UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): April 10, 2019
CareTrust REIT, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 001-36181 | 46-3999490 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
905 Calle Amanecer, Suite 300, San Clemente, CA | 92673 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (949)542-3130
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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: ☐
Item 8.01 | Other Events |
Certain Provisions of Maryland Law and of CareTrust REIT, Inc.’s Charter and Bylaws
The information included under the heading “Certain Provisions of Maryland Law and of CareTrust REIT, Inc.’s Charter and Bylaws” in Exhibit 99.1 hereto is incorporated herein and supersedes and replaces, in its entirety, the discussion under the heading “Certain Provisions of Maryland Law and of CareTrust REIT, Inc.’s Charter and Bylaws” in the prospectus dated May 4, 2017, which is a part of the Registration Statement on FormS-3 (FileNo. 333-217670) of CareTrust REIT, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2017, as subsequently superseded and replaced by the information included under the heading “Certain Provisions of Maryland Law and of CareTrust REIT, Inc.’s Charter and Bylaws” in Exhibit 99.1 to the Company’s Current Report on Form8-K filed with the SEC on March 4, 2019.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Certain Provisions of Maryland Law and of CareTrust REIT, Inc.’s Charter and Bylaws |
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.
CARETRUST REIT, INC. | ||
By: | /s/ William M. Wagner | |
Name: | William M. Wagner | |
Title: | Chief Financial Officer, Treasurer and Secretary |
Date: April 10, 2019