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As filed with the Securities and Exchange Commission on March 21, 2000
Registration No. 33-97888
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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HEALTHCARE REALTY TRUST INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 62-1507028
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
3310 WEST END AVENUE
FOURTH FLOOR
NASHVILLE, TENNESSEE 37203
(615) 269-8175
(Address, Including Zip Code, and Telephone Number
Including Area Code, of Registrant's Principal Executive Offices)
DAVID R. EMERY
HEALTHCARE REALTY TRUST INCORPORATED
3310 WEST END AVENUE
FOURTH FLOOR
NASHVILLE, TENNESSEE 37203
(615) 269-8175
(Name, Address, Including Zip Code, and Telephone Number
Including Area Code, of Agent for Service)
--------------------
COPIES TO:
THEODORE W. LENZ, ESQ.
WALLER LANSDEN DORTCH & DAVIS,
A PROFESSIONAL LIMITED LIABILITY COMPANY
NASHVILLE CITY CENTER
511 UNION STREET, SUITE 2100
NASHVILLE, TENNESSEE 37219
(615) 244-6380
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If only the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please 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. [X]
Registration No. 33-97888
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: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Class of Proposed Maximum Aggregate Amount of
Securities to be Registered Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Debt Securities, Preferred Stock (par value $.01 per share),
Common Stock Warrants and Common Stock (par value $.01 per share) $250,000,000 $86,207(1)
- ------------------------------------------------------------------------------------------------------------------------------
Debt Securities, Preferred Stock (par value $.01 per share),
Common Stock Warrants and Common Stock (par value $.01 per share) $26,176,088 $6,911(2)
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</TABLE>
(1) Previously registered under Registration Statement No. 33-97888.
Registration fee of $86,207 previously paid in conjunction therewith.
(2) Calculated pursuant to Rule 457(o) under the Securities Act of 1933,
as amended.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-3, including
exhibits thereto, filed by Healthcare Realty Trust Incorporated with the
Securities and Exchange Commission (Registration No. 33-97888) pursuant to the
Securities Act of 1933, as amended, is incorporated by reference into this
Registration Statement.
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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
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on March 15, 2000.
HEALTHCARE REALTY TRUST
INCORPORATED
By: /s/ David R. Emery
-----------------------------------
David R. Emery
Chairman of the Board and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of David R. Emery and Timothy G.
Wallace, 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 to be done in and
about the foregoing, as fully and to all intents and purposes as each might or
could do in person hereby ratifying and confirming all that said
attorneys-in-fact and agents, 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/s/ David R. Emery Chairman of the Board, President March 15, 2000
- ---------------------------------------- (Principal Executive Officer) and Director
David R. Emery
/s/ Timothy G. Wallace Executive Vice President and Chief March 15, 2000
- ---------------------------------------- Financial Officer (Principal Financial and
Timothy G. Wallace Accounting Officer)
/s/ Roger O. West Executive Vice President and General March 15, 2000
- ---------------------------------------- Counsel
Roger O. West
/s/ Fredrick M. Langreck Treasurer and Comptroller March 15, 2000
- ----------------------------------------
Fredrick M. Langreck
/s/ Errol L. Biggs, Ph.D. Director March 15, 2000
- ----------------------------------------
Errol L. Biggs, Ph.D.
/s/ Thompson S. Dent Director March 15, 2000
- ----------------------------------------
Thompson S. Dent
</TABLE>
II-1
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<TABLE>
<S> <C> <C>
/s/ Charles Raymond Fernandez, M.D. Director March 15, 2000
- ----------------------------------------
Charles Raymond Fernandez, M.D.
/s/ Batey M. Gresham, Jr. Director March 15, 2000
- ----------------------------------------
Batey M. Gresham, Jr.
/s/ Marliese E. Mooney Director March 15, 2000
- ----------------------------------------
Marliese E. Mooney
/s/ Edwin B. Morris III Director March 15, 2000
- ----------------------------------------
Edwin B. Morris III
/s/ John Knox Singleton Director March 15, 2000
- ----------------------------------------
John Knox Singleton
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
<S> <C> <C>
5.1 -- Opinion of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company
23.1 -- Consent of Waller Lansden Dortch & Davis (included in its opinion
filed as Exhibit 5.1)
23.2 -- Consent of Ernst & Young, LLP (filed as Exhibit 23 to the Company's
Form 10-K for the year ended December 31, 1999 and hereby
incorporated by reference)
24.1 -- Power of Attorney (set forth on page II-1)
</TABLE>
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EXHIBIT 5.1
March 20, 2000
Healthcare Realty Trust Incorporated
3310 West End Avenue
Fourth Floor
Nashville, Tennessee 37203
Re: Healthcare Realty Trust Incorporated
Form S-3 Registration Statement filed pursuant to Rule 462(b)
Ladies and Gentlemen:
We have acted as counsel to Healthcare Realty Trust
Incorporated, a Maryland corporation (the "Company"), in connection with the
registration under the Securities Act of 1933 (the "Act") of up to an additional
$26,176,088 in aggregate amount of one or more series of (i) unsecured debt
securities (the "Debt Securities"), (ii) shares of preferred stock, $.01 par
value (the "Preferred Shares"), (iii) shares of common stock, $.01 par value
(the "Common Shares") or (iv) warrants to purchase Common Shares (the "Common
Share Warrants" and, together with the Debt Securities, Preferred Shares and
Common Shares, the "Securities"), pursuant to the above referenced Registration
Statement on Form S-3, (the "Registration Statement"). In connection with this
opinion, we have examined and relied upon such records, documents and other
instruments as in our judgment are necessary and appropriate in order to express
the opinions hereinafter set forth, and have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Based upon the foregoing, we are of the opinion that as of the
date hereof:
(1) When the Registration Statement has become effective
under the Act and when a series of the Debt
Securities has been (a) duly established by an
Indenture or any supplemental indenture thereto, (b)
duly authorized and established by applicable action
of the Board of Directors ("Board Action") and duly
authenticated by the trustee under such Indenture,
and (c) duly executed and delivered on behalf of the
Company against payment therefor in accordance with
the terms of such Board Action, any applicable
underwriting agreement, an Indenture and any
applicable supplemental indenture, and as
contemplated by the Registration Statement and/or the
applicable Prospectus Supplement, the Debt Securities
will be duly authorized and validly issued.
(2) When the Registration Statement has become effective
under the Act and when a series of the Preferred
Shares has been duly authorized and established by
applicable Board Action, in accordance with the terms
of the Articles of Incorporation and applicable law,
and, upon issuance and delivery of certificates for
such series of Preferred Shares against payment
therefor in accordance with the terms of such Board
Action and any applicable underwriting agreement, and
as contemplated by the Registration Statement and/or
the applicable Prospectus Supplement, the shares
represented by such certificates will be duly
authorized and validly issued, fully paid and
nonassessable by the Company.
(3) When the Registration Statement has become effective
under the Act, upon due authorization by Board Action
of an issuance of Common Shares, and upon
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issuance and delivery of certificates for Common
Shares against payment therefor in accordance with
the terms of such Board Action and any applicable
underwriting agreement, and as contemplated by the
Registration Statement and/or the applicable
Prospectus Supplement, the shares represented by such
certificates will be duly authorized and validly
issued, fully paid and non-assessable by the Company.
(4) When the Registration Statement has become effective
under the Act and when the Common Share Warrants have
been (a) duly established by the related Warrant
Agreement, (b) duly authorized and established by
applicable Board Action and duly authenticated by the
Warrant Agent, and (c) duly executed and delivered on
behalf of the Company against payment therefor in
accordance with the terms of such Board Action, any
applicable underwriting agreement and the applicable
Warrant Agreement and as contemplated by the
Registration Statement and/or the applicable
Prospectus Supplement, the Common Share Warrants will
be duly authorized and validly issued.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and further consent to the reference to this firm
under the caption "Legal Matters" in the prospectus included in the Registration
Statement.
Very truly yours,
/s/ Waller Lansden Dortch & Davis, PLLC
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