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): January 9, 2009
NATIONWIDE HEALTH PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 1-9028 | 95-3997619 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 610 Newport Center Drive, Suite 1150 Newport Beach, California |
92660 | |
| (Address of Principal Executive Offices) | (ZIP Code) |
(949) 718-4400
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On January 9, 2009, Nationwide Health Properties, Inc. entered into a Sales Agreement with Cantor Fitzgerald & Co. to sell up to 5,000,000 shares of its common stock, par value $0.10 per share, from time to time through a controlled equity offering program under which Cantor Fitzgerald & Co. will act as sales agent.
A copy of the Sales Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. |
Description | |
| 1.1 | Sales Agreement, dated January 9, 2009, between Nationwide Health Properties, Inc. and Cantor Fitzgerald & Co. | |
| 8.1 | Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
SIGNATURE
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.
| NATIONWIDE HEALTH PROPERTIES, INC. | ||||||||||
| Date: January 9, 2009 | By: | /s/ Abdo H. Khoury | ||||||||
| Name: | Abdo H. Khoury | |||||||||
| Title: | Executive Vice President and Chief Financial & Portfolio Officer | |||||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1 | Sales Agreement, dated January 9, 2009, between Nationwide Health Properties, Inc. and Cantor Fitzgerald & Co. | |
| 8.1 | Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |