form8-k.htm
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported)
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June
11, 2008 (June 5, 2008)
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Brookdale
Senior Living Inc.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-32641
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20-3068069
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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111
Westwood Place, Suite 200, Brentwood, Tennessee
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37027
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(615)
221-2250
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(Former
name or former address, if changed since last report.)
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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):
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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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Section
5 — Corporate Governance and Management
Item
5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e) At
the 2008 annual meeting of stockholders of Brookdale Senior Living Inc. (the
“Company”) held on June 5, 2008, the Company’s stockholders approved the
Brookdale Senior Living Inc. Associate Stock Purchase Plan (the “Stock Purchase
Plan”). The Stock Purchase Plan will become effective on October 1,
2008.
The Stock Purchase Plan provides
eligible employees of the Company and its subsidiaries the opportunity to
purchase shares of the Company’s common stock on a quarterly basis at a
discounted price through accumulated payroll deductions. The purpose of the
Stock Purchase Plan is to provide an incentive for eligible employees to become
stockholders. The Stock Purchase Plan is intended to qualify for favorable
tax treatment under Section 423 of the Internal Revenue Code.
The following is a brief summary of
certain provisions of the Stock Purchase Plan. This summary does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Stock Purchase Plan filed as Exhibit 10.1 hereto, which is
incorporated herein by reference.
Participation, Awards Under the
Stock Purchase Plan. Pursuant to the Stock Purchase Plan, all employees
of the Company or any of its subsidiaries who have been employed by the Company
for at least six months, except those that customarily work 20 hours per week or
less and those that customarily work less than five months in any calendar year,
are eligible to participate in the Stock Purchase Plan. Any employee who owns
more than five percent (5%) of the Company’s common stock, however, is not
eligible to participate in the Stock Purchase Plan.
Participating in the Stock Purchase
Plan is voluntary, and eligible employees may enroll by specifying the amount of
compensation to be deducted during each payroll period for the purchase of
shares of common stock. The Stock Purchase Plan will operate on the basis of
successive periods of three (3) months (i) commencing on July 1 and ending on
September 30; (ii) commencing on October 1 and ending on December 31; (iii)
commencing on January 1 and ending on March 31; and (iv) commencing on April 1
and ending on June 30. Each of these three month periods is hereafter referred
to as an “Option Period”.
Under the terms of the Stock Purchase
Plan, each eligible employee may elect to deduct from his or her compensation
not less than $10.00 and up to 15% of his or her base pay for each Option
Period. The dollar amount deducted is credited to the participant’s Contribution
Account (as defined in the Stock Purchase Plan). On the Exercise Date, which is
the last trading date of each Option Period, the amount deducted from each
participant’s salary over the course of the Option Period will be used to
purchase shares of the Company’s common stock at a purchase price (the “Exercise
Price”) equal to 90% of the closing market price of the shares of common stock
on the New York Stock Exchange on the Exercise Date. On each Exercise Date, all
options shall be automatically exercised, except for the options of persons
whose employment has
terminated
or who have withdrawn all contributions. If the total number of shares of common
stock to be purchased by all participants on an Exercise Date exceeds the number
of shares of common stock remaining authorized for issuance under the Stock
Purchase Plan, a pro-rata allocation of the shares of common stock available for
issuance will be made among the electing participants in proportion to their
respective Contribution Account balances on the Exercise Date.
Options granted under the Stock
Purchase Plan are subject to the following limitations: (i) subject to certain
adjustments, the maximum number of shares of the Company’s common stock which
may be purchased by any participant on an Exercise Date shall be 200 shares;
(ii) no participant is allowed to purchase, during any calendar year, stock
under the Stock Purchase Plan having a market value in excess of $25,000, as
determined on the Grant Date; (iii) no option may be granted to a participant
who would own 5% or more of the common stock of the Company; and (iv) no
participant may assign, transfer or otherwise alienate any options granted to
him, except by will or the laws of descent and distribution, and such option
must be exercised during the participant’s lifetime only by him.
To be eligible for or to change the
amount of withholding for an Option Period, a participant must have completed an
enrollment form specifying the amount to be withheld at least 15 days prior to
the commencement of an Option Period. A participant may elect to withdraw from
the Stock Purchase Plan and to withdraw the balance of the participant’s
Contribution Account by notifying the Company in writing at any time during the
Option Period prior to the Exercise Date, provided that the withdrawal request
cannot be made during the periods from March 22 through March 31, June 21
through June 30, September 21 through September 30 and December 22 through
December 31. If a participant fails to timely notify the Company of his or her
intent to withdraw, the participant’s contributions during such Option Period
will be used to purchase shares on the Exercise Date for the benefit of the
participant.
Upon termination of employment as a
result of death, disability or retirement (at or after age 65) during an Option
Period, no further contributions will be made to a participant’s Contribution
Account. In such an event, the participant or his or her legal representative
may elect to withdraw the balance of the participant’s Contribution Account by
notifying the Company in writing prior to the Exercise Date in the Option
Period; provided that the withdrawal request cannot be made during the periods
from March 22 through March 31, June 21 through June 30, September 21 through
September 30 and December 22 through December 31. If no such request is timely
made, the balance will be used to purchase shares of common stock on the
succeeding Exercise Date. In the event of a termination of a participant’s
employment for a reason other than death, disability or retirement during an
Option Period, no further contributions will be made and the remaining balance
will be paid in cash to the former employee.
Amendment and Termination.
The Board of Directors may at any time amend the Stock Purchase Plan in any
respect, including termination of the Stock Purchase Plan, without notice to
participants. If the Stock Purchase Plan is terminated, all options to purchase
stock outstanding at the termination date shall become null and void and the
balance in each participant’s Contribution Account shall be paid to that
participant, without interest. Without the approval of
the
stockholders of the Company, however, the Stock Purchase Plan may not be amended
to increase the number of shares reserved under the Stock Purchase Plan (except
pursuant to certain changes in the capital structure of the
Company).
Number of Shares Reserved Under
Stock Purchase Plan. The Company has initially reserved 1,000,000 shares
of common stock for issuance under the Stock Purchase Plan. The aggregate number
of shares of common stock reserved under the Stock Purchase Plan and the
calculation of the Exercise Price shall be adjusted by the Plan Administrator
(subject to direction by the Board of Directors) in an equitable and
proportionate manner to reflect changes in the capitalization of the Company,
including, but not limited to, such changes as result from merger,
consolidation, reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split, combination of shares, exchange of shares
and change in corporate structure. If any such adjustment would create a
fractional share of common stock or a right to acquire a fractional share of
common stock, such fractional share shall be disregarded. In
addition, the number of shares of stock reserved for issuance under the Stock
Purchase Plan will automatically increase by 200,000 shares on the first day of
each calendar year beginning January 1, 2010.
Rights as a Stockholder. At the time funds are
used to purchase common stock under the Stock Purchase Plan, a participant shall
have all the rights and privileges of a stockholder of the Company with respect
to whole shares purchased under the Stock Purchase Plan, whether or not
certificates representing such shares have been issued.
Section
9 — Financial Statements and Exhibits
Item
9.01 Financial Statements and
Exhibits.
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(d)
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Exhibits
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10.1
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Brookdale
Senior Living Inc. Associate Stock Purchase
Plan
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SIGNATURE
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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BROOKDALE
SENIOR LIVING INC.
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Date:
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June
11, 2008
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By:
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/s/
T. Andrew Smith
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Name:
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T.
Andrew Smith
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Title:
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Executive
Vice President, General Counsel and
Secretary
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EXHIBIT
INDEX
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Exhibit
No.
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Exhibit
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10.1
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Brookdale
Senior Living Inc. Associate Stock Purchase
Plan
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