As filed with the Securities and Exchange Commission on July 13, 2005
Registration No. _____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDICAL PROPERTIES TRUST, INC.
(Exact name of Registrant, as specified in its charter)
MARYLAND 20-0191742
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 URBAN CENTER DRIVE, SUITE 501
BIRMINGHAM, ALABAMA 35242
(Address of principal executive offices)
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AMENDED AND RESTATED MEDICAL PROPERTIES TRUST, INC.
2004 EQUITY INCENTIVE PLAN
(Full title of the plan)
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EDWARD K. ALDAG, JR. (With a copy to:)
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER THOMAS O. KOLB
1000 URBAN CENTER DRIVE, SUITE 501 B.G. MINISMAN, JR.
BIRMINGHAM, ALABAMA 35242 BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C.
(Name and address of agent for service) SUITE 1600
(205) 969-3755 420 20TH STREET NORTH
(Telephone number, including area code, of agent for service) BIRMINGHAM, ALABAMA 35203
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE PRICE (2) FEE
---------- ------------- --------- --------- ------------
Common Stock, $.001 par value 709,180 shares $10.92 $7,744,246 $912
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall also cover any additional
shares of the Company's Common Stock that become issuable under the above-named
plan by reason of any stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act on the basis of $10.92
per share, the average of the high and low prices of the Common Stock as quoted
on the New York Stock Exchange on July 8, 2005.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to the participants in
the Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive
Plan as specified under Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not required to be, and are
not being, filed by Medical Properties Trust, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission"), either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. Such documents, together with the documents
incorporated by reference herein pursuant to Item 3 of Part II of this
Registration Statement on Form S-8, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company pursuant to the
requirements of the Securities Act and the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated by reference into this Registration Statement:
(a) The Company's prospectus filed pursuant to Rule 424(b) of the
Securities Act, as filed with the Commission on July 8, 2005, relating to the
Registration Statement on Form S-11, as amended (File No. 333-119957); and
(b) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on July 5, 2005.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment indicating that all securities offered by this
Registration Statement have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be part thereof from the date of filing of such
documents.
Any statement made in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Maryland General Corporation Law ("MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from actual receipt of an improper benefit or
profit in money, property or services or active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
Company's charter limits the personal liability of its directors and officers
for monetary damages to the fullest extent permitted under current Maryland law,
and its charter and bylaws provide that a director or officer shall be
indemnified to the fullest extent required or permitted by Maryland law from and
against any claim or liability to which such director or officer may become
subject by reason of his or her status as a director or officer of the Company.
Maryland law allows directors and officers to be indemnified against judgments,
penalties, fines, settlements, and expenses actually incurred in connection with
any proceeding to which they may be made a party by reason of their service on
those or other capacities unless the following can be established:
o the act or omission of the director or officer was material to
the cause of action adjudicated in the proceeding and was
committed in bad faith or was the result of active and deliberate
dishonesty;
o the director or officer actually received an improper personal
benefit in money, property or services; or
o with respect to any criminal proceeding, the director or officer
had reasonable cause to believe his or her act or omission was
unlawful.
The MGCL requires a corporation (unless its charter provides otherwise,
which the Company's charter does not) to indemnify a director or officer who has
been successful on the merits or otherwise, in the defense of any claim to which
he or she is made a party by reason of his or her service in that capacity.
However, under the MGCL, a Maryland corporation may not indemnify for
an adverse judgment in a suit by or in the right of the corporation or for a
judgment of liability on the basis that personal benefit was improperly
received, unless in either case a court orders indemnification and then only for
expenses. In addition, the MGCL permits a corporation to advance reasonable
expenses to a director or officer upon the corporation's receipt of:
o a written affirmation by the director or officer of his or her
good faith belief that he or she has met the standard of conduct
necessary for indemnification by the corporation; and
o a written undertaking by the director or on the director's behalf
to repay the amount paid or reimbursed by the corporation if it
is ultimately determined that the director did not meet the
standard of conduct.
The Company's charter authorizes it to obligate itself to indemnify and
its bylaws do obligate it, to the fullest extent permitted by Maryland law in
effect from time to time, to indemnify and, without requiring a preliminary
determination of the ultimate entitlement to indemnification, pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to:
o any present or former director or officer who is made a party to
the proceeding by reason of his or her service in that capacity;
or
o any individual who, while a director or officer of the Company
and at its request, serves or has served another corporation,
real estate investment trust, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director,
officer, partner or trustee of such corporation, real estate
investment trust, partnership, joint venture, trust, employee
benefit plan or other enterprise and who is made a party to the
proceeding by reason of his or her service in that capacity.
The Company's charter and bylaws also permit it to indemnify and
advance expenses to any person who served a predecessor of the Company in any of
the capacities described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
4.1 Amended and Restated 2004 Equity Incentive Plan,
incorporated by reference to Exhibit 10.2 to the
Registration Statement on Form S-11 as filed with the
Commission ("SEC") on October 26, 2004, as amended (SEC File
No. 333-119957)(such registration statement, the "Form
S-11")
4.2 Form of Common Stock Certificate, incorporated by reference
to Exhibit 4.1 to the Form S-11
5.1 Opinion and Consent of Baker, Donelson, Bearman, Caldwell &
Berkowitz, P.C.
23.1 Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz,
P.C., contained in Exhibit 5.1
23.2 Consent of KPMG, LLP
23.3 Consent of Parente Randolph, LLC
24 Power of Attorney, included on signature page
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes :
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of the securities offered would not exceed what
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that sections (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of this offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit, or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama on July 13, 2005.
MEDICAL PROPERTIES TRUST, INC.
By: /s/ R. Steven Hamner
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R. Steven Hamner
Executive Vice President,
Chief Financial Officer
and Director
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Edward K. Aldag, Jr. and R. Steven Hamner, and each of them his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he might or could
do in person thereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ Edward K. Aldag, Jr. Director, Chairman of the Board, July 13, 2005
------------------------------------ President and Chief Executive Officer
Edward K. Aldag, Jr.
/s/ R. Steven Hamner Director, Executive Vice President July 13, 2005
------------------------------------ and Chief Financial Officer
R. Steven Hamner
Director
------------------------------------
Virginia A. Clarke
/s/ G. Steven Dawson Director July 13, 2005
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G. Steven Dawson
/s/ Bryan L. Gooslby Director July 13, 2005
------------------------------------
Bryan L. Gooslby
/s/ Robert E. Holmes, Ph.D. Director July 13, 2005
------------------------------------
Robert E. Holmes, Ph.D.
/s/ William G. McKenzie Director July 13, 2005
------------------------------------
William G. McKenzie
/s/ L. Glenn Orr, Jr. Director July 13, 2005
------------------------------------
L. Glenn Orr, Jr.
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Amended and Restated 2004 Equity Incentive Plan,
incorporated by reference to Exhibit 10.2 to the
Registration Statement on Form S-11 as filed with the
Commission ("SEC") on October 26, 2004, as amended (SEC File
No. 333-119957)(such registration statement, the "Form
S-11")
4.2 Form of Common Stock Certificate, incorporated by reference
to Exhibit 4.1 to the Form S-11
5.1 Opinion and Consent of Baker, Donelson, Bearman, Caldwell &
Berkowitz, P.C.
23.1 Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz,
P.C., contained in Exhibit 5.1
23.2 Consent of KPMG, LLP
23.3 Consent of Parente Randolph, LLC
24 Power of Attorney, included on signature page