fs_8k.htm

 
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): December 1, 2008 (November 24, 2008)
 
FIVE STAR QUALITY CARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Maryland
(State or Other Jurisdiction of Incorporation)

 1-16817
  
04-3516029
(Commission File Number)
  
(IRS Employer Identification No.)
     
400 Centre Street, Newton, Massachusetts
  
02458
(Address of Principal Executive Offices)
  
(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))
 
 
 


 
 
 


 
Item 3.02  Unregistered Sales of Equity Securities

On November 24, 2008, pursuant to our 2001 Stock Option and Stock Incentive Plan, we granted to certain employees and others who provide services to us an aggregate of 358,600 shares of common stock, par value $0.01 per share, valued at $1.10 per share (the closing price of our common shares on the NYSE Alternext US on that day).  We made these grants pursuant to an exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended.
 
 
 
 
 
 
 
 
 
 

 
 
 


 
 
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.

 
FIVE STAR QUALITY CARE, INC.
   
 
By: /s/ Bruce J. Mackey, Jr.   
 
Name: Bruce J. Mackey, Jr.
 
Title:    President and Chief Executive Officer
   

Dated:  December 1, 2008