<PAGE> 1
As filed with the Securities and Exchange Commission on June 26, 1998
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIVERSAL HEALTH REALTY INCOME TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 23-6858580
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
UNIVERSAL CORPORATE CENTER
367 SOUTH GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406-0958
(610) 265-0688
(Address, including zip code and telephone number, including
area code of registrant's principal executive offices)
UNIVERSAL HEALTH REALTY INCOME TRUST
1997 INCENTIVE PLAN
(full title of the plan)
ALAN B. MILLER
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
UNIVERSAL HEALTH REALTY INCOME TRUST
UNIVERSAL CORPORATE CENTER
367 SOUTH GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406-0958
(610) 265-0688
(Name, address, including zip code and telephone number,
including area code, of agent for service)
<PAGE> 2
Copies of all communications, including all communications sent to the agent for
service should be sent to:
ANTHONY PANTALEONI, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================== ======================= ====================== ========================= =======================
Proposed maximum Proposed maximum
offering price per aggregate offering Amount of
Title of Securities to Amount to be unit price (1) registration fee
be registered registered
========================== ======================= ====================== ========================= =======================
<S> <C> <C> <C> <C>
Shares of Beneficial
Interest, $.01 par
value per share........ 400,000 shares (1) $7,610,546.875 $2,579.85
============================ ====================== ====================== ======================= ========================
</TABLE>
(1) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee and is the sum of (i) the aggregate
exercise price, $1,357,343.75, of the 72,500 options for which the
exercise price has been established and (ii) the product resulting from
multiplying 327,500, the number of shares issuable upon exercising
options for which the exercise price is not known, registered by this
Registration Statement under the Universal Health Realty Income Trust
1997 Incentive Plan by $19.09375, the average of the high and low
prices of the Shares of Beneficial Interest as reported on the New York
Stock Exchange on June 23, 1998, within five business days prior to
June 26, 1998.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Universal Health Realty
Income Trust (the "Trust") are incorporated herein by reference:
(i) The Trust's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.
(ii) The Trust's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
In addition to the foregoing, all documents subsequently filed
by the Trust pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment indicating that all of the securities offered
hereunder have been sold or deregistering all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference in this
Registration Statement 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 subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
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
The legality of the Shares of Beneficial Interest offered
hereby has been passed on for the Trust by Fulbright & Jaworski L.L.P., 666
Fifth Avenue, New York, New York 10103. Members of Fulbright & Jaworski
L.L.P.hold less than 1% of the Shares of Beneficial Interest of the Trust.
<PAGE> 4
Item 6. INDEMNIFICATION OF TRUSTEES AND OFFICERS
Section 2-418 of the Maryland General Corporation Law permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. Section 4.3 and
Section 4.5 of the Trust's Declaration of Trust contain provisions for the
indemnification of trustees, officers and employees within the limitations
permitted by Section 2-418.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
4.1 -- Universal Health Realty Income Trust 1997
Incentive Plan
5 -- Opinion of Fulbright & Jaworski L.L.P.
24(a) -- Consent of Arthur Andersen LLP
24(b) -- Consent of Fulbright & Jaworski L.L.P.
(included in Exhibit 5)
25 -- Power of Attorney (included in 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 this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no
<PAGE> 5
more than 20% 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
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3 or Form S-8, and 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 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(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
the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the 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 of 1933 may be permitted to
trustees, 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 Securities and Exchange Commission
such indemnification is against public policy as
expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or
paid by a trustee,
<PAGE> 6
officer, or controlling person of the registrant in
the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer, or
controlling person of the registrant 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 Securities Act of 1933 and
will be governed by the final adjudication of such
issue.
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 King of Prussia, Pennsylvania on June 23, 1998.
Universal Health Realty Income Trust
By:/s/ Alan B. Miller
(Alan B. Miller, Chairman of the
Board and CEO)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alan B. Miller and Kirk E. Gorman as his
true and lawful attorneys-in-fact and agents, each acting alone, 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, including post-effective amendments, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, 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, and hereby ratifies
and confirms all that said attorneys-in-fact and agents, each acting alone, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
<PAGE> 8
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Alan B. Miller Chairman of the Board, June 23, 1998
---------------------------- Chief Executive Officer,
(Alan B. Miller) Principal Executive Officer
and Trustee
/s/ Kirk E. Gorman President, Secretary, Chief
---------------------------- Financial Officer June 23, 1998
(Kirk E. Gorman) and Trustee
/s/ Peter Linneman Trustee June 23, 1998
----------------------------
(Peter Linneman)
/s/ Daniel M. Cain Trustee June 23, 1998
---------------------------
(Daniel M. Cain)
/s/ Myles H. Tanenbaum Trustee June 23, 1998
----------------------------
(Myles H. Tanenbaum)
/s/ Michael R. Walker Trustee June 23, 1998
----------------------------
(Michael R. Walker)
/s/ James E. Dalton, Jr. Trustee June 23, 1998
----------------------------
(James E. Dalton, Jr.)
</TABLE>
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
4.1 Universal Health Realty Income Trust 1997 Incentive Plan
5 Opinion of Fulbright & Jaworski L.L.P.
24(a) Consent of Arthur Andersen LLP
24(b) Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5)
25 Power of Attorney (see signature page)
</TABLE>
<PAGE> 1
EXHIBIT 4.1
UNIVERSAL HEALTH REALTY INCOME TRUST
1997 INCENTIVE PLAN
1. Purposes. The Universal Health Realty Income Trust 1997 Incentive Plan
(the "Plan") is intended to provide a method whereby employees of Universal
Health Realty Income Trust (the "Trust"), including officers, directors,
consultants and other people who are responsible for the management and growth
of the business and who are presently making and are expected to continue making
substantial contributions to the successful management and growth of the Trust,
may be offered incentives in addition to those presently available and may be
stimulated to personal involvement in the fortunes of the Trust to continue in
the service of the Trust, thereby advancing the interests of the Trust and its
shareholders. Accordingly, the Trust may, from time to time, grant to such
employees, as may be selected in the manner hereinafter provided, on the terms
and conditions hereinafter established, (i) options (each, an "Option") to
purchase shares of the beneficial interest, par value $.01 per share, of the
Trust (the "Shares"), including incentive stock options (each, an "ISO") within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended from
time to time, and any successor statute (the "Code"), (ii) dividend equivalent
rights with respect to Shares (each, a "DER") or (iii) any combination thereof.
Each such grant shall hereinafter be referred to as an "Award."
2. Administration of the Plan. The Plan shall be administered by the Board
of Trustees of the Trust (the "Board"). Subject to the provisions of the Plan,
the Board is authorized to make all determinations and to take all actions
necessary or advisable for the administration of the Plan, including determining
the persons to whom Awards are to be granted and the types and combinations of
Awards to be granted.
The interpretation and construction by the Board of any provisions of the
Plan or of any agreement or of other matters related to the Plan shall be final.
The Board may from time to time adopt such rules and regulations for carrying
out the Plan as it may deem best. No member of the Board shall be liable for any
action or determination made in good faith with respect to the Plan.
3. Stock Subject to the Plan. The Shares to be issued under the Plan shall
be made available either from authorized but unissued Shares or from Shares
reacquired by the Trust, including Shares purchased in the open market.
Awards and Shares issued under the Plan shall be subject to the terms,
conditions and restrictions specified in the Plan and to such other terms,
conditions and restrictions as the Board may provide.
Subject to the provisions of the succeeding paragraphs of this Section 3,
the aggregate number of Shares which may be issued with respect to Awards under
the Plan shall not exceed 400,000 Shares of the Trust. For purposes of this
Section 3 and Section 5, each outstanding DER shall be deemed to have been
issued with respect to one Share, and such Share shall be counted against the
maximum number of Shares available under the Plan.
If, prior to the termination of the Plan, Awards issued under the Plan
shall be terminated or canceled by the Trust pursuant to the provisions hereof,
such Shares shall again become available for issuance under the Plan.
In the event that the number of outstanding Shares shall be changed by
reason of split-ups, combinations of shares, recapitalizations or stock
dividends, the number of Shares which may thereafter be available under the
Plan, the number of Shares covered by outstanding Options, the exercise prices
of Options and the number of Shares with respect to which DERs were granted will
be appropriately adjusted as determined by the Board so as to reflect any such
change, which determination shall be conclusive. In the case of a merger, sale
of
<PAGE> 2
assets or similar transaction which results in a replacement of the Shares with
stock of another corporation, the Trust will make a reasonable effort, but shall
not be required, to replace any outstanding Awards granted under the Plan with
comparable Awards or will provide for immediate maturity of all outstanding
Awards, with all Awards not being exercised within the time period specified by
the Board being terminated.
4. Issuance of Shares. Shares issued under the Plan may be issued for such
lawful consideration as shall be determined by the Board.
5. Eligibility for Grants. Awards may be granted under the Plan to
employees of the Trust. The term "employees" shall include officers, directors
and consultants who need not be full-time employees of the Trust, as well as
other persons who are determined by the Board to be making and/or are expected
to continue to make substantial contributions to the Trust by providing services
to the Trust, provided that only employees as determined pursuant to the Code
may be granted ISOs.
Subject to the provisions of the Plan, the Board shall have exclusive
authority, among other things, to select the employees who are to participate in
the Plan, to determine the Awards, if any, to be granted to each employee, to
determine the Shares to be covered by each Award granted, to determine the time
or times when Awards shall be exercisable and the restrictions, if any, which
may apply to Awards or Shares acquired thereunder, and to prescribe the form of
Awards granted under the Plan; provided, however, that Awards covering no more
than 100,000 Shares may be granted to any one employee per annum.
6. Termination of Employment. In the event that the holder of an Award
granted pursuant to the Plan shall cease to be employed by, or provide services
to, the Trust for any reason, any Awards granted to such person pursuant to the
Plan shall (unless the Board determines otherwise) terminate simultaneously with
the termination of employment or the cessation of services.
No Awards granted under the Plan shall confer upon any employee to whom an
Award is granted the right to continue in the employment of, or as a consultant
to, the Trust or affect the right of the Trust to terminate any employee's
employment at any time.
7. Non-Transferability of Awards. No Award under the Plan shall be sold,
assigned, pledged, encumbered or otherwise transferred by the employee who is
granted such Award unless the Board determines otherwise.
8. Options. The Board may grant to any eligible employee Options either in
combination with DERs or as a separate Award under the Plan. Each Option shall
entitle the employee to an option to purchase Shares on terms and conditions to
be determined by the Board. The Board shall specify whether such Option is an
ISO or a nonqualified stock option (each, a "NQO"). To the extent that any
Option does not qualify as an ISO (whether because of its provisions or the time
or manner of its exercise or otherwise), such Option or the portion thereof
which does not so qualify shall constitute a separate NQO.
The exercise price of the Shares covered by each Option shall be determined
by the Board; provided, however, that the exercise price of an ISO shall not be
less than one hundred percent (100%) of the fair market value of the Shares on
the date of grant; and provided, further, that the exercise price of an ISO
granted to an employee owning more than ten percent (10%) of the total combined
voting power of the Trust (a "10% Holder") shall not be less than one hundred
ten percent (110%) of the fair market value of the Shares on the date of grant.
The term of each Option shall be determined by the Board; provided,
however, that each ISO shall expire no later than ten (10) years after the date
of grant; and provided, further, that each ISO granted to a 10% Holder shall
expire no later than five (5) years after the date of grant.
<PAGE> 3
An employee electing to exercise an Option under the Plan shall give
written notice to the Trust in person or by first class mail, postage prepaid,
of such election and of the number of Shares the employee has elected to
acquire. The exercise price of an Option under the Plan may be paid in cash, by
check, in Shares, or any combination thereof, or, in the Board's discretion, in
the form of a promissory note. If Shares are tendered as payment of the Option
exercise price, the value of such Shares shall be their fair market value as of
the date of exercise which shall be determined at the close of business on the
date preceding such exercise. If such tender would result in the issuance of
fractional Shares, the Trust shall instead round to the nearest whole Share.
Notices of exercise shall be accompanied by payment of the full purchase price
of such Shares in cash or by check or Shares (which Shares may be constructively
tendered under such procedures as may be set out by the Board). Each notice to
the Trust shall be addressed to it at its principal office at 367 South Gulph
Road, King of Prussia, Pennsylvania 19406, Attention: Secretary, or such other
address as the Trust shall furnish to the employee. Until the employee's written
notice and payment have been received by the Trust, the employee shall possess
no shareholder rights with respect to the Shares issued upon the exercise.
9. Dividend Equivalent Rights. The Board may grant to any eligible
employee DERs either in combination with an Option or as a separate Award under
the Plan on terms and conditions determined by the Board. On a dividend payment
date for the Shares, each employee with an outstanding DER shall be credited
with an amount equal to the cash or stock dividends or other distributions that
would have been received had the Shares covered by the Award been issued and
outstanding on the dividend record date related to such dividend.
The Board shall determine at the time of grant whether payment pursuant to
a DER shall be immediate or deferred and if immediate, the Trust shall make
payments pursuant to each DER concurrently with the payment of the quarterly
dividend to holders of Shares. If deferred, the payment shall not be made until
a date or the occurrence of an event specified by the Board and then shall be
made within 30 days after the occurrence of the specified date or event, unless
the right is forfeited under the terms of the Plan or applicable award grant.
With respect to DERs granted in combination with an Option, at the time of
the exercise of such Option, the employee will be required to settle such DERs.
The Board shall determine at the time of grant whether, at the employee's
election, any payment to be made to the employee upon settlement of a DER
concurrently with the exercise of an Option may be offset against the exercise
price of the Option. In the event of the expiration of an Option granted in
combination with a DER, the employee shall nevertheless be entitled to settle
such DER immediately following such expiration in accordance with the Plan.
Notwithstanding anything to the contrary contained herein, neither the
Board nor the Trust shall be obligated to declare or pay dividends of any kind.
10. Amendments to the Plan. The Board may at any time alter, amend,
suspend or terminate or from time to time modify the Plan; provided, however,
that no such action shall impair any Awards theretofore granted under the Plan;
and provided, further, that no such modification without the approval of
shareholders of the Trust representing at least the majority of the votes of the
Trust represented and voting at a duly held meeting shall:
(a) increase the maximum number of Shares which may be issued under
the Plan in the aggregate; or
(b) extend the period during which Awards may be granted under the
Plan.
<PAGE> 4
11. Successors and Assigns. The provisions of the Plan shall be binding
upon all successors and assigns of an employee granted Awards or acquiring
Shares under the Plan, including, without limitation, the estate of any such
employee and the executors, administrators or trustees of such estate, and any
receiver, trustee in bankruptcy or representative of the creditors of any such
employee.
12. Effective Date and Termination Date of the Plan. The Plan shall become
effective as of June 23, 1997, but subject, nevertheless, to (a) approval, if
required, by the shareholders representing at least a majority of the votes of
the Trust at a duly constituted meeting of shareholders, or by such greater
percentage as may from time to time be required, under the laws of the State of
Maryland and applicable rules or regulations of the New York Stock Exchange, and
(b) approvals, if required, of any other public authorities. The Plan shall
terminate on June 22, 2007; provided, however, that Awards granted on or before
such date shall remain exercisable, in accordance with their respective terms,
after the termination of the Plan.
<PAGE> 1
EXHIBIT 5
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
June 26, 1998
Universal Health Realty Income Trust
Universal Corporate Center
367 South Gulph Road
King of Prussia, Pennsylvania 19406-0958
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on behalf
of Universal Health Realty Income Trust (the "Trust"), relating to 400,000
shares of the Trust's Shares of Beneficial Interest, $.01 par value per share
(the "Shares"), to be issued under the Trust's 1997 Incentive Plan (the "Plan").
As counsel for the Trust, we have examined such corporate
records, other documents, and such questions of law as we have considered
necessary or appropriate for the purposes of this opinion and, upon the basis of
such examination, advise you that in our opinion, all necessary corporate
proceedings by the Trust have been duly taken to authorize the issuance of the
Shares pursuant to the Plan and that the Shares being registered pursuant to the
Registration Statement, when issued under the Plan in accordance with the terms
of the Plan, will be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as a part of the
Registration Statement and to the reference to our name under the heading
"Interests of Named Experts and Counsel" set forth in the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Act.
Very truly yours,
FULBRIGHT & JAWORSKI L.L.P.
<PAGE> 1
EXHIBIT 24(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Universal Health Realty Income Trust:
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated January
20, 1998 included in Universal Health Realty Income Trust's Form 10-K for the
year ended December 31, 1997. It should be noted that we have not audited any
financial statements of the Company subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
June 23, 1998
