-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FJn14NOHXz9WzqWIxVnoxW4fbiuJVMM7cLWkxD60kxcLYhAofEkpvWEwS6YKduHt 5NbuVBURehaoWoBPwNGPiQ== 0001017062-97-000096.txt : 19970130 0001017062-97-000096.hdr.sgml : 19970130 ACCESSION NUMBER: 0001017062-97-000096 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970128 EFFECTIVENESS DATE: 19970128 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONWIDE HEALTH PROPERTIES INC CENTRAL INDEX KEY: 0000780053 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 953997619 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-20589 FILM NUMBER: 97512617 BUSINESS ADDRESS: STREET 1: 4675 MACARTHUR COURT STE 1170 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7142511211 MAIL ADDRESS: STREET 1: 4675 MACARTHUR COURT STREET 2: STE 1170 CITY: NEWSPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: BEVERLY INVESTMENT PROPERTIES INC DATE OF NAME CHANGE: 19890515 S-8 1 FORM S-8 / 1989 STOCK OPTION PLAN As filed with the Securities and Exchange Commission on January 28, 1997. Registration No. 333-____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________ NATIONWIDE HEALTH PROPERTIES, INC. (Exact name of registrant as specified in its charter) ___________________ Maryland 95-3997619 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4675 MacArthur Court, Suite 1170, Newport Beach, California 92660 (Address of principal executive offices) NATIONWIDE HEALTH PROPERTIES, INC. 1989 STOCK OPTION PLAN, AS AMENDED (Full title of the plan) R. Bruce Andrews Chief Executive Officer and President Nationwide Health Properties, Inc. 4675 MacArthur Court, Suite 1170 Newport Beach, California 92660 (Name and address of agent for service) ___________________ Telephone number, including area code, of agent for service: (714) 251-1211 ___________________ CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------ Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to be price offering registration to be registered registered per unit(2) price(2) fee(2) - ------------------------------------------------------------------------------------ Common Stock, 800,000 $22.75 $18,200,000 $5,515 par value $0.10/(1)/ shares - ------------------------------------------------------------------------------------
(1) This Registration Statement covers, in addition to the number of shares of Common Stock stated above, other rights to purchase the shares of Common Stock covered by the Prospectus. (2) Calculated pursuant to Rule 457(c), based on the average of the high and low prices of the Common Stock on the New York Stock Exchange on January 21, 1997. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Pursuant to General Instruction E of Form S-8, the Registration Statement No. 33-35276 on Form S-8 of the registrant filed with the Securities and Exchange Commission on June 7, 1990, relating to the registrant's 1989 Stock Option Plan, is hereby incorporated by this reference. ITEM 8. EXHIBITS See the attached Exhibit Index. ITEM 9. UNDERTAKINGS Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act") may be permitted to directors, officers and controlling persons of the registrant, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on January 28, 1997. By: /s/ R. Bruce Andrews ------------------------------ R. Bruce Andrews, President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints R. Bruce Andrews and Mark L. Desmond, his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Milton J. Brock, Jr. Chairman of the Board and Director January 28, 1997 - --------------------------- Milton J. Brock, Jr. /s/ R. Bruce Andrews President, Chief Executive Officer and January 28, 1997 - --------------------------- Director (Principal executive officer) R. Bruce Andrews /s/ Mark L. Desmond Senior Vice President and Chief January 28, 1997 - --------------------------- Financial Officer (Principal financial Mark L. Desmond and accounting officer) /s/ David R. Banks Director January 28, 1997 - --------------------------- David R. Banks /s/ Sam A. Brooks Director January 28, 1997 - --------------------------- Sam A. Brooks /s/ Jack D. Samuelson Director January 28, 1997 - --------------------------- Jack D. Samuelson /s/ Charles D. Miller Director January 28, 1997 - --------------------------- Charles D. Miller
3 EXHIBIT INDEX
Exhibit Sequentially Numbered ------- --------------------- Number Description Page ------- ----------- ---- 5.1 Opinion of O'Melveny & Myers LLP 5 23.1 Consent of Arthur Andersen LLP 6 23.2 Consent of Counsel (included in Exhibit 5.1) 5 24.1 Power of Attorney (included at page 3) 3
4 EX-5.1 2 OPINION & CONSENT EXHIBIT 5.1 January 28th 1 9 9 7 614,055-999 NB1-296096.V1 Nationwide Health Properties, Inc. 4675 MacArthur Court, Suite 1170 Newport Beach, California 92660 Re: Nationwide Health Properties, Inc. Form S-8 Registration Statement ------------------------------- Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by you with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 800,000 shares of Common Stock, $0.10 par value (the "Shares"), of Nationwide Health Properties, Inc., a Maryland corporation (the "Corporation") issuable pursuant to its 1989 Stock Option Plan, as amended (the "Plan"). We are familiar with the proceedings taken and proposed to be taken by you in connection with the authorization and proposed issuance and sale of the Shares. It is our opinion that, subject to said proceedings being duly taken and completed by you as now contemplated prior to the issuance of the Shares, the Shares will, upon issuance and sale thereof in the manner referred to in the Registration Statement and the Plan, be legally and validly issued, fully paid and nonassessable shares of Common Stock of the Corporation. We consent to your filing this opinion as an exhibit to the Registration Statement. Respectfully submitted, EX-23.1 3 CONSENT - ARTHUR ANDERSEN EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 31, 1996 included in Nationwide Health Properties, Inc.'s Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Orange County, California January 23, 1997 -----END PRIVACY-ENHANCED MESSAGE-----