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): October 2, 2012
Morgans Hotel Group Co.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-33738 | | 16-1736884 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
475 Tenth Avenue New York, NY | | 10018 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 277-4100
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:
| ¨ | 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)) |
Item 3.03. Material Modification to Rights of Security Holders.
On October 2, 2012, the board of directors of Morgans Hotel Group Co. (the “Company”) resolved to amend the Amended and Restated Stockholder Protection Rights Agreement (the “Rights Agreement”), dated as of October 1, 2009 and as amended on October 15, 2009 and April 21, 2010, between the Company and Computershare Shareowner Services LLC (f/k/a Mellon Investors Services LLC), as Rights Agent (“Computershare”), in order to extend the expiration date of the Rights Plan from October 9, 2012 to October 9, 2015. Thereafter, on October 3, 2012, the Company and Computershare entered into Amendment No. 3 to the Rights Agreement (“Amendment No. 3”) to amend the definition of “Expiration Time” to reflect such extension.
A copy of Amendment No. 3 is being filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 3.
Item 9.01. Financial Statements and Exhibits.
| | |
Exhibit Number | | Description |
| |
| 4.1 | | Amendment No. 3, dated as of October 3, 2012, to Amended and Restated Stockholder Protection Rights Agreement, dated as of October 1, 2009 and as amended on October 15, 2009 and April 21, 2010, between Morgans Hotel Group Co. and Computershare Shareowner Services LLC (f/k/a Mellon Investors Services LLC), as Rights Agent. |
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.
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| | | | MORGANS HOTEL GROUP CO. |
| | | |
| Date: October 3, 2012 | | | | By: | | /s/ Richard Szymanski |
| | | | | | Name: Richard Szymanski |
| | | | | | Title: Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
| 4.1 | | Amendment No. 3, dated as of October 3, 2012, to Amended and Restated Stockholder Protection Rights Agreement, dated as of October 1, 2009 and as amended on October 15, 2009 and April 21, 2010, between Morgans Hotel Group Co. and Computershare Shareowner Services LLC (f/k/a Mellon Investors Services LLC), as Rights Agent. |
