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)
February 12, 2008
FORESTAR REAL ESTATE GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33662
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26-1336998 |
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(State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
of Incorporation)
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Identification No.) |
1300 MoPac Expressway South, Suite 3S
Austin, Texas 78746
(Address of Principal Executive Offices including Zip Code)
(512) 433-5200
(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))
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On February 12, 2008, the Board of Directors of Forestar Real Estate Group Inc. (the “Company”)
appointed Michael E. Dougherty as a director of the Company. Mr. Dougherty was appointed to the
Nominating and Governance Committee of the Board of Directors of the Company. For a description of
the terms of director compensation and agreements the Company enters into with its directors, see
the description set forth in the section entitled “Management — Director Compensation” in the
Information Statement filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 14, 2007. In addition, on February 12, 2008,
the Company granted to Mr. Dougherty, along with the other directors, a stock option to acquire
20,000 shares of Company common stock, with an exercise price equal to the closing price per share
on the date of grant as reported on the New York Stock Exchange and which vests as follows: 6,500
shares on the first anniversary of the date of grant, 6,500 shares on the second anniversary of the
date of grant, and 7,000 shares on the third anniversary of the date of grant.
(e) On February 12, 2008, the Management Development and Executive Compensation Committee of the Board of Directors of the Company
approved the forms of nonqualified stock option agreement, restricted stock agreement, and
restricted stock units agreement for equity awards granted pursuant to the Company’s 2007 Stock
Incentive Plan. Such forms are attached as Exhibits 10.1, 10.2 and 10.3, respectively, and are
incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On February 12, 2008, the Board of Directors of the Company approved an amendment to the
Amended and Restated Bylaws of the Company to change the Company’s fiscal year. Starting in fiscal
year 2008, the Company elected to change its fiscal year from a 52/53-week fiscal year ending on
the Saturday closest to December 31 to a calendar year. As a result of this change, and pursuant
to Rule 13a-10 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company
will file in respect of the fiscal year ending December 31, 2008 an annual report on Form 10-K that
will cover the last two days of calendar year 2007 (December 30 and 31, 2007) in addition to the
calendar year 2008. Pursuant to Rule 13a-10 of the Exchange Act, the Company will not be filing a
separate transition report or separate financial information for the two day period of December 30
and 31, 2007. The amendment is attached as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description of Exhibit |
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3.1
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First Amendment to Amended and Restated Bylaws of Forestar Real Estate Group Inc. |
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10.1
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Form of Nonqualified Stock Option Agreement |
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10.2
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Form of Restricted Stock Agreement |
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10.3
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Form of Restricted Stock Units Agreement |