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UNITED STATES
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): November 9, 2004 (November 9, 2004)

FIVE STAR QUALITY CARE, INC.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or other jurisdiction of incorporation)


1-16817
Commission File No.

 

04-3516029
(IRS Employer Identification No.)


400 Centre Street, Newton, Massachusetts
(Address of Principal Executive Offices)

 

02458
(Zip Code)

Registrant's telephone number, including area code: (617) 796-8387

        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))





Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

        On November 9, 2004, Five Star Quality Care, Inc. (the "Company") filed with the office of the State Department of Assessments and Taxation of Maryland Articles of Amendment to the Company's Articles of Amendment and Restatement to increase the number of shares of stock which the Company has the authority to issue to 21,000,000 shares, consisting of 20,000,000 shares of Common Stock, $.01 par value per share, and 1,000,000 shares of Preferred Stock, $.01 par value per share. The Articles of Amendment were effective upon filing.


Item 9.01. Financial Statements and Exhibits.

(c)
Exhibits.

Exhibit No.

  Description
3.1   Articles of Amendment, dated November 9, 2004


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.

    FIVE STAR QUALITY CARE, INC.

 

 

By:

/s/  
BRUCE J. MACKEY JR.      
Name: Bruce J. Mackey Jr.
Title: Treasurer and Chief Financial Officer

Date: November 9, 2004




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SIGNATURES