As filed with the Securities and Exchange Commission on July 1, 2024

Registration No. 333-  

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SONIDA SENIOR LIVING, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		75-2678809
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
14755 Preston Road, Suite 810 Dallas, Texas		75254
(Address of Principal Executive Offices)		(Zip Code)

2019 OMNIBUS STOCK AND INCENTIVE PLAN FOR SONIDA SENIOR LIVING, INC.

(Full title of the plan)

 

David R. Brickman, Esq. Senior Vice President, General Counsel and Secretary Sonida Senior Living, Inc. 14755 Preston Road, Suite 810 Dallas, Texas 75254 (972) 770-5600		Copies to: Paul S. Conneely, Esq. Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201 (214) 855-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

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		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 Sonida Senior Living, Inc. (the “Company”) to register an additional 500,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), that may be issued under the 2019 Omnibus Stock and Incentive Plan for Sonida Senior Living, Inc., as amended (the “Plan”). These shares are in addition to the 500,000 shares of Common Stock that may be issued under the Plan pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-272869) (the “2023 Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on June 23, 2023, the 647,600 shares of Common Stock that may be issued under the Plan pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-260846) (the “2021 Registration Statement”) filed with the Commission on November 5, 2021, and the 150,000 shares of Common Stock that may be issued under the Plan pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-231622) (together with the 2023 Registration Statement and the 2021 Registration Statement, the “Prior Registration Statements”) filed with the Commission on May 20, 2019. Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, the contents of the Prior Registration Statements are incorporated by reference into this Registration Statement, except to the extent supplemented, amended and superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The following documents previously filed by the Company with the Commission are incorporated in this Registration Statement by reference:

 

1.

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 27, 2024;

 

2.

the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed with the Commission on May 10, 2024;

 

3.

the Company’s Current Reports on Form 8-K, filed with the Commission on June 7, 2024, June 3, 2024, May 13, 2024, April 1, 2024, March 27, 2024, March 22, 2024, and February 6, 2024 (except any information, including exhibits, furnished to the Commission pursuant Items 2.02 and 7.01); and

 

4.

the description of the Company’s common stock, par value $0.01 per share, contained in the section entitled “Description of Capital Stock” in the Company’s Registration Statement on Form S-1 (Registration No. 333-33379), filed with the Commission on August 12, 1997, including any amendment or report filed for the purpose of updating such description.

Any future filings the Company makes with the Commission under Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), following the date of this Registration Statement and 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 herein and to be a part hereof from the date of filing of such documents, other than information, including exhibits, furnished to the Commission pursuant to Items 2.02 or 7.01 of Form 8-K and which is not deemed filed under the Exchange Act and is not incorporated in this Registration Statement.

Item 8.

Exhibits.

 

Exhibit Number		Document Description
4.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-33379) filed with the Commission on September 8, 1997).
4.2		Amendment to the Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 15, 1999).
4.3		Second Amendment to the Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’sCurrent Report on Form 8-K filed with the Commission on December 14, 2020).
4.4		Third Amendment to the Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’sCurrent Report on Form 8-K filed with the Commission on November 4, 2021).
4.5		Fourth Amendment to the Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 10, 2021).
4.6		Fifth Amendment to the Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’sCurrent Report on Form 8-K filed with the Commission on June 16, 2023).
4.7		Sixth Amendment to the Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’sCurrent Report on Form 8-K filed Commission on March 22, 2024).
4.8		Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 8, 2013).
4.9		Amendment to the Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 10, 2021).
4.10		Second Amendment to the Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 27, 2024).
4.11		2019 Omnibus Stock and Incentive Plan for the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 15, 2019).
4.12		Amendment no. 1 to the 2019 Omnibus Stock and Incentive Plan for the Registrant (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 4, 2021).
4.13		Amendment no. 2 to the 2019 Omnibus Stock and Incentive Plan for the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 28, 2022).
4.14		Amendment no. 3 to the 2019 Omnibus Stock and Incentive Plan for the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 16, 2023).
4.15		Amendment no. 4 to the 2019 Omnibus Stock and Incentive Plan for the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 7, 2024).
4.16		Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock, par value $0.01, of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 4, 2021).
5.1*		Opinion of Norton Rose Fulbright US LLP
23.1*		Consent of RSM US LLP
23.2*		Consent of Norton Rose Fulbright US LLP (contained in Exhibit 5.1)
24.1*		Powers of attorney (included on the signature page hereto)
107*		Calculation of Filing Fee Table
*		Filed herewith

(Signatures appear on following page)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas, on July 1, 2024.

 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that each of the undersigned officers and directors of Sonida Senior Living, Inc. hereby constitutes and appoints Brandon M. Ribar, Kevin J. Detz and David R. Brickman, and each of them individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and on his or her behalf and in his or her name, place and stead, in any and all capacities, to sign, execute and file any or all amendments (including, without limitation, post-effective amendments) to this registration statement and any and all registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, with any and all exhibits thereto, and all other documents required to be filed therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he or she might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitutes or substitute, 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.

 

/s/ Brandon M. Ribar		President, Chief Executive Officer, and Director		July 1, 2024
Brandon M. Ribar		(Principal Executive Officer)
/s/ Kevin J. Detz		Executive Vice President and Chief Financial Officer		July 1, 2024
Kevin J. Detz		(Principal Financial and Accounting Officer)
/s/ David W. Johnson		Chairman of the Board		July 1, 2024
David W. Johnson
/s/ Noah R. Beren		Director		July 1, 2024
Noah R. Beren
/s/ Lilly H. Donohue		Director		July 1, 2024
Lilly H. Donohue
/s/ Robert T. Grove		Director		July 1, 2024
Robert T. Grove
/s/ Benjamin P. Harris		Director		July 1, 2024
Benjamin P. Harris
/s/ Jill M. Krueger		Director		July 1, 2024
Jill M. Krueger
/s/ Shmuel S.Z. Lieberman		Director		July 1, 2024
Shmuel S.Z. Lieberman
/s/ Elliot R. Zibel		Director		July 1, 2024
Elliot R. Zibel

Exhibit 5.1

 

July 1, 2024
Sonida Senior Living, Inc. 14755 Preston Road, Suite 810 Dallas, Texas 75254				Norton Rose Fulbright 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201-2784 United States   Tel +1 214 855 8000 Fax +1 214 855 8200 nortonrosefulbright.com

Ladies and Gentlemen:

We have acted as counsel for Sonida Senior Living, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), covering the registration of 500,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), that may hereafter be issued pursuant to the 2019 Omnibus Stock and Incentive Plan for the Company, as amended (the “Plan”).

In connection with the opinion expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of our opinion, including: (i) the Company’s Amended and Restated Certificate of Incorporation and all amendments thereto; (ii) the Company’s Second Amended and Restated Bylaws, as amended; (iii) the Plan; (iv) the Registration Statement; (v) the applicable minutes of meetings or consents in lieu of meetings of the Company’s board of directors (the “Board”) and stockholders; (vi) the report and oath of the Inspector of Election for the Annual Meeting of the Company’s Stockholders held on June 4, 2024; and (vii) certificates of officers of the Company with respect to certain facts material to the opinion contained herein.

For the purposes of expressing the opinion hereinafter set forth, we have assumed: (i) the genuineness of all signatures and documents examined by us, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to the originals of all documents submitted to us as copies, (iv) the correctness and accuracy of all facts set forth in the documents referred to in this opinion letter, and (v) compliance in the future with the terms of the Plan by the Company and its employees, officers, the Board and any committees appointed to administer the Plan.

Based on the foregoing and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that upon the issuance of Shares in accordance with the terms and conditions of the Plan, including receipt prior to issuance by the Company of the full consideration for the Shares (which consideration shall be at least equal to the par value thereof), the Shares will be validly issued, fully paid and nonassessable.

Our opinion herein is limited in all respects to the General Corporation Law of the State of Delaware, which includes those statutory provisions as well as all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, and the federal laws of the United States of America, and we do not express any opinion as to the applicability of or the effect thereon of the laws of any other jurisdiction. We express no opinion as to any matter other than as set forth herein, and no opinion may be inferred or implied herefrom.

 

 

Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.

Sonida Senior Living, Inc.
July 1, 2024
Page 2

 

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

 

Very truly yours,

/s/ Norton Rose Fulbright US LLP

NORTON ROSE FULBRIGHT US LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Sonida Senior Living, Inc. of our report dated March 27, 2024, relating to the consolidated financial statements of Sonida Senior Living, Inc., appearing in the Annual Report on Form 10-K of Sonida Senior Living, Inc. for the year ended December 31, 2023.

 

/s/ RSM US LLP

Dallas, Texas

June 28, 2024

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Sonida Senior Living, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered (1)

Proposed Maximum Offering Price Per Unit (2)

Maximum Offering Price (2)

Fee Rate

Amount of Registration Fee

Equity

Common Stock, par value $0.01 per share

457(c) and 457(h)

500,000

$24.41

$12,205,000

0.00014760

$1,801.46

Total Offering Amounts

$12,205,000

$1,801.46

Total Fee Offsets

—

Net Fee Due

$1,801.46

 

(1)

Represents the aggregate number of additional shares of Sonida Senior Living, Inc.’s common stock that may be issued under the 2019 Omnibus Stock and Incentive Plan for Sonida Senior Living, Inc., as amended. Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares that may become issuable to prevent dilution in the event of stock splits, stock dividends or similar transactions, as required under the above-referenced Plan.

 

(2)

Estimated pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low sales prices per share of Sonida Senior Living, Inc.’s common stock, as reported by the New York Stock Exchange on June 25, 2024.