-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T14WRYRzabMEXNGgnsjOmmnDcsl9S4YZen4QCgNTpimVYO4Rq/W0ouXXbCW+g1EA UewJY5TgdBUqgC2dGWY+9w== 0001193125-05-134375.txt : 20050629 0001193125-05-134375.hdr.sgml : 20050629 20050629132057 ACCESSION NUMBER: 0001193125-05-134375 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050624 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sunstone Hotel Investors, Inc. CENTRAL INDEX KEY: 0001295810 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 201296886 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32319 FILM NUMBER: 05923595 BUSINESS ADDRESS: STREET 1: 903 CALLE AMANECER, SUITE 100 CITY: SAN CLEMENTE STATE: CA ZIP: 92673 BUSINESS PHONE: 949-369-4000 MAIL ADDRESS: STREET 1: 903 CALLE AMANECER, SUITE 100 CITY: SAN CLEMENTE STATE: CA ZIP: 92673 8-K 1 d8k.htm FORM 8-K FOR SUNSTONE HOTEL INVESTORS INC. Form 8-K for Sunstone Hotel Investors Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 24, 2005

 

Sunstone Hotel Investors, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland   001-32319   20-1296886

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

903 Calle Amanecer, Suite 100

San Clemente, California

   92673
(Address of Principal Executive Office)   (Zip Code)

 

(949) 369-4000

(Registrant’s telephone number, including area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.

 

Pursuant to rights granted to Security Capital Preferred Growth Incorporated (“Security Capital”) in the Series C Cumulative Convertible Redeemable Preferred Stock Purchase Agreement among Sunstone Hotel Investors, Inc. (“Sunstone”), Sunstone Hotel Partnership, LLC and Security Capital dated as of April 27, 2005 and pursuant to Amendment No. 1 to the Purchase Agreement, dated as of June 24, 2005, Sunstone agreed to sell Security Capital 300,000 shares of common stock at a purchase price of $22.347 per share. The aggregate purchase price for these shares was $6,704,100. The closing of the sale of these shares took place on June 28, 2005. These shares are covered by a registration rights agreement Sunstone entered into with Security Capital granting it the right to cause Sunstone to register these shares.

 

The sale of the shares of common stock to Security Capital is exempt from registration under the Securities Act of 1933 (as amended, the “Securities Act”) pursuant to Section 4(2) thereof and Rule 506 promulgated thereunder, as there was no public offering of the securities.

 

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SIGNATURE

 

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.

 

        Sunstone Hotel Investors, Inc.

Date: June 28, 2005

       By:   /s/ JON D. KLINE
               

Jon D. Kline

Executive Vice President and

Chief Financial Officer

 

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