Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
To effect the reverse stock split reported herein, Assisted Living Concepts,
Inc. ("ALC") filed a "Certificate of Change filed Pursuant to Nevada Revised
Statutes 78.209 for Nevada Profit Corporations" ("Certificate of Change") with
the Nevada Secretary of State. Upon the effectiveness of the Certificate of
Change on March 16, 2009, ALC's Amended and Restated Articles of Incorporation
were deemed amended, as provided in NRS 78.207 and 78.209, to reflect the one
for five reverse stock split of ALC's Class A and Class B common stock and the
corresponding reductions in the numbers of shares of ALC Class A and Class B
common stock authorized to be issued under ALC's Amended and Restated Articles
of Incorporation, as set forth in the Certificate of Change and discussed in the
related press release. A copy of the Certificate of Change is attached as
Exhibit 3.1 to this current report on Form 8-K and incorporated by reference
herein.
Item 8.01. Other Events.
On March 17, 2009, ALC issued a press release announcing the implementation of
its previously announced one for five reverse stock split of its Class A and
Class B common stock. A copy of the press release is attached as Exhibit 99.1 to
this current report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Certificate of Change filed Pursuant to Nevada Revised Statutes 78.209 for
Nevada Profit Corporations, filed with the Nevada Secretary of State by
Assisted Living Concepts, Inc., effective March 16, 2009.
99.1 Press release, dated March 17, 2009, issued by Assisted Living Concepts,
Inc. announcing the implementation of its previously announced one for
five reverse stock split of its Class A and Class B common stock.
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