8-K: Current report filing
Published on September 16, 2008
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): September 15, 2008
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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9690
Deereco Road
Suite
100
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:
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Written
communications pursuant to Rule 425 under the Securities
Act.
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act.
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| o |
Pre-commencement
communications pursuant to Rule 14d—2(b) under the Exchange
Act.
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| o |
Pre-commencement
communications pursuant to Rule 13e—4(c) under the Exchange
Act.
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Item
1.01.
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Entry
Into a Material Definitive
Agreement
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The
offered shares were registered under an existing automatic shelf registration
statement (the “Registration Statement”) on Form S-3 (Registration No.
333-150183) filed by Omega on April 10, 2008 with the Securities and Exchange
Commission (“SEC”), including a related Prospectus as supplemented by a
Prospectus Supplement dated September 15, 2008 and filed with the SEC pursuant
to Rule 424(b)(2) under the Securities Act of
1933.
A copy of
the form of Underwriting Agreement is attached hereto as Exhibit 1.1 and is
incorporated by reference herein.
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Item
8.01.
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Other
Events
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The
following table is incorporated by reference into Item 14 of Part II of the
Registration Statement, and sets forth the estimated expenses in connection with
the issuance and distribution of the shares. All of the expenses will
be borne by Omega except as otherwise indicated.
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SEC
Registration Fee
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$ | 3,861 | * | |
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Accounting
Fees and Expenses
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$ | 75,000 | ||
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Legal
Fees and Expenses
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$ | 175,000 | ||
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Miscellaneous
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$ | 21,139 | ||
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Total
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$ | 275,000 |
______________________
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*
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Previously
paid in connection with unsold securities registered by the Company on
Registration Statement No.
333-117655.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits.
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Exhibit
Number
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Description
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1.1
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Form
of Underwriting Agreement
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5.1
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Opinion
of Powell Goldstein LLP regarding the legality of the Common Stock being
registered
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23.1
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Consent
of Powell Goldstein LLP (contained in Exhibit 5.1)
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99.1
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Press
Release dated September 16, 2008
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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.
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OMEGA
HEALTHCARE INVESTORS, INC.
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(Registrant)
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Dated: September
16, 2008
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By: /s/
Robert O. Stephenson
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Robert
O. Stephenson
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Chief
Financial Officer
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