As filed with the Securities and Exchange Commission on June 17, 2005
Registration No.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NATIONWIDE HEALTH PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland 95-3997619
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
610 Newport Center Drive, Suite 1150
Newport Beach, California 92660-6429
(Address, Including Zip Code, of Principal Executive Offices)
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Nationwide Health Properties, Inc.
2005 Performance Incentive Plan
(Full Title of the Plan)
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Douglas M. Pasquale
President and Chief Executive Officer
Nationwide Health Properties, Inc.
610 Newport Center Drive, Suite 1150
Newport Beach, California 92660-6429
(949) 718-4400
(Name, Address and Telephone Number, Including Area Code,
of Agent for Service)
COPY TO:
Gary J. Singer, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Offering Registration
Registered Registered Per Unit Price Fee
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Common Stock,
$0.10 par value 3,000,000(1) $22.80(2) $68,400,000(2) $8,050.68(2)
per share shares
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(1) This Registration Statement covers, in addition to the number of shares of
Nationwide Health Properties, Inc., a Maryland corporation (the "Company"
or the "Registrant"), common stock, par value $0.10 per share (the "Common
Stock"), stated above, options and other rights to purchase or acquire the
shares of Common Stock covered by this Registration Statement and, pursuant
to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), an additional indeterminate number of shares, options
and rights that may be offered or issued pursuant to the Nationwide Health
Properties, Inc. 2005 Performance Incentive Plan (the "Plan") as a result
of one or more adjustments under the Plan to prevent dilution resulting
from one or more stock splits, stock dividends or similar transactions.
(2) Pursuant to Securities Act Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were calculated based
upon the average of the high and low prices of the Common Stock on June 10,
2005, as quoted on the New York Stock Exchange.
The Exhibit Index for this Registration Statement is at page 8.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Securities Act Rule
428(b)(1).
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents of the Company filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for its fiscal year ended
December 31, 2004, filed with the Commission on February 24, 2005
(Commission File No. 001-09028);
(b) The Company's Quarterly Report on Form 10-Q for its fiscal quarter
ended March 31, 2005, filed with the Commission on May 4, 2005
(Commission File No. 001-09028);
(c) The Company's Current Reports on Form 8-K, filed with the
Commission on May 18, 2005, May 4, 2005 (only with respect to Item
8.01 included therein), April 7, 2005 and February 3, 2005 (each,
Commission File No. 001-09028); and
(d) The description of the Company's Common Stock contained in its
Registration Statement on Form 10 filed with the Commission on
November 15, 1985 (Commission File No. 001-09028), including the
amendments dated December 3, 1985 and December 5, 1985, and any
other amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document, all or a portion of which is incorporated or deemed
to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or amended, to constitute a part
of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's amended and restated articles of incorporation, as
amended, and bylaws, as amended, provide for indemnification of directors and
officers to the full extent permitted by the laws of the State of Maryland.
Section 2-418 of the Maryland General Corporation Law generally permits
indemnification of any director or officer made a party to any proceedings by
reason of service as a director or officer unless it is established that (i)
the act or omission of such person was material to the matter giving rise to
the proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty; or (ii) such person actually received an improper
personal benefit in money, property or services; or (iii) in the case of any
criminal proceeding, such person had reasonable cause to believe that the act
or omission was unlawful. The indemnity may include judgments, penalties,
fines, settlements and reasonable expenses actually incurred by the director
or officer in connection with the proceeding; provided, however, that if the
proceeding is one by, or in the right of the corporation, indemnification is
not permitted with respect to any proceeding in which the director or officer
has been adjudged to be liable to the corporation. The termination of any
proceeding by conviction or upon a plea of nolo contendere or its equivalent
or upon an entry of an order of probation prior to judgment creates a
rebuttable presumption that the director or officer did not meet the
requisite standard of conduct required for permitted indemnification. The
termination of any proceeding by judgment, order or settlement, however, does
not create a presumption that the director or officer failed to meet the
requisite standard of conduct for permitted indemnification.
The Registrant has entered into indemnity agreements with the officers
and directors of the Registrant that provide that the Registrant will pay on
behalf of the indemnified party any amount which the indemnified party is or
becomes legally obligated to pay because of any act or omission or neglect or
breach of duty, including any actual or alleged error or misstatement or
misleading statement, which the indemnified party commits or suffers while
acting in the capacity as an officer or director of the Registrant.
Since November 1986, the Registrant has had in force directors' and
officers' liability and Registrant reimbursement insurance covering liability
for any actual or alleged error, misstatement, misleading statement, act or
omission, and neglect or breach of duty claimed against them solely by reason
of their being directors or officers of the Registrant.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
See the attached Exhibit Index at page 8, which is incorporated herein
by reference.
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Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive officers and
controlling persons of the Registrant pursuant to the provisions described in
Item 6 above, or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Form S-8
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newport Beach, State of California,
on June 16, 2005.
NATIONWIDE HEALTH PROPERTIES, INC.
By: /s/ Douglas M. Pasquale
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Douglas M. Pasquale
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Douglas M. Pasquale and Abdo H. Khoury, and each of them, acting individually
and without the other, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments, exhibits thereto
and other documents in connection therewith) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them individually, or their
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
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/s/ Douglas M. Pasquale President, Chief Executive June 16, 2005
---------------------- Officer and Director --------------
Douglas M. Pasquale (Principal Executive Officer)
/s/ Abdo H. Khoury
---------------------- Senior Vice President and June 16, 2005
Abdo H. Khoury Acting Chief Financial Officer --------------
(Principal Financial Officer)
/s/ David E. Snyder
---------------------- Controller (Principal June 16, 2005
David E. Snyder Accounting Officer) --------------
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Signature Title Date
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/s/ Charles D. Miller Chairman June 15, 2005
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Charles D. Miller
/s/ R. Bruce Andrews Director June 13, 2005
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R. Bruce Andrews
/s/ David R. Banks Director June 13, 2005
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David R. Banks
/s/ William K. Doyle Director June 16, 2005
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William K. Doyle
/s/ Robert D. Paulson Director June 17, 2005
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Robert D. Paulson
/s/ Keith P. Russell Director June 13, 2005
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Keith P. Russell
/s/ Jack D. Samuelson Director June 14, 2005
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Jack D. Samuelson
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4. Nationwide Health Properties, Inc. 2005 Performance Incentive
Plan. (Filed as Appendix B to the Company's Proxy Statement filed
with the Commission pursuant to Section 14(a) of the Exchange Act
on March 24, 2005 (Commission File No. 001-09028) and incorporated
herein by this reference.)
5. Opinion of Company Counsel (opinion re legality).
23.1 Consent of Ernst & Young LLP (consent of independent registered
public accounting firm).
23.2 Consent of Counsel (included in Exhibit 5).
24. Power of Attorney (included in this Registration Statement under
"Signatures").
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