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): June 6, 2014 (May 13, 2014)
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 8.01. Other Events.
As previously disclosed in the Quarterly Report on Form 10-Q for the period ended March 31, 2014 of Morgans Hotel Group Co. (the “Company”), on February 28, 2014, the Company entered into a binding Memorandum of Understanding (“MOU”) that, among other things, contemplates the partial settlement and dismissal with prejudice of the action entitledOTK Associates, LLC v. Friedman,et al., C.A. No. 8447-VCL (Del. Ch.) (the “Delaware Shareholder Derivative Action”) and the complete settlement and dismissal with prejudice of the actions entitledYucaipa American Alliance Fund II L.P., et al. v. Morgans Hotel Group Co., et al., Index No. 652294/2013 (NY Sup.);Burkle v. OTK Associates, LLC,et al., Case No. 13-CIV-4557 (S.D.N.Y.); andYucaipa American Alliance Fund II L.P., et al. v. Morgans Hotel Group Co., Index No. 653455/2013 (NY Sup.). The parties to the MOU executed a Stipulation of Settlement, dated as of May 5, 2014 (the “Settlement Stipulation”), incorporating the terms of the MOU, which has been submitted to the Court in the Delaware Shareholder Derivative Action for approval.
In connection therewith, on May 13, 2014, the Delaware Court of Chancery entered a Scheduling Order in the Delaware Shareholder Derivative Action. The Scheduling Order, among other things, requires the Company, no later than forty-five (45) days before a hearing scheduled by the Court for July 23, 2014, to file as an exhibit to a Current Report on Form 8-K, a Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing, and Right to Appear (the “Notice”).
In compliance with the Scheduling Order, the Company is filing the Notice as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | |
Exhibit Number | | Description |
| |
| 99.1 | | Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing, and Right to Appear. |
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.
| | | | | | |
| | | | MORGANS HOTEL GROUP CO. |
| | | |
| Date: June 6, 2014 | | | | By: | | /s/ Richard Szymanski |
| | | | | | Richard Szymanski |
| | | | | | Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit
Number | | Description |
| |
| 99.1 | | Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing, and Right to Appear. |
