fivestar_424b7.htm
As
Filed Pursuant to Rule 424(b)(7)
Registration
No. 333-138930
PROSPECTUS
SUPPLEMENT NO. 9
(To
Prospectus dated February 14, 2007)
Five
Star Quality Care, Inc.
$126,500,000
Aggregate Principal Amount of
3.75%
Convertible Senior Notes due 2026
and
Shares
of Common Stock
Issuable
Upon Conversion of the Notes
This prospectus supplement supplements
information contained in the prospectus dated February 14, 2007 covering resales
by selling securityholders of our 3.75% Convertible Senior Notes due 2026, or
the notes, and shares of our common stock, or common shares, issuable upon
conversion of the notes. This prospectus supplement is not complete
without, and may not be delivered or utilized except in combination with, the
prospectus, including any amendments or supplements
thereto. This prospectus supplement is incorporated by
reference into the prospectus and should be read in conjunction with the
prospectus. The terms of the notes and the common shares are set
forth in the prospectus.
Investing in the notes and the common
shares into which the notes are convertible involves risks. See “Risk
Factors” beginning on page 5 of the prospectus and the “Risk Factors” section of
our Annual Report on Form 10-K for the year ended December 31, 2006, which is
incorporated herein by reference.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement is truthful and
complete. Any representation to the contrary is a criminal
offense.
The date
of this prospectus supplement is February 11, 2008.
Selling
Securityholders
The following information supplements
and updates the table of selling securityholders contained on pages 65 through
71 of the prospectus, as such table has been previously supplemented and updated
by previous prospectus supplements. Where the name of a selling
securityholder identified in the table below also appears in the table in the
prospectus, or an earlier prospectus supplement, the information set forth in
the table below regarding that selling securityholder supersedes and replaces
the information regarding such selling securityholder in the prospectus or such
earlier prospectus supplement.
The information below, which has been
prepared based on information furnished to us by or on behalf of the selling
securityholders named therein, sets forth the name of each selling
securityholder, the principal amount of notes that each selling securityholder
owns and may offer pursuant to the prospectus, as amended or supplemented, and
the number of common shares into which those notes are convertible. Unless
set forth below, to our knowledge, none of the selling securityholders has, or
within the past three years has had, any material relationship with us or any of
our predecessors or affiliates or beneficially owns in excess of 1% of our
outstanding common shares.
We have prepared the table below based
on information received from the selling securityholders on or prior to February
11, 2008. However, any or all of the notes or common shares listed below
may be offered for sale pursuant to the prospectus by the selling
securityholders from time to time. Accordingly, no estimate can be
given as to the amounts of notes or number of common shares that will be held by
the selling securityholders upon consummation of any sales. In addition,
the selling securityholders listed in the table below may have acquired, sold or
transferred, in transactions exempt from the registration requirements of the
Securities Act of 1933, as amended, some or all of their notes since the date as
of which the information in the table is presented.
Information about the selling
securityholders may change over time, and we may not be made aware of changes in
the ownership of our notes. Any changed information that is provided
to us by selling securityholders will be set forth in additional prospectus
supplements to the prospectus.
Name
|
Principal
Amount
of
Notes
Beneficially
Owned
Prior
to the
Offering
|
Principal
Amount
of
Notes
Being
Offered
Hereby
|
Principal
Amount
(and
Percentage)
of
Notes to
be
Owned
After
Completion
of
the
Offering(1)
|
Number
of
Common
Shares
Beneficially
Owned
Prior
to the
Offering
|
Number
of
Common
Shares
Being
Offered
Hereby(2)
|
Number
of
Common
Shares
to be
Owned
After
Completion
of
the
Offering
|
Percentage
of
Common
Shares
Outstanding(1)
|
Topaz
Fund (3)
|
$5,000,000
|
$5,000,000
|
0
|
0
|
384,615
|
0
|
0
|
(1)
|
Assumes
the sale of all securities offered hereby (and only the securities offered
hereby) on behalf of each holder by each such
holder.
|
(2)
|
Represents
common shares issuable upon conversion of our 3.75% Convertible Senior
Notes due 2026 at an initial conversion rate of 76.9231 common shares per
$1,000 principal amount of notes (subject to adjustment under certain
circumstances).
|
(3)
|
Robert
Marx has voting and investment control of the securities offered
hereby.
|