<PAGE>
As filed with the Securities and Exchange Commission on January 28, 1997.
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
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.)
4675 MacArthur Court, Suite 1170, Newport Beach, California 92660
(Address of principal executive offices)
NATIONWIDE HEALTH PROPERTIES, INC.
1989 STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
R. Bruce Andrews
Chief Executive Officer and President
Nationwide Health Properties, Inc.
4675 MacArthur Court, Suite 1170
Newport Beach, California 92660
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service: (714) 251-1211
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit(2) price(2) fee(2)
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 800,000 $22.75 $18,200,000 $5,515
par value $0.10/(1)/ shares
- ------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, other rights to purchase the shares of Common
Stock covered by the Prospectus.
(2) Calculated pursuant to Rule 457(c), based on the average of the high and low
prices of the Common Stock on the New York Stock Exchange on January 21,
1997.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Pursuant to General Instruction E of Form S-8, the Registration
Statement No. 33-35276 on Form S-8 of the registrant filed with the Securities
and Exchange Commission on June 7, 1990, relating to the registrant's 1989 Stock
Option Plan, is hereby incorporated by this reference.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act") may be permitted to directors, officers and
controlling persons of the registrant, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange 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.
2
<PAGE>
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on January 28,
1997.
By: /s/ R. Bruce Andrews
------------------------------
R. Bruce Andrews,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints R.
Bruce Andrews and Mark L. Desmond, his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective 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, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Milton J. Brock, Jr. Chairman of the Board and Director January 28, 1997
- ---------------------------
Milton J. Brock, Jr.
/s/ R. Bruce Andrews President, Chief Executive Officer and January 28, 1997
- --------------------------- Director (Principal executive officer)
R. Bruce Andrews
/s/ Mark L. Desmond Senior Vice President and Chief January 28, 1997
- --------------------------- Financial Officer (Principal financial
Mark L. Desmond and accounting officer)
/s/ David R. Banks Director January 28, 1997
- ---------------------------
David R. Banks
/s/ Sam A. Brooks Director January 28, 1997
- ---------------------------
Sam A. Brooks
/s/ Jack D. Samuelson Director January 28, 1997
- ---------------------------
Jack D. Samuelson
/s/ Charles D. Miller Director January 28, 1997
- ---------------------------
Charles D. Miller
</TABLE>
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially Numbered
------- ---------------------
Number Description Page
------- ----------- ----
<S> <C> <C>
5.1 Opinion of O'Melveny & Myers LLP 5
23.1 Consent of Arthur Andersen LLP 6
23.2 Consent of Counsel (included in Exhibit 5.1) 5
24.1 Power of Attorney (included at page 3) 3
</TABLE>
4
<PAGE>
EXHIBIT 5.1
January
28th
1 9 9 7
614,055-999
NB1-296096.V1
Nationwide Health Properties, Inc.
4675 MacArthur Court, Suite 1170
Newport Beach, California 92660
Re: Nationwide Health Properties, Inc.
Form S-8 Registration Statement
-------------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of 800,000 shares of Common Stock, $0.10 par value (the
"Shares"), of Nationwide Health Properties, Inc., a Maryland corporation (the
"Corporation") issuable pursuant to its 1989 Stock Option Plan, as amended (the
"Plan"). We are familiar with the proceedings taken and proposed to be taken by
you in connection with the authorization and proposed issuance and sale of the
Shares.
It is our opinion that, subject to said proceedings being duly taken
and completed by you as now contemplated prior to the issuance of the Shares,
the Shares will, upon issuance and sale thereof in the manner referred to in the
Registration Statement and the Plan, be legally and validly issued, fully paid
and nonassessable shares of Common Stock of the Corporation.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 31, 1996
included in Nationwide Health Properties, Inc.'s Form 10-K for the year ended
December 31, 1995 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Orange County, California
January 23, 1997
