Registration No. 333-________
_________________
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
| Extendicare Inc. |
| (Exact name of registrant as specified in its charter) |
| Canada | Not Applicable |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| 3000 Steeles Avenue East, Suite 700 |
| Markham, Ontario, Canada |
| L3R 9W2 |
| (Address of principal executive offices) |
Extendicare Inc. Amended and Restated |
| Stock Option and Tandem SAR Plan |
| (Full title of the plan) |
_________________
| Copy to: | |
Extendicare Health Services, Inc. |
Russell E. Ryba |
| 111 West Michigan Street | Foley & Lardner LLP |
| Milwaukee, Wisconsin, U.S.A. 53203 | 777 East Wisconsin Avenue |
| (414) 908-8000 | Milwaukee, Wisconsin 53202-5306 |
| (Name, address and telephone number, | (414) 271-2400 |
| including area code, of agent for service) |
_________________
| CALCULATION OF REGISTRATION FEE | ||||
| Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share (1) |
Proposed Maximum Aggregate Offering Price (1) |
Amount of Registration Fee |
| Subordinate Voting Shares, | 3,769,400 shares | $20.57 | $77,536,558 | $8,296.42 |
| no par value | ||||
| (1) | Estimated pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based on the average of the high and low prices for Extendicare Inc.‘s Subordinated Voting Shares as reported on the New York Stock Exchange on March 27, 2006. |
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the Prospectus referred to herein also relates to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-5504).
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The purpose of this Registration Statement is to register 3,769,400 additional Subordinated Voting Shares, no par value, of Extendicare Inc. in connection with the Extendicare Inc. Amended and Restated Stock Option and Tandem SAR Plan.
Pursuant to General Instruction E of Form S-8, the contents of the Extendicare Inc.‘s Registration Statement on Form S-8 (Registration No. 333-5504), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement.
Item 8. Exhibits.
The exhibits filed herewith or incorporated herein by reference are set forth in the attached Exhibit Index.
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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Markham, Province of Ontario, Canada, on March 31, 2006.
| EXTENDICARE INC. | |
| By: /s/ Richard L. Bertrand | |
| Richard L. Bertrand | |
| Senior Vice-President and | |
| Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Mel Rhinelander and Richard L. Bertrand, and each of them individually, his or her attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Signature | Title | Date |
/s/ Mel Rhinelander |
President, Chief Executive Officer and Director | March 31, 2006 |
| Mel Rhinelander | (Principal Executive Officer) | |
/s/ Richard L. Bertrand |
Senior Vice-President and Chief Financial | March 31, 2006 |
| Richard L. Bertrand | Officer (Principal Financial Officer and | |
| Principal Accounting Officer) | ||
/s/ Jillian E. Fountain |
Corporate Secretary | March 31, 2006 |
| Jillian E. Fountain | ||
/s/ David J. Hennigar |
Chairman and Director | March 31, 2006 |
| David J. Hennigar | ||
/s/ H. Michael Burns |
Deputy Chairman and Director | March 31, 2006 |
| H. Michael Burns | ||
/s/ Frederick B. Ladly |
Deputy Chairman and Director | March 31, 2006 |
| Frederick B. Ladly |
S-1
| Signature | Title | Date |
/s/ Derek H. L. Buntain |
Director | March 31, 2006 |
| Derek H. L. Buntain | ||
/s/ Sir Graham Day |
Director | March 31, 2006 |
| Sir Graham Day | ||
/s/ David M. Dunlap |
Director | March 31, 2006 |
| David M. Dunlap | ||
/s/ George A. Fierheller |
Director | March 31, 2006 |
| George A. Fierheller | ||
/s/ Dr. Seth B. Goldsmith |
Director | March 31, 2006 |
| Dr. Seth B. Goldsmith | ||
/s/ Senator Michael J. L. Kirby |
Director | March 31, 2006 |
| Senator Michael J. L. Kirby | ||
/s/ Alvin G. Libin |
Director | March 31, 2006 |
| Alvin G. Libin | ||
/s/ J. Thomas MacQuarrie, QC |
Director | March 31, 2006 |
| J. Thomas MacQuarrie, QC | ||
/s/ Malen S. Y. Ng |
Director | March 31, 2006 |
| Malen S. Y. Ng | ||
/s/ Dr. Charles H. Roadman II |
Director | March 31, 2006 |
| Dr. Charles H. Roadman II |
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the Authorized Representative has duly caused this Registration Statement to be signed on its behalf by the undersigned, solely in its capacity as the duly authorized representative of Extendicare Inc., in the United States, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on March 31, 2006.
| EXTENDICARE HEALTH SERVICES, INC. | |
| (Authorized Representative) | |
| By: /s/ Mel Rhinelander | |
| Mel Rhinelander | |
| Chairman and Chief Executive Officer |
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| Exhibit | |
| Number | Exhibit Description |
| (4) | Extendicare Inc. Amended and Restated Stock Option and Tandem SAR Plan, as amended and restated effective as of December 15, 2005. |
| (5) | Opinion of Fasken Martineau DuMoulin LLP as to the legality of the securities being registered. |
| (23.1) | Consent of KPMG LLP. |
| (23.2) | Consent of Fasken Martineau DuMoulin LLP (contained in Exhibit 5 hereto). |
| (24) | Power of Attorney (contained in the signature pages hereto). |
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