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) November 9, 2021
CAPITAL SENIOR LIVING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 1-13445 | 75-2678809 | |
|
(Commission File Number) |
(IRS Employer Identification No.) |
| 16301 Quorum Drive | ||
| Suite 160A | ||
| Addison, Texas | 75001 | |
| (Address of principal executive offices) | (Zip Code) |
(972) 770-5600
(Registrant’s telephone number, including area code)
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 (seeGeneral 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:
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, par value $0.01 per share | CSU | New York Stock Exchange |
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 9, 2021, Capital Senior Living Corporation (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Delaware Secretary of State to change the Company’s name to “Sonida Senior Living, Inc.” effective as of November 15, 2021 (the “Name Change”). In addition, the Company’s board of directors adopted an amendment to the Company’s Second Amended and Restated Bylaws (the “Bylaw Amendment”) to reflect the Company’s new legal name, effective as of November 15, 2021.
Following the effectiveness of the Name Change, the ticker symbol of the Company’s common stock on the New York Stock Exchange will change to “SNDA”. The CUSIP number for the Company’s common stock following the effectiveness of the Name Change will remain unchanged.
The foregoing description of the Certificate of Amendment and the Bylaw Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Amendment and the Bylaw Amendment, which are respectively attached as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K, and are incorporated herein by reference.
| Item 8.01 |
Other Events. |
The 2021 annual meeting of stockholders of the Company (the “Annual Meeting”) has been scheduled for January 27, 2022. The record date for the Annual Meeting has been set as the close of business on December 15, 2021.
The Company will be filing a proxy statement and other documents regarding the Annual Meeting with the Securities and Exchange Commission (the “SEC”). The Company’s stockholders are urged to read the proxy statement and other relevant materials when they become available, because they will contain important information about the Company, the Annual Meeting and related matters. Stockholders may obtain a free copy of the Company’s proxy statement, when available, and other documents filed by the Company with the SEC at the SEC’s website (www.sec.gov) and in the investor relations section of the Company’s website (www.capitalsenior.com).
| Item 9.01 |
Financial Statements and Exhibits. |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| 3.1 | Fourth Certificate of Amendment to Amended and Restated Certificate of Incorporation, as amended, of Capital Senior Living Corporation. | |
| 3.2 | Amendment to the Second Amended and Restated Bylaws of Capital Senior Living Corporation. | |
| 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.
| Date: November 10, 2021 | Capital Senior Living Corporation | |||||
| By: |
/s/ David R. Brickman |
|||||
| Name: | David R. Brickman | |||||
| Title: |
Senior Vice President, Secretary and General Counsel |
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Exhibit 3.1
FOURTH CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED,
OF
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 amendment to the Corporation’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”):
The first paragraph of the FIRST 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 paragraph:
“FIRST: The name of the Corporation is Sonida Senior Living, Inc.”
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 12.01 a.m., Eastern Standard Time, on November 15, 2021.
IN WITNESS WHEREOF, this Fourth Certificate of Amendment has been duly executed as of the 9th day of November 2021.
| CAPITAL SENIOR LIVING CORPORATION | ||
| By: |
/s/ Kimberly S. Lody |
|
| Name: | Kimberly S. Lody | |
| Title: | President and Chief Executive Officer |
Exhibit 3.2
FIRST AMENDMENT TO THE
SECOND AMENDED AND RESTATED BYLAWS
OF
CAPITAL SENIOR LIVING CORPORATION
(Effective as of November 15, 2021)
| 1. |
The Second Amended and Restated Bylaws (the “Bylaws”) of Capital Senior Living Corporation, a Delaware corporation, are hereby amended by replacing all references in the Bylaws to “Capital Senior Living Corporation” with “Sonida Senior Living, Inc.” |
| 2. |
Except as set forth in this Amendment, all other provisions, terms and conditions in the Bylaws will remain in full force and effect. From and after date of this Amendment, any references to the Bylaws in the Bylaws and any other agreements or instruments will be deemed to refer to the Bylaws as amended pursuant to this Amendment. |
IN WITNESS WHEREOF, the undersigned Secretary of Capital Senior Living Corporation certifies that the foregoing amendment to the Bylaws was duly adopted by the Board of Directors of Capital Senior Living Corporation.
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CAPITAL SENIOR LIVING CORPORATION |
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| By: |
/s/ David R. Brickman |
|
| Name: | David R. Brickman | |
| Title: | Senior Vice President, Secretary and General Counsel | |