
sign in any and all capacities this registration statement and any and all
amendments (including post-effective amendments) and exhibits to this
registration statement and any and all applications and other documents relating
thereto, with the Securities and Exchange Commission, with full power and
authority to perform and do any and all acts and things whatsoever which any
such attorney or substitute may deem necessary or advisable to be performed or
done in connection with any or all of the above-described matters, as fully as
each of the undersigned could do if personally present and acting, hereby
ratifying and approving all acts of any such attorney or substitute.

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.

Signature Title Date
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/s/ Wesley R. Edens Chairman of the Board June 14, 2006
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Wesley R. Edens

Chief Executive Officer
/s/ Mark J. Schulte (Principal executive officer) June 14, 2006
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Mark J. Schulte

Executive Vice President, Chief
Financial Officer, and Chief
Accounting Officer
(Principal financial officer)
/s/ R. Stanley Young (Principal accounting officer) June 14, 2006
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R. Stanley Young

/s/ William B. Doniger Director June 14, 2006
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William B. Doniger

/s/ Jackie M. Clegg Director June 14, 2006
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Jackie M. Clegg

/s/ Bradley E. Cooper Director June 14, 2006
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Bradley E. Cooper

/s/ Jeffrey G. Edwards Director June 14, 2006
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Jeffrey G. Edwards

/s/ Jeffrey R. Leeds Director June 14, 2006
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Jeffrey R. Leeds

/s/ Samuel Waxman Director June 14, 2006
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Samuel Waxman

EXHIBIT INDEX