Post-Effective Amendment No. 1 to Form S-3 for Nationwide Health Properties, Inc

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