CAPITAL SENIOR LIVING CORP (Form: 8-K, Received: 12/14/2020 07:01:41)

Date: December 14, 2020

Capital Senior Living Corporation

/s/ David R. Brickman

David R. Brickman

Senior Vice President, Secretary and General Counsel

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) December 9, 2020

Capital Senior Living Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

1-13445

75-2678809

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

14160 Dallas Parkway

Suite 300

Dallas, Texas

75254

(Address of Principal Executive Offices)

(Zip Code)

(972) 770-5600

(Registrant’s 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):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock

CSU

New York Stock Exchange

Item 3.03

Material Modification to Rights of Security Holders

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.03

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 11, 2020, Capital Senior Living Corporation (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware to effect a 1-for-15 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and proportionately reduce the number of authorized shares of Common Stock (the “Reverse Stock Split Amendments”). The Certificate of Amendment was effective as of 4:15 p.m. Eastern Time on December 11, 2020.

As reported below, on December 9, 2020, the Company held its 2020 annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio of 1-for-10, 1-for-15, or 1-for-20, with the ultimate ratio to be determined by the Company’s Board of Directors (the “Board”) in its sole discretion. Following the Annual Meeting, on December 9, 2020, the Board approved the implementation of the Reverse Stock Split at a ratio of 1-for-15.

As a result of the Reverse Stock Split, every 15 shares of issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock. In addition, the Reverse Stock Split Amendments proportionately reduced the authorized number of shares of Common Stock from 65,000,000 shares to 4,333,334 shares. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share of Common Stock are instead entitled to receive an amount of cash in lieu of such fractional shares based on the closing price per share of the Common Stock as reported on the New York Stock Exchange (the “NYSE”) as of date of the effectiveness of the Certificate of Amendment.

The Reverse Stock Split did not change the par value of the Common Stock or modify any rights or preferences of the Company’s common stock. The Reverse Stock Split is intended to, among other things, bring the Company into compliance with the $1.00 minimum average closing share price requirement for continued listing on the NYSE.

The Common Stock began trading on a reverse split-adjusted basis on the NYSE at the market open on December 14, 2020. The trading symbol for the Common Stock will remain “CSU” and the new CUSIP number for the Common Stock following the Reverse Stock Split is 140475 203.

The foregoing description of the Reverse Stock Split and the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1, which is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held on December 9, 2020, Proposals 1, 2, 3 and 5 were approved by the Company’s stockholders, Proposal 4 was not approved by the Company’s stockholders, and no other business was properly brought before the Annual Meeting. The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on November 3, 2020 (the “Proxy Statement”).

Proposal 1 – Election of Directors – The Company’s stockholders elected Kimberly S. Lody, E. Rodney Hornbake and Ross B. Levin to each serve as a director of the Company for three-year terms expiring in 2023. The voting results for each of these individuals were as follows:


Director	Votes “FOR”	Votes “WITHHELD”	Broker Non-Votes
Kimberly S. Lody	15,903,704	923,638	9,035,871
E. Rodney Hornbake	14,359,099	2,468,243	9,035,871
Ross B. Levin	14,358,180	2,469,162	9,035,871

Proposal 2 – Ratification of the Appointment of the Company’s Independent Auditors – The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2020. The voting results were 25,578,803 shares “FOR,” 277,934 shares “AGAINST,” and 6,476 abstentions.

Proposal 3 – Advisory Vote on Executive Compensation – The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement in accordance with the compensation disclosure rules of the SEC. The voting results were 15,485,070 shares “FOR,” 951,281 shares “AGAINST,” 390,991 abstentions, and 9,035,871 broker non-votes.

Proposal 4 – Amendments to Certificate of Incorporation to Declassify the Board – The Company’s stockholders did not approve the amendments to the Company’s Certificate of Incorporation to declassify the Board. Pursuant to the Certificate of Incorporation, this proposal required the affirmative vote of not less than two-thirds of the voting power of all issued and outstanding shares of Common Stock entitled to vote. The voting results were 16,589,797 shares “FOR,” 106,072 shares “AGAINST,” 131,473 abstentions, and 9,035,871 broker non-votes.

Proposal 5 – Reverse Stock Amendments – The Company’s stockholders approved the Reverse Stock Amendments. The voting results were 24,242,523 shares “FOR,” 106,072 shares “AGAINST,” and 131,473 abstentions.

Item 8.01

Other Events.

On December 9, 2020, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


3.1		Second Amendment to Amended and Restated Certificate of Incorporation of Capital Senior Living Corporation.

99.1		Press Release dated December 9, 2020.

104		Cover Page Interactive Data File-formatted as Inline XBRL.

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.

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED,

CAPITAL SENIOR LIVING CORPORATION

Capital Senior Living Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

FIRST: That the Board of Directors of the Corporation duly adopted resolutions proposing and declaring advisable the following amendments to the Corporation’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”):

The first paragraph of the FOURTH Article of the Certificate of Incorporation is hereby amended and restated by deleting such first paragraph in its entirety and replacing it with the following two paragraphs:

“FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 4,333,334 shares of common stock, at a par value of $0.01 per share (“Common Stock”), and 15,000,000 shares of preferred stock, at a par value of $0.01 per share (“Preferred Stock”).

Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, as amended, each fifteen (15) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests upon the submission of a transmission letter by a stockholder holding the shares in book-entry form and, where shares are held in certificated form, upon the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the product obtained by multiplying (a) the closing price per share of the Common Stock as reported on the New York Stock Exchange as of the date of the Effective Time, by (b) the fraction of one share owned by the stockholder. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) or book-entry then outstanding representing shares of Common Stock, shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate or book-entry shall have been combined, subject to the elimination of fractional share interests as described above.”

SECOND: That the foregoing amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

THIRD: All other provisions of the Certificate of Incorporation shall remain in full force and effect.

FOURTH: This Certificate of Amendment shall be effective as of 4:15 p.m., Eastern Standard Time, on December 11, 2020.

IN WITNESS WHEREOF, this Certificate of Amendment has been duly executed as of the 11th day of December 2020.


CAPITAL SENIOR LIVING CORPORATION

By:		/s/ Kimberly S. Lody
Name:		Kimberly S. Lody
Title:		President and Chief Executive Officer

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

CAPITAL SENIOR LIVING CORPORATION ANNOUNCES

1-FOR-15 REVERSE STOCK SPLIT

DALLAS – December 9, 2020 – Capital Senior Living Corporation (the “Company”) (NYSE: CSU), one of the nation’s largest operators of senior housing communities, announced today that its Board of Directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-15. The reverse stock split is intended to increase the market price per share of the Company’s common stock and help the Company regain compliance with the minimum share price listing rule of the New York Stock Exchange (the “NYSE”). Although the Company’s stock has recently traded above the NYSE minimum requirement of $1.00 per share, its Board of Directors voted unanimously to implement the reverse stock split to mitigate the possibility of non-compliance with the NYSE minimum share price listing rule.

Earlier on December 9, 2020, at the Company’s 2020 annual meeting of stockholders, the Company’s stockholders approved a reverse stock split of the Company’s common stock at a split ratio of 1-for-10, 1-for-15, or 1-for-20, with the ultimate ratio to be determined by the Company’s Board of Directors in its sole discretion, and to reduce the number of authorized shares of common stock by a corresponding ratio. The reverse stock split is expected to be effective after market close on December 11, 2020 (the “Effective Time”). The Company’s common stock will begin trading on a split-adjusted basis on the NYSE at the market open on December 14, 2020.

At the Effective Time, every fifteen issued and outstanding shares of the Company’s common stock will be converted into one share of the Company’s common stock. Once effective and without taking into account the cash out of any resulting fractional shares, the reverse stock split will reduce the number of issued and outstanding shares of common stock from approximately 31,268,943 shares to approximately 2,084,596 shares. The authorized number of shares of common stock will also be proportionately reduced from 65,000,000 shares to 4,333,334 shares.

No fractional shares will be issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive fractional shares will instead receive an amount of cash based on the closing price per share of the Company’s common stock as reported on the NYSE as of the date of the Effective Time. Holders of the Company’s common stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse stock split. Stockholders of record will be receiving information from Computershare Trust Company, N.A., the Company’s transfer agent, regarding their stock ownership following the reverse stock split.

The reverse stock split will not modify any rights or preferences of the Company’s common stock. The trading symbol for the Company’s common stock will remain “CSU.” The new CUSIP number for the Company’s common stock following the reverse stock split will be 140475 203.

Additional information about the reverse stock split can be found in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2020, a copy of which is also available at www.sec.gov or at www.capitalsenior.com under the SEC Filings tab located in the Investor Relations page.

About the Company

Dallas-based Capital Senior Living Corporation is one of the nation’s largest operators of independent living, assisted living and memory care communities for senior adults. The Company operates 105 communities that are home to more than 9,000 residents across 22 states and provide compassionate, resident-centric service and care as well as engaging programming. Capital Senior Living offers seniors the freedom and opportunity to successfully, comfortably and happily age in place. For more information, visit www.capitalsenior.com or connect with the Company on Facebook.

Safe Harbor

Certain information contained in this report constitutes “Forward-Looking Statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which can be identified by the use of forward-looking terminology such as “may,” “will,” “would,” “intend,” “could,” “believe,” “expect,” “anticipate,” “estimate” or “continue” or the negative thereof or other variations thereon or comparable terminology. Forward-looking statements are subject to certain risks and uncertainties that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, but not limited to, the Company’s ability to attain the necessary stock price levels to regain compliance with the NYSE continued listing standards or, if achieved, to continue to satisfy the NYSE’s qualitative and quantitative continued listing standards in the future, including due to the Company’s financial condition or results of operations, market conditions or the market perception of the Company’s business, financial condition or results of operations; a determination by the Company’s Board of Directors not to promptly implement or to abandon the proposed reverse stock split in its discretion; and other risks more fully described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on November 3, 2020, the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and the Company’s subsequent Quarterly Reports on Form 10-Q.

For Further Information, Contact:

Kimberly Lody

(972) 308-8323

klody@capitalsenior.com