SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIVE STAR QUALITY CARE, INC.
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(Exact Name of Registrant as Specified in its Charter)
MARYLAND 04-3516029
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
400 CENTRE STREET
NEWTON, MASSACHUSETTS 02458
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. /X/
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. / /
Securities Act registration statement file number to which this form
relates: 333-69846
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(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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COMMON STOCK, PAR VALUE $.01 PER SHARE AMERICAN STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to the common stock, par value $.01 per
share (the "Common Stock"), of Five Star Quality Care, Inc., a Maryland
corporation (the "Registrant"). A description of the Common Stock is contained
in the Prospectus (the "Prospectus") filed pursuant to Rule 424(b)(3) forming
part of the Registration Statement on Form S-1, File No. 333-69846. Such
description is incorporated herein by this reference.
ITEM 2. EXHIBITS.
Exhibit
Number Description of Exhibit
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1.1 Articles of Amendment and Restatement of the Registrant. (Incorporated by
reference to the Registrant's Registration Statement on Form S-1, File No.
333-69846).
1.2 Amended and Restated Bylaws of the Registrant. (Incorporated by reference
to the Registrant's Registration Statement on Form S-1, File No.
333-69846).
1.3 Form of Specimen Certificate for shares of Common Stock. (Incorporated by
reference to the Registrant's Registration Statement on Form S-1, File No.
333-69846).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
FIVE STAR QUALITY CARE, INC.
Date: December 7, 2001
By: /s/ Bruce J. Mackey Jr.
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Name: Bruce J. Mackey Jr.
Title: Chief Financial Officer and Treasurer
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