UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 30, 2019
FIVE STAR SENIOR LIVING INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
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001-16817 |
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04-3516029 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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400 Centre Street, Newton, Massachusetts |
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02458 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
617-796-8387
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Trading Symbol |
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Name of each Exchange on which |
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Common Stock |
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FVE |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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 13(a) of the Exchange Act. o
In this Current Report on Form 8-K, the terms “we,” “us” and “our” refer to Five Star Senior Living Inc.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 30, 2019, we effected a reverse stock split of our shares of common stock, par value $.01 per share, or the Reverse Stock Split, pursuant to Articles of Amendment to our charter which we filed and which were effective that day at 4:01 p.m., or the Stock Split Time, in order to regain compliance with the minimum $1.00 bid price per share requirement of The Nasdaq Stock Market LLC’s, or Nasdaq, Marketplace Rule 5550(a)(2). Pursuant to the Reverse Stock Split, every ten of our shares of common stock, par value $.01 per share, issued and outstanding as of the Stock Split Time were converted and reclassified into one share of our common stock, par value $.10 per share, subject to the receipt of cash in lieu of fractional shares. Pursuant to additional Articles of Amendment to our charter which we filed and which were effective at 4:15 p.m. on September 30, 2019, we changed the par value of our shares of common stock from $.10 per share back to $.01 per share. The new CUSIP number for our common stock is 33832D 205.
The Reverse Stock Split affected all record holders of our shares of common stock uniformly and did not affect any record shareholder’s percentage ownership interest in us, subject to the receipt of cash in lieu of fractional shares. The Reverse Stock Split reduced the number of our issued and outstanding shares of common shares of common stock from approximately 50.83 million to approximately 5.082 million.
The foregoing description of the Articles of Amendment to our charter does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the copies of the Articles of Amendment, which are attached hereto as Exhibits 3.1 and 3.2, each of which is incorporated herein by reference.
Warning Concerning Forward-Looking Statements
This Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever we use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking statements as a result of various factors. For example, we expect that the Reverse Stock Split will cause us to regain compliance with the minimum $1.00 bid price per share requirement of Nasdaq’s Marketplace Rule 5550(a)(2). However, the benefits that we expect to achieve from the Reverse Stock Split may not be realized, including our regaining compliance with Nasdaq listing standards; if we fail to regain and thereafter maintain compliance with Nasdaq listing standards, Nasdaq may initiate proceedings to delist our common stock.
The information contained in our filings with the Securities and Exchange Commission, or SEC, including under “Risk Factors” in our periodic reports, or incorporated therein, identifies other important factors that could cause our actual results to differ materially from those stated or implied by our forward-looking statements. Our filings with the SEC are available on the SEC’s website at www.sec.gov.
You should not place undue reliance upon forward-looking statements.
Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FIVE STAR SENIOR LIVING INC. | |
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By: |
/s/ Jeffrey C. Leer |
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Name: |
Jeffrey C. Leer |
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Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
Dated: September 30, 2019
ARTICLES OF AMENDMENT
OF
FIVE STAR SENIOR LIVING INC.
Five Star Senior Living Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST: At the Effective Time, the Articles of Amendment and Restatement dated December 5, 2001, as amended to date (the “Articles”), shall be amended to provide that every ten (10) shares of common stock, $.01 par value per share (the “Common Stock”), issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable issued and outstanding share of Common Stock, $.10 par value per share, without any further action by the Company or any holder thereof (the “Reverse Split”). No fractional shares shall be issued in connection with the Reverse Split. Stockholders of the Company who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) in lieu of such fractional share interests.
SECOND: The amendment to the Articles as set forth above has been duly approved by the board of directors of the Company as required by Section 2-309(e)(2) of the Maryland General Corporation Law (“MGCL”). Pursuant to Section 2-309(e)(2) of the MGCL, no stockholder approval was required.
THIRD: The amendments to the Articles as set forth above shall take effect on September 30, 2019 at 4:01 p.m. Eastern Time (the “Effective Time”).
FOURTH: Each undersigned officer of the Company acknowledges these Articles of Amendment to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under penalties of perjury.
[signature page follows]
IN WITNESS WHEREOF, these Articles of Amendment are hereby executed, as of September 30, 2019, in the name of and on behalf of the Company by its Executive Vice President, Chief Financial Officer and Treasurer and attested by its Senior Vice President, General Counsel and Assistant Secretary.
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ATTEST: |
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FIVE STAR SENIOR LIVING INC. | |
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/s/ Lisa J. Cooney |
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By: |
/s/ Jeffrey C. Leer |
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Name: Lisa J. Cooney |
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Name: Jeffrey C. Leer | |
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Title: Senior Vice President, General |
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Title: Executive Vice President, Chief Financial | |
ARTICLES OF AMENDMENT
OF
FIVE STAR SENIOR LIVING INC.
Five Star Senior Living Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST: At the Effective Time, the Articles of Amendment and Restatement dated December 5, 2001, as amended to date (the “Articles”), shall be amended to change the par value of the issued and outstanding common stock of the Company from $.10 per share to $.01 per share.
SECOND: The amendment to the Articles as set forth above have been duly approved by the board of directors of the Company as required by Section 2-605(a)(2) of the Maryland General Corporation Law (“MGCL”). Pursuant to Section 2-605(a)(2) of the MGCL, no stockholder approval was required.
THIRD: The amendments to the Articles as set forth above shall take effect on September 30, 2019 at 4:15 p.m. Eastern Time (the “Effective Time”).
FOURTH: Each undersigned officer of the Company acknowledges these Articles of Amendment to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under penalties of perjury.
[signature page follows]
IN WITNESS WHEREOF, these Articles of Amendment are hereby executed, as of September 30, 2019, in the name of and on behalf of the Company by its Executive Vice President, Chief Financial Officer and Treasurer and attested by its Senior Vice President, General Counsel and Assistant Secretary.
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ATTEST: |
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FIVE STAR SENIOR LIVING INC. | |
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/s/ Lisa J. Cooney |
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By: |
/s/ Jeffrey C. Leer |
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Name: Lisa J. Cooney |
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Name: Jeffrey C. Leer | |
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Title: Senior Vice President, General |
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Title: Executive Vice President, Chief Financial | |