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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) January 22, 2009
Capital Senior Living Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-13445
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75-2678809 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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14160 Dallas Parkway |
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Suite 300 |
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Dallas Texas
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75254 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(972) 770-5600
(Registrants Telephone Number, Including Area Code)
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 8.01 Other Events
On January 22, 2009, Capital Senior Living Corporation (the Company) announced that its
Board of Directors has authorized a stock repurchase program pursuant to which the Company intends
to repurchase up to $10 million of its common stock. The timing and extent of any repurchases will
depend on market conditions and other corporate considerations. The Company anticipates that it
will finance the repurchase program with available cash.
On January 22, 2009, the Company issued a press release announcing the stock repurchase
program. The full text of the press release issued in connection with the announcement is attached
hereto as Exhibit No. 99.1. This information being furnished under this Item 8.01 and Exhibit 99.1
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing. The press release contains, and may implicate, forward-looking
statements regarding the Company and includes cautionary statements identifying important factors
that could cause actual results to differ materially from those anticipated. Forward-looking
statements are made based upon managements expectations and belief concerning future developments
and their potential effect upon the Company. There can be no assurance that future developments
will be in accordance with managements expectations or that the effect of future developments on
the Company will be those anticipated by management. For additional information about risks and
uncertainties that could adversely affect the Companys forward-looking statements, please refer to
the Companys filings with the Securities and Exchange Commission, including its Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 2008.
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Item 9.01 |
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Financial Statements and Exhibits. |
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(a) |
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Not applicable. |
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(b) |
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Not applicable. |
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(c) |
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Not applicable. |
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(d) |
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Exhibits. |
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99.1 |
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Press Release dated January 22, 2009. |
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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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Date: January 22, 2009 |
Capital Senior Living Corporation
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By: |
/s/
David R. Brickman
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Name: |
David R. Brickman |
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Title: |
Vice President and General Counsel |
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EXHIBIT INDEX
The following exhibits to this current report on Form 8-K are being filed pursuant to Item
8.01:
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99.1 |
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Press Release dated January 22, 2009. |
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