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): January 18, 2006 (January 13, 2006)

 

Affordable Residential Communities Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

001-31987

 

84-1477939

(State or Other Jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of Incorporation)

 

 

 

Identification No.)

 

600 Grant Street, Suite 900, Denver, Colorado, 80203

(Address of Principal Executive Offices)  (Zip Code)

 

Registrant’s Telephone Number, Including Area Code:  (303) 383-7500

 

Not Applicable

(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:

 

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 8.01 Other Events.

 

Pursuant to an S-3 (Reg. No. 333-124073) filed April 14, 2005, and effective on May 3, 2005, Affordable Residential Communities Inc. (“ARC”) has 1,250,000 warrants outstanding and currently exercisable for shares of ARC common stock until expiration on July 23, 2010.  A list of the warrant holders and their addresses is maintained by ARC. On January 13, 2006, ARC paid compensation to its non-management directors, which included the issuance of an additional 3,624 shares of ARC common stock.  As a result, effective immediately following the issuance of these shares, the exercise price per share of ARC common stock under the outstanding warrants to purchase ARC common stock will be adjusted to $18.103 and the total number of shares of ARC common stock issuable upon exercise of all of such warrants will be adjusted to 807,877.

 

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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.

 

 

Date: January 17, 2006

 

 

 

 

 

AFFORDABLE RESIDENTIAL COMMUNITIES INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/S/ Scott L. Gesell

 

 

 

 

 

Scott L. Gesell

 

 

 

 

Executive Vice President, General Counsel

 

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