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) January 29, 2009
Health Care REIT, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-8923
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34-1096634 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| One SeaGate, Suite 1500, Toledo, Ohio
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43604 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (419) 247-2800
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On January 29, 2009, Health Care REIT, Inc. (the “Company”) announced the pricing of an offering of
5,500,000 shares of common stock of the Company. The press release is available on the Company’s
website (www.hcreit.com) under the heading News & Events. A copy of the press release has been
furnished as Exhibit 99.1 to this Current Report.
All information in the press release is furnished and shall not be deemed “filed” with the
Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of
1934, or otherwise be subject to the liability of that Section, and shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Company specifically incorporated it by reference.
Item 8.01 Other Events.
On January 29, 2009, in connection with the Company’s Registration Statement on Form S-3 (File No.
333-134082), effective May 12, 2006, the Company entered into an Underwriting Agreement with
Deutsche Bank Securities Inc. and UBS Securities LLC, as representatives of the several
underwriters, for an offering of 5,500,000 shares of common stock of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Underwriting Agreement |
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| 5 |
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Opinion of Shumaker, Loop & Kendrick, LLP |
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Tax Opinion of Arnold & Porter LLP |
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Consent of Shumaker, Loop & Kendrick LLP to the use of their opinion as an exhibit to this
Form 8-K is included in their opinion filed herewith as Exhibit 5 |
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| 99.1 |
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Press release dated January 29, 2009 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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HEALTH CARE REIT, INC. |
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By: /s/ GEORGE L. CHAPMAN |
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George L. Chapman
Its: Chairman of the Board
and Chief Executive Officer |
Dated: January 30, 2009