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): March 5, 2008
AMERICAN CAMPUS COMMUNITIES, INC.
(Exact name of Registrant as specified in its Charter)
         
Maryland   001-32265   760753089
(State or other jurisdiction of
incorporation or organization)
  (Commission file number)   (I.R.S. Employer
Identification Number)
805 Las Cimas Parkway Suite 400
Austin, TX 78746
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (512) 732-1000
Not applicable
(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:
     
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 1.01   Entry into a Material Definitive Agreement
     American Campus Communities, Inc. has amended its 2004 Incentive Award Plan, effective as of March 5, 2008 to modify the settlement date of restricted stock units issued thereunder. Such amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing summary description of such amendment is qualified in its entirety by reference to such amendment.
Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     The information contained in Item 1.01 is incorporated herein by reference.
Item 9.01   Financial Statements and Exhibits
(c)   Exhibits
     The Exhibits to this Report are listed on the Exhibit Index attached hereto.

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
Date: March 11, 2008  AMERICAN CAMPUS COMMUNITIES, INC.
 
 
  By:   /s/ Jonathan A. Graf    
    Jonathan A. Graf   
    Executive Vice President, Chief Financial Officer and Treasurer   
 

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EXHIBIT INDEX
         
Exhibit    
Number   Title
       
 
  99.1    
Amendment No. 2 to American Campus Communities, Inc. 2004 Incentive Award Plan, dated as of March 5, 2008.

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Exhibit 99.1
AMENDMENT NO. 2 TO
AMERICAN CAMPUS COMMUNITIES, INC.
2004 INCENTIVE AWARD PLAN
     WHEREAS, American Campus Communities, Inc., a Maryland corporation, has heretofore adopted the American Campus Communities, Inc. 2004 Incentive Award Plan (the “Plan”);
     WHEREAS, the Board has the authority to amend the Plan pursuant to Section 19(a) of the Plan; and
     WHEREAS, the Board has determined it to be advisable to amend the Plan as set forth herein.
     NOW, THEREFORE, the Plan is hereby amended as follows.
     1. Section 8(e)(iii) of the Plan is hereby amended and restated in its entirety to read as follows:
     ”(iii) Terms and Conditions of Grant . Restricted Stock Units granted to Non-Employee Directors pursuant to this subsection (e) shall (A) have a Settlement Date on the date of grant of such Restricted Stock Units, and (B) be entitled to Dividend Equivalents, which shall be paid upon the Settlement Date.”
     2. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to such terms in the Plan.

 


 

     IN WITNESS WHEREOF, this Amendment No. 2 to the American Campus Communities 2004 Incentive Award Plan has been executed as of this 5 th day of March, 2008, to be effective as of such date.
         
  AMERICAN CAMPUS COMMUNITIES, INC.,
a Maryland corporation
 
 
  By:   /s/ William C. Bayless, Jr.   
    William C. Bayless, Jr.   
    President and Chief Executive Officer