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 19, 2011
SONESTA INTERNATIONAL HOTELS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| 0-9032 | | 13-5648107 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
| 116 Huntington Avenue Boston, Massachusetts | | 02116 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(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):
| | o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On December 19, 2011 the Company filed with the U.S. Securities and Exchange Commission a supplement (the “Proxy Supplement No. 3”) to the proxy statement, dated November 21, 2011, as supplemented by the proxy supplement dated December 1, 2011 and the proxy supplement dated December 2, 2011. As more fully disclosed in the Proxy Supplement No. 3, the parties to two previously disclosed putative class action lawsuits brought by Sonesta stockholders have entered into a memorandum of understanding, in which they agreed upon the terms of a settlement of the stockholder litigation. The full text of the Proxy Supplement No. 3 is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Proxy Supplement No. 3, dated December 19, 2011 to the Proxy Statement, dated November 21, 2011, as supplemented by the proxy supplement dated December 1, 2011 and the proxy supplement dated December 2, 2011. |
| 99.2 | Press Release, dated December 19, 2011 issued by Sonesta |
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.
| | SONESTA INTERNATIONAL HOTELS CORPORATION |
| | |
| | |
| Date: December 19, 2011 | By: | /s/ Boy van Riel |
| | | Name: Boy van Riel |
| | | Title: Vice President and Treasurer |
| | | (Authorized to sign on behalf of the Registrant as Principal Financial Officer) |
EXHIBIT INDEX
Exhibit
| Proxy Supplement No. 3, dated December 19, 2011 to the Proxy Statement, dated November 21, 2011, as supplemented by the proxy supplement dated December 1, 2011 and the proxy supplement dated December 2, 2011. |
| Press Release, dated December 19, 2011 issued by Sonesta. |
