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
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04-3516029
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(Commission
File Number)
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(IRS
Employer Identification No.)
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400
Centre Street, Newton, Massachusetts
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02458
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(Address of
Principal Executive Offices)
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(Zip
Code)
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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.
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FIVE STAR
QUALITY CARE, INC.
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By: /s/ Bruce
J. Mackey, Jr.
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Name: Bruce
J. Mackey, Jr.
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Title:
President and Chief Executive Officer
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Dated: December
1, 2008