As filed with the Securities and Exchange Commission on February 4, 2004
Registration No. 333-94845
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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.) |
610 Newport Center Drive, Suite 1150
Newport Beach, California 92660-6429
(949) 718-4400
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive Offices)
R. Bruce Andrews
President and Chief Executive Officer
Nationwide Health Properties, Inc.
610 Newport Center Drive, Suite 1150
Newport Beach, California 92660-6429
(949) 718-4400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy To:
Gary J. Singer, Esq.
Brandi R. Steege, Esq.
O’Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, CA 92660-6429
(949) 760-9600
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ¨
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
Deregistration of Securities
Nationwide Health Properties, Inc. (the “Company”) registered 201,190 shares of its common stock (the “Shares”) pursuant to its Registration Statement on Form S-3 (File No. 333-94845) filed on January 18, 2000 and declared effective on February 2, 2000 (the “Registration Statement”). The Shares were registered to permit resales of the Shares by certain selling stockholders named in the Registration Statement. The selling stockholders sold an aggregate of 36,000 Shares. The Company is seeking to deregister 165,190 Shares that were not sold because the Company’s obligation to maintain the registration of those Shares has expired. By filing this Post-Effective Amendment No. 1 to the Registration Statement, the Company hereby removes from registration 165,190 Shares that were not sold, as described above. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of the Shares which remain unsold.
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-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on the 28th day of January, 2004.
| NATIONWIDE HEALTH PROPERTIES, INC. | ||
| By: | /s/ R. Bruce Andrews | |
| R. Bruce Andrews President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Charles D. Miller Charles D. Miller |
Chairman and Director | January 28, 2004 | ||
| /s/ R. Bruce Andrews R. Bruce Andrews |
President, Chief Executive Officer and Director (principal executive officer) | January 28, 2004 | ||
| /s/ Mark L. Desmond Mark L. Desmond |
Senior Vice President and Chief Financial Officer (principal financial and accounting officer) | January 28, 2004 | ||
| /s/ David R. Banks David R. Banks |
Director | January 28, 2004 | ||
| /s/ William K. Doyle William K. Doyle |
Director | January 28, 2004 | ||
| /s/ Douglas M. Pasquale Douglas M. Pasquale |
Director | January 28, 2004 | ||
| /s/ Robert D. Paulson Robert D. Paulson |
Director | January 28, 2004 | ||
| /s/ Keith P. Russell Keith P. Russell |
Director | January 28, 2004 | ||
| /s/ Jack D. Samuelson Jack D. Samuelson |
Director | January 28, 2004 | ||