8-K: Current report filing
Published on November 16, 2005
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): November 15, 2005
OMEGA
HEALTHCARE INVESTORS, INC.
(Exact
name of registrant as specified in charter)
|
Maryland
|
1-11316
|
38-3041398
|
|
(State
of incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
9690
Deereco Road
Suite
1000
Timonium,
Maryland 21093
(Address
of principal executive offices / Zip Code)
(410) 427-1700
(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:
Written
communications pursuant to Rule 425 under the Securities Act.
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act.
Pre-commencement
communications pursuant to Rule 14d—2(b) under the Exchange Act.
Pre-commencement
communications pursuant to Rule 13e—4(c) under the Exchange Act.
Item
1.01. Entry
Into a Material Definitive Agreement
On
November 15, 2005, Omega Healthcare Investors, Inc. (“Omega”) entered into an
Underwriting Agreement (the “Underwriting Agreement”), with
UBS
Securities LLC, Banc of America Securities LLC, Deutsche Bank Securities Inc.
and Legg Mason Wood Walker,
Incorporated (collectively, the “Underwriters”), providing
for the offer and sale by Omega of
4,500,000 shares of common stock, par value $.10 per share (the “Common
Stock”),
plus an option granted to the Underwriters to purchase an additional
675,000
shares of Common Stock to cover over-allotments, if any, at a public offering
price of $11.80 per share, less underwriting discounts.
The
offering of the Common Stock was made pursuant to a shelf registration statement
filed by Omega with the Securities and Exchange Commission (“SEC”) on Form S-3
(Registration No. 333-117655) on July 26, 2004 and amended on August 25, 2004,
under the Securities Act of 1933, as amended (“Securities Act”), including a
related prospectus as supplemented by a Preliminary Prospectus Supplement dated
December 6, 2004 and Prospectus Supplement dated December 10, 2004, which Omega
filed with the SEC pursuant to Rule 424(b)(5)
under
the Securities Act.
This
description of the Underwriting Agreement is qualified in its entirety by
reference to the full text of the Underwriting Agreement attached as Exhibit
1.1
hereto and incorporated herein by reference.
Item
8.01. Other
Events.
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits.
Exhibit
Number Description
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1.1
|
|
Underwriting
Agreement, dated November 15, 2005, by and between Omega Healthcare
Investors, Inc., UBS
Securities LLC, Banc of America Securities LLC, Deutsche Bank Securities
Inc. and Legg Mason Wood Walker, Incorporated.
|
|
5.1
|
|
Opinion
of Powell Goldstein LLP.
|
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23.1
|
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Consent
of Powell Goldstein LLP (contained in Exhibit
5.1).
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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 thereunto
duly authorized.
OMEGA
HEALTHCARE INVESTORS, INC.
(Registrant)
Dated:
November 16, 2005
By:
/s/
C. Taylor Pickett
C. Taylor Pickett
President and Chief Executive Officer
EXHIBIT
INDEX
Exhibit
Number Description
|
1.1
|
|
Underwriting
Agreement, dated November 15, 2005, by and between Omega Healthcare
Investors, Inc., UBS
Securities LLC, Banc of America Securities LLC, Deutsche Bank Securities
Inc. and Legg Mason Wood Walker, Incorporated.
|
|
5.1
|
|
Opinion
of Powell Goldstein LLP.
|
|
23.1
|
|
Consent
of Powell Goldstein LLP (contained in Exhibit
5.1).
|