Attached files
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| EX-99..1 - CFO PRESSS RELEASE - EMERITUS CORP\WA\ | cfopressrelease.htm |
U.S.
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): December 3,
2009
EMERITUS
CORPORATION
(Exact
name of registrant as specified in charter)
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Washington
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1-14012
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91-1605464
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3131
Elliott Avenue, Suite 500
Seattle,
Washington 98121
(Address
of principal executive offices) (Zip Code)
(206)
298-2909
(Registrant's
telephone number, including area code)
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:
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))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
December 3, 2009, Emeritus Corporation ("Emeritus" or the "Company") announced
the appointment of Robert Bateman, age 47, as the Company's Executive Vice
President—Finance and Chief Financial Officer effective December 21,
2009. Raymond R. Brandstrom, the Company's current Executive Vice
President – Finance and Chief Financial Officer and one of the original founders
of Emeritus, will resign from his current position effective December 20,
2009. Mr. Brandstrom will continue his employment with the Company in
an advisory capacity and will remain as a member of the Company's Board of
Directors serving as Vice Chairman and Secretary.
Mr.
Bateman has been Chief Financial Officer and Corporate Secretary of EagleView
Technologies, Inc., a provider of detailed measurements from aerial images,
since 2009. From 2007 to 2009, Mr. Bateman was Chief Financial
Officer, Chief Operating Officer and Corporate Secretary of VisionGate, Inc., a
medical device company. From 2004 to 2006, Mr. Bateman served as
Senior Vice President and Chief Financial Officer of Fisher Communications,
Inc., a publicly-held communications and media company, and from 2003 as its
Vice President – Finance. Mr. Bateman holds M.S. and B.S. degrees in
accounting from Brigham Young University. Mr. Bateman is a certified
public accountant and a certified management accountant.
Mr.
Bateman will be paid an annual base salary of $300,000 and be eligible to
receive an annual targeted bonus of up to 50% of his base salary. In
addition, Mr. Bateman will receive a stock option to purchase 90,000 shares of
the Company's common stock having an exercise price equal to the closing price
of the Company's common stock on the first day of his employment. The
option will have a ten-year term and will vest in four equal annual
installments. In the event of a change of control or termination
without cause, Mr. Bateman is eligible to receive a lump sum payment equal to
the amount of his current base salary. In connection with his
employment, Mr. Bateman entered into a Non-Competition Agreement with the
Company under which he cannot be employed by or, with certain limited
exceptions, be connected with any business similar to that of the Company during
his employment and for a period of one year from the date his employment with
the Company is terminated for any reason.
The press
release announcing matters relating to the information herein is attached hereto
as Exhibit 99.1.
Item
9.01 Financial
Statements and
Exhibits.
(d) Exhibits
Exhibit
No. Description
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99.1
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Press
Release dated December 3, 2009, entitled Emeritus Announces
Appointment of Chief Financial
Officer.
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2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
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December
3, 2009
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EMERITUS
CORPORATION
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By:
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/s/
Raymond R. Brandstrom
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Raymond
R. Brandstrom, Executive Vice President—
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Finance,
Chief Financial Officer, and
Secretary
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3
INDEX
TO EXHIBITS
Exhibit
No. Description
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99.1
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Press
Release dated December 3, 2009, entitled Emeritus Announces
Appointment of Chief Financial
Officer.
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4