8-A12B 1 tm2129145d1_8a12b.htm 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

HEALTHCARE TRUST, INC.

(Exact name of registrant as specified in its charter)

 

Maryland   38-3888962
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

650 Fifth Ave, 30th Floor, New York, New York   10019
(Address of principal executive offices)   (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

7.125% Series B Cumulative Redeemable Perpetual Preferred Stock,

$0.01 par value per share

  The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates:  333-259494 and 333-259995

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

Healthcare Trust, Inc. (the “Registrant”) hereby incorporates by reference herein the description of its 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series B Preferred Stock”), to be registered hereunder, set forth under the section entitled “Description of Capital Stock and Securities Offered—Preferred Stock—Series B Preferred Stock” contained in the prospectus forming a part of the Registrant’s Registration Statement on Form S-11, initially filed with the Securities and Exchange Commission (the “SEC”) on September 13, 2021 (File No. 333-259494) and as subsequently amended (the “Registration Statement”). In addition, incorporated by reference herein is information relating to the Series B Preferred Stock under the caption “Certain Provisions of the Maryland General Corporation Law and Our Charter and Bylaws” in the Registration Statement. The prospectus relating to the Registration Statement to be filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed incorporated by reference into this Form 8-A.

 

Item 2. Exhibits

 

Exhibit No.  Description
    
3.1(1)  Articles of Amendment and Restatement for Healthcare Trust, Inc.
3.2(2)  Articles Supplementary relating to election to be subject to Section 3-803 of the Maryland General Corporation Law, dated November 9, 2017.
3.3(3)  Articles Supplementary relating to the designation of shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, dated December 6, 2019.
3.4(4)  Amended and Restated Bylaws of Healthcare Trust, Inc.
3.5(5)  Amendment to Amended and Restated Bylaws of Healthcare Trust, Inc.
3.6(6)  Articles Supplementary designating additional shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, dated September 15, 2020
3.7(7)  Articles Supplementary designating additional shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, dated May 7, 2021
3.8*  Articles Supplementary relating to the designation of shares of 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, dated October 4, 2021.

 

 

 
(1) Incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on March 11, 2016.
(2) Incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Securities and Exchange Commission on November 14, 2017.
(3) Incorporated by reference to an exhibit to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 6, 2019.
(4) Incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission on March 20, 2018.
(5) Incorporated by reference to an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2020.
(6) Incorporated by reference to an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2020.
(7) Incorporated by reference to an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 10, 2021.
* Filed herewith

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, on this 4th day of October, 2021.

 

  HEALTHCARE TRUST, INC.
       
       
  By: /s/ Edward M. Weil, Jr.  
  Name: Edward M. Weil, Jr.
  Title: Chief Executive Officer and President