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 5, 2009
AMERICAN CAMPUS COMMUNITIES, INC.
(Exact name of Registrant as specified in its Charter)
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| Maryland
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001-32265
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760753089 |
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(Commission file number)
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(I.R.S. Employer |
| incorporation or organization)
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Identification Number) |
805 Las Cimas Parkway Suite 400
Austin, TX 78746
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (512) 732-1000
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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On November 5, 2009, American Campus Communities, Inc. (the “Company”) announced that
Brian B. Nickel will resign as the Company’s Senior Executive Vice President and Chief Investment
Officer, effective March 31, 2010, to explore entrepreneurial opportunities. Mr. Nickel will
remain at the Company through that time to assist in an orderly transition of his day-to-day
responsibilities. Mr. Nickel will continue as a member of the Board of Directors of the Company.
The Company and Mr. Nickel entered into a Separation Agreement, dated as of November 5, 2009
(the “Separation Agreement”), a copy of which is attached hereto as Exhibit 99.1. The Separation
Agreement provides, among other things, that (i) the Company will continue to pay Mr. Nickel his
base salary and all other payments and benefits to which he is entitled under his current
employment agreement with the Company through March 31, 2010 and may pay Mr. Nickel an annual bonus
for 2009 in an amount determined by the Compensation Committee of the Board of Directors in its
sole discretion based on Mr. Nickel’s performance, (ii) Mr. Nickel will retain all of the
restricted stock awards, common units and other stock-based awards previously granted to him that
have vested as of March 31, 2010 and will forfeit all portions of any restricted stock awards or
other stock-based awards unvested as of March 31, 2010, (ii) Mr. Nickel will receive the same
compensation as the other non-employee directors (other than the Chairman of the Board) for his
service as a member of the Board beginning March 31, 2010, and (iii) the Confidentiality and
Noncompetition Agreement, dated as of August 11, 2004, between the Company and Mr. Nickel will
survive the termination of Mr. Nickel’s employment with the Company.
Item 7.01 Regulation FD Disclosure
The press release related to Mr. Nickel’s resignation is attached hereto as Exhibit 99.2.
Such information is furnished pursuant to Item 7.01 and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, or subject to the liabilities of
that Section. The information in this Current Report shall not be incorporated by reference in any
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
The Exhibits to this Report are listed on the Exhibit Index attached hereto.