UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 000-53206
GRUBB & ELLIS HEALTHCARE REIT, INC.
(Exact name of registrant as specified in its charter)
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| Maryland
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20-4738467 |
| (State or other jurisdiction of
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(I.R.S. Employer |
| incorporation or organization)
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Identification No.) |
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| 1551 N. Tustin Avenue, Suite 300
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92705 |
| Santa Ana, California
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(Zip Code) |
| (Address of principal executive offices) |
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Registrant’s telephone number, including area code: (714) 667-8252
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class |
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Name of Each Exchange on Which Registered |
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None |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer
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Accelerated filer o |
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Non-accelerated filer
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(Do not check if a smaller reporting company) |
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Smaller reporting company o |
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes o No þ
As of
June 30, 2007, the last business day of the registrant’s most recently completed second
fiscal quarter, there were 10,523,026 shares of common stock outstanding held by non-affiliates of
the registrant. No established market exists for the registrant’s shares of common stock.
As of
March 14, 2008, there were 26,440,418 shares of common stock of Grubb & Ellis Healthcare
REIT, Inc. outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
EXPLANATORY NOTE
We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the year ended
December 31, 2007, as filed with the Securities and Exchange
Commission, or the SEC, on March 25, 2008,
in order to revise the Chief Financial Officer certification originally filed as Exhibit 31.2,
which inadvertently omitted certain language required to be included.
This Form 10-K/A is limited in scope to the item identified above and should be read in
conjunction with the Form 10-K and our other filings with the SEC.
The Form 10-K/A does not reflect events occurring after the filing of the Form 10-K or modify
or update those disclosures affected by subsequent events. Consequently, all other information is
unchanged and reflects the disclosures made at the time of the filing of the Form 10-K.