8-K

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)  December 28, 2011

SONESTA INTERNATIONAL HOTELS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

New York

(State or Other Jurisdiction of Incorporation)

0-9032	13-5648107
(Commission File Number)	(IRS Employer Identification No.)
116 Huntington Avenue
Boston, Massachusetts	02116
(Address of Principal Executive Offices)	(Zip Code)

(617) 421-5400

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (see General Instruction A.2. below):

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))

Item 5.07 Submission of Matters to a Vote of Security Holders.

At a special meeting of stockholders of Sonesta International Hotels Corporation (“Sonesta”) held on December 28, 2011, the stockholders of Sonesta voted to adjourn the special meeting until 9:00 a.m., local time on, on Friday, December 30, 2011 at the corporate offices of Sonesta at 116 Huntington Avenue, Floor 9, Boston, Massachusetts, 02116.  The proposal to adjourn received the following votes from Sonesta stockholders.

FOR	AGAINST	ABSTAIN
2,487,333	241,243	801,073

At the special meeting of stockholders of Sonesta as adjourned until December 30, 2011, the stockholders of Sonesta adopted the Agreement and Plan of Merger, dated as of November 2, 2011, by and among Sonesta Acquisition Corp. (f/k/a Property Acquisition Corp.), PAC Merger Corp. and Sonesta (the “Merger Agreement”).  The Merger Agreement received the following votes from Sonesta stockholders.

FOR	AGAINST	ABSTAIN
2,506,400	726,049	297,200

Sonesta stockholders also adopted the non-binding, advisory vote on the compensation that may be received by Sonesta named executive officers in connection with the merger.  The non-binding, advisory vote on certain merger-related compensation received the following votes from Sonesta stockholders.

FOR	AGAINST	ABSTAIN
2,500,850	730,705	298,094

Item 8.01. Other Events.

On January 4, 2012 Sonesta issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated January 4, 2012 issued by Sonesta International Hotels Corporation.

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.

	SONESTA INTERNATIONAL HOTELS CORPORATION
Date: January 4, 2012	By:	/s/ Boy van Riel
		Name:  Boy van Riel
		Title:    Vice President and Treasurer
		(Authorized to sign on behalf  of the
		Registrant as Principal Financial Officer)

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated January 4, 2012 issued by Sonesta International Hotels Corporation.

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

SONESTA ANNOUNCES APPROVAL OF MERGER BY STOCKHOLDERS

BOSTON, MASSACHUSETTS (January 4, 2012) - Sonesta International Hotels Corporation (NASDAQ GLOBAL:  SNSTA) (“Sonesta”) announced today that, at a special meeting of stockholders held on December 30, 2011, the stockholders of Sonesta adopted the Agreement and Plan of Merger, dated as of November 2, 2011, by and among Sonesta Acquisition Corp. (“SAC”, formerly known as Property Acquisition Corp.), an affiliate of Hospitality Properties Trust (NYSE:  HPT),  PAC Merger Corp. and Sonesta (the “Merger Agreement”).  Upon completion of the merger pursuant to the Merger Agreement, the holders of Class A common stock of Sonesta will have the right to receive $31.00 per share, without interest and subject to applicable withholding.  Sonesta expects the closing to occur on or before January 31, 2012.

About Sonesta

Based in Boston, Sonesta International Hotels Corporation owns, operates and franchises upscale and upper upscale hotels, resorts and cruise ships in North America, South America, the Caribbean and the Middle East.  There are presently 33 “Sonesta”-flagged properties in Boston, Miami, New Orleans, Chile (3), Colombia (4), Ecuador, Peru (7), Sint Maarten (2), and Egypt (13).

Forward-Looking Statements

The statements made in this press release which are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements regarding the company’s expectations, the consummation of the merger, the filing of documents and information with the SEC, other future or anticipated matters regarding the transactions discussed in this release and the timing of such matters. Such forward-looking statements often contain or are prefaced by words such as “will” and “expect.” As a result of a number of factors, our actual results could differ materially from those set forth in the forward-looking statements. These risks, uncertainties and contingencies are discussed in more detail in Sonesta’s press releases and public periodic filings with the SEC, including the Annual Report on Form 10-K for the year ended December 31, 2010 and other filings with the SEC. Many of the factors that will determine Sonesta’s future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. Sonesta is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Contact:

Sonesta International Hotels Corporation

Boy van Riel, Vice President and Treasurer (617-421-5444)