UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 31, 2008 (December 29, 2008)
HEALTHCARE REALTY TRUST INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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| MARYLAND
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001-11852
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62-1507028 |
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| (State or other jurisdiction
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(Commission File
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(I.R.S. Employer |
| of incorporation)
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Number)
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Identification No.) |
3310 West End Ave. Suite 700 Nashville, Tennessee 37203
(Address of principal executive offices) (Zip Code)
(615) 269-8175
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement 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 December 31, 2008, the Compensation Committee of the Board of Directors of the Company
adopted an amendment to the Company’s 1995 Restricted Stock Plan for Non-Employee Directors. The
amendment provides non-employee directors the opportunity to defer vesting of their restricted
stock awards until their “separation from service,” as defined under Internal Revenue Code Section
409A (“Section 409A”) and further amends the plan to bring it in compliance with Section 409A. The amendment also revises the annual grant of restricted stock to
non-employee directors to provide that each director will receive an
annual grant of restricted
stock worth $76,000 on the grant date. Previously, each non-employee director received an annual
grant of 2,000 shares of restricted stock.
A copy of the amendment to the 1995 Restricted Stock Plan for Non-Employee
Directors is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.
On December 31, 2008, the Compensation Committee restated the Company’s Retirement Plan for
Outside Directors to bring the plan into compliance with Section 409A. The restatement also
provides the non-employee directors with the option of electing to receive their retirement
benefits in a single lump sum upon retirement, rather than in the form of installment payments. A
copy of the Amended and Restated Retirement Plan for Outside Directors is filed as Exhibit 1.2 to
this Form 8-K and is incorporated herein by reference.
On December 31, 2008, the Company entered into a Controlled Equity Offering Sales Agreement
with Cantor Fitzgerald & Co. to sell up to 2,600,000 shares of its common stock from time to time
through an at-the-market equity offering program under which Cantor Fitzgerald & Co. will act as
agent and/or principal. Sales also may be made pursuant to negotiated
transactions from time to time. The Sales Agreement is subject to
customary terms and conditions. A copy of the Sales Agreement is filed as Exhibit 1.3 to this Form 8-K and
is incorporated herein by reference.
The
disclosure under this Item 1.01 is not an offer to sell, nor a
solicitation of an offer to buy securities, nor shall there be any
sales of these securities in any state or jurisdiction in which the
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such state
or jurisdiction. An offering, if any, will be made solely by means of
a prospectus supplement and an accompanying prospectus under the
company’s automatic shelf registration statement on Form S-3
(Registration No.333-150884) after the filing of the financial
statements referred to in Item 2.01 below are filed.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 29, 2008, the Company acquired a portfolio of 15 medical office buildings from The
Charlotte-Mecklenburg Hospital Authority and certain of its affiliates (collectively, “CHS”) for
approximately $162.1 million. The portfolio includes nearly 765,000 square feet of on and off
campus properties which are located in or around Charlotte, North Carolina and are over 90%
occupied. CHS signed approximately 75 leases at closing, representing approximately 71% of the
rentable square feet in the portfolio. These CHS leases have staggered lease terms with the
weighted average being approximately 10 years. CHS is the third largest public health system in the
United States and owns, leases and manages approximately 23 hospitals, and operates approximately
5,000 patient beds. The weighted average remaining lease terms for the non-CHS portion of leased
space is approximately 5 years.
The audited financial statements of the real estate operations acquired and the related pro
forma financial statements are not included in this report. In accordance with Rule 3-14 and
Article 11 of Regulation S-X of the Securities and Exchange Commission, the Company will provide
audited combined historical summaries of revenues and certain direct operating expenses and
unaudited pro forma condensed consolidated financial statements relating to the properties
discussed above. The Company will file such financial information by
amendment to this
Form 8-K
within 71 calendar days of the date of this report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On December 31, 2008, the Company restated its Amended and Restated Executive Retirement Plan
to freeze the maximum annual benefits payable under the plan. The plan was also amended to bring
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it into compliance with Section 409A. Under the restated plan, the maximum annual benefit
payable to any participant is $896,000. This revision has resulted in a curtailment of benefits
under the retirement plan for the Company’s chief executive officer, David R. Emery. In
consideration of the curtailment and as partial settlement of benefits under the retirement plan,
which is expected to result in a net reduction to pension expense for
the Company of approximately $5 million over the next six years,
a one-time cash payment of $2.3 million will be made to Mr. Emery in early 2009. In
connection with the partial settlement, Mr. Emery has agreed to receive his remaining retirement benefits
under the plan in installment payments, rather than in a lump sum. A copy of the Second Amended and
Restated Executive Retirement Plan is filed as Exhibit 5.02 to this Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
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(d) |
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Exhibits |
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1.1 |
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Amendment to Healthcare
Realty Trust Incorporated 1995 Restricted Stock Plan for Non-Employee Directors. |
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1.2 |
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Amended and Restated
Retirement Plan for Outside Directors. |
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1.3 |
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Controlled Equity Offering Sales Agreement, dated as of December 31, 2008,
between Healthcare Realty Trust Incorporated and Cantor Fitzgerald & Co. |
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5.02 |
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Second Amended and Restated Executive Retirement Plan. |
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