Form 8-K

 

 

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 10, 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 (see General Instruction A.2. below):

 

¨ 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 8.01 Other Events

On November 10, 2009, Nationwide Health Properties, Inc. (the “Company”) filed a prospectus supplement to its Registration Statement on Form S-3ASR (File No. 333-142643) relating to the Company’s possible issuance of up to 300,000 shares of the Company’s common stock in exchange for up to 157,640 Class A Partnership Units of NHP/PMB L.P. issued on October 31, 2008, which may be tendered for redemption in accordance with the agreement of limited partnership of NHP/PMB L.P. In connection therewith, the Company is filing as exhibits to this report the opinion of Venable LLP with respect to the validity of the shares of common stock that may be so issued, and the opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to certain tax matters.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.

  

Description

5.1    Opinion of Venable LLP
8.1    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1    Consent of Venable LLP (included in Exhibit 5.1)
23.2    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1)


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: November 10, 2009

  By:   /s/ Abdo H. Khoury
   

Name:

  Abdo H. Khoury
   

Title:

  Executive Vice President and Chief Financial & Portfolio Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

5.1    Opinion of Venable LLP
8.1    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1    Consent of Venable LLP (included in Exhibit 5.1)
23.2    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1)