8-K: Current report filing
Published on June 2, 2009
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): May 28, 2009
OMEGA
HEALTHCARE INVESTORS, INC.
(Exact
name of registrant as specified in charter)
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Maryland
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1-11316
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38-3041398
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(State
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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200
International Circle
Suite
3500
Hunt
Valley, 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:
Soliciting material pursuant to Rule
14a-12 under the Exchange Act.
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Pre-commencement
communications pursuant to Rule 14d—2(b) under the Exchange
Act.
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Pre-commencement
communications pursuant to Rule 13e—4(c) under the Exchange
Act.
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Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On May
28, 2009, Omega Healthcare Investors, Inc. (the “Company”) amended its Articles
of Incorporation to increase the number of authorized shares of its common stock
from 100,000,000 to 200,000,000 shares. The Board of Directors of the
Company previously approved the amendment, subject to stockholder approval, and
the amendment was approved by the Company’s stockholders at the Annual Meeting
of Stockholders held on May 21, 2009. The amendment, which is
effective immediately, amends and restates Article IV, Section 1 of the
Company’s Articles of Incorporation in its entirety and now reads as
follows:
“Section
1. The
total number of shares of capital stock which the corporation shall have
authority to issue is Two Hundred Twenty Million (220,000,000), of which Two
Hundred Million (200,000,000) shall be shares of Common Stock having a par value
of $.10 per share and Twenty Million (20,000,000) shall be shares of Preferred
Stock having a par value of $1.00 per share. The aggregate par value
of all said shares shall be Forty Million Dollars
($40,000,000). Prior to the increase, the aggregate par value of all
said shares was Thirty Million Dollars ($30,000,000).”
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
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3.1
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Articles
of Amendment of Omega Healthcare Investors, Inc.
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10.1
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Second
Amendment to the Second Amended and Restated Master Lease, dated as of
February 26, 2009, by and among Omega Healthcare Investors, Inc., certain
of its subsidiaries as lessors, Sun Healthcare Group, Inc. and certain of
its affiliates as lessees, amending and restating prior master leases with
Sun Healthcare Group, its subsidiaries, and lessees and guarantors
acquired by Sun Healthcare Group.
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10.2
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Eight
Amendment to Consolidated Amended and Restated Master Lease, dated as of
March 31, 2009, by and between Sterling Acquisition Corp. and Diversicare
Leasing Corp.
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10.3
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First
Amendment to Loan Agreement, dated as of March 15, 2009, by and among OHI
Asset III (PA) Trust, as Lender, certain affiliated entities of
CommuniCare Health Services as Borrowers, and certain affiliated entities
of CommuniCare Health Services as
Guarantors.
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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: June
2,
2009 By: /s/ Robert O.
Stephenson
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Robert
O. Stephenson
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Chief
Financial Officer
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