As filed with the Securities and Exchange Commission on
May 31, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
COMMUNITY HEALTHCARE TRUST INCORPORATED
(Exact name of registrant as specified in its charter)
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Maryland
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46-5212033
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3326 Aspen Grove Drive, Suite 150
Franklin, Tennessee
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37067
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(Address of Principal Executive Offices)
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(Zip Code)
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2014 Incentive Plan, as amended
(Full Title of Plan)
Timothy G. Wallace
Community Healthcare Trust Incorporated
3326 Aspen Grove Drive, Suite 150
Franklin, Tennessee 37067
(Name and address of agent for service)
(615) 771-3052
(Telephone number, including area code, of agent for service)
With a copy to:
Tonya Mitchem Grindon
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
Baker Donelson Center
Suite 800
211 Commerce Street
Nashville, Tennessee 37201
(615) 726-5600
(615) 744-5607 (fax)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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x
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.01 par value per share, reserved for issuance pursuant to the 2014 Incentive Plan, as amended
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383,411
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$
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24.68
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(2)
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$
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9,462,583
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$
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1,097
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall cover any additional securities as may be issuable under the 2014 Registrant’s Incentive Plan, as amended, by reason of any stock splits, stock dividends, recapitalizations or similar transactions.
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(2)
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) of the Securities Act based on the average of the high and low prices of the Registrant’s common stock on the New York Stock Exchange on May 30, 2017.
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EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, this Registration Statement is filed by Community Healthcare Trust Incorporated (the “Registrant”) for the purpose of registering additional shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), under the Registrant’s 2014 Incentive Plan, as amended (the “2014 Plan”). The number of shares of Common Stock available for issuance under the 2014 Plan is subject to an automatic annual increase on January 1 of each year beginning in 2017 and ending on (and including) March 31, 2024, equal to seven percent (7%) of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year (the “Evergreen Provision”). This Registration Statement registers an aggregate of 383,411 additional shares of Common Stock available for issuance under the 2014 Plan as a result of the Evergreen Provision.
The shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as the 525,782 shares of Common Stock previously registered for issuance under the 2014 Plan pursuant to the currently effective Registration Statement on Form S-8 (File No. 333-206286), filed with the Securities and Exchange Commission (“SEC”) on August 10, 2015, and the 500,000 shares of Common Stock previously registered for issuance pursuant to the Amended and Restated Alignment of Interest Program (the “Restated Alignment Program”) under the 2014 pursuant to the currently effective Registration Statement on Form S-8 (File No. 333-214951), filed with the SEC on December 7, 2016. The information contained in the Registrant’s Registration Statements on Form S-8 (File Nos. No. 333-206286 and 333-214951) is hereby incorporated by reference pursuant to General Instruction E.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
(1) The contents of the earlier registration statements on Forms S-8 relating to the 2014 Plan and the Restated Alignment Program, filed with the SEC on August 10, 2015 (File No. 333- 206286) and on December 7, 2016 (File No. 333-214951), respectively.
(2) The description of the Registrant’s Common Stock contained in a registration statement on Form 8-A, filed with the SEC on May 19, 2015 (File No. 001-37401) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(3) The Registrant’s Annual Report on Form 10-K (File No. 001-37401) for the year ended December 31, 2016, which includes audited consolidated financial statements and schedules for the Registrant’s latest fiscal year, filed with the SEC on February 23, 2017.
(4) The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 from its definitive proxy statement on Schedule 14A (File No. 001-37401) for the 2017 Annual Meeting of Stockholders, filed with the SEC on April 3, 2017.
(5) The Registrant’s Quarterly Report on Form 10-Q (File No. 001-37401) for the quarter ended March 31, 2017, filed with the SEC on May 9, 2017.
(6) The Registrant’s Current Reports on Form 8-K (File No. 001-37401), filed with the SEC, excluding the items furnished as exhibits to such reports, on January 6, 2017, January 18, 2017, March 30, 2017 and April 3, 2017.
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with Commission), and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained 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 also is or is 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.
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Item 6.
Indemnification of Directors and Officers.
Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. Our charter contains a provision which eliminates our directors’ and officers’ liability to the maximum extent permitted by Maryland law.
Maryland law requires a Maryland corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that: (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty; (b) the director or officer actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, 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, Maryland law permits a Maryland corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) 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 and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.
Our charter authorizes us to obligate ourselves and our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify any present or former director or officer or any individual who, while a director or officer of our company and at our request, serves or has served as a director, officer, partner, member, manager, employee, or agent of another REIT, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of his or her service in any of the foregoing capacities and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding.
We have entered into indemnification agreements with each of our officers and directors whereby we agree to indemnify such officers and directors to the fullest extent permitted by Maryland law against all expenses and liabilities, subject to limited exceptions. These indemnification agreements also provide that upon an application for indemnity by an officer or director to a court of appropriate jurisdiction, such court may order us to indemnify such officer or director.
Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 8.
Exhibits.
A list of exhibits filed with the registration statement or incorporated by reference is set forth in the Exhibit Index hereto and is incorporated herein by reference.
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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 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 Franklin, State of Tennessee, on May 30, 2017.
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COMMUNITY HEALTHCARE TRUST
INCORPORATED
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By:
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/s/ Timothy G. Wallace
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Name:
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Timothy G. Wallace
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Title:
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Chief Executive Officer and President
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Timothy G. Wallace his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments and post-effective amendments to this Registration Statement and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with the SEC, granting unto said attorney-in-fact and agent 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Signature
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Title
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Date
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/s/ Timothy G. Wallace
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Director and Chairman, Chief Executive Officer
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May 30, 2017
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Timothy G. Wallace
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and President (Principal Executive Officer)
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/s/ W. Page Barnes
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Chief Financial Officer (Principal Financial Officer)
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May 30, 2017
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W. Page Barnes
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/s/ Leigh Ann Stach
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Vice President Financial Reporting and Chief
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May 30, 2017
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Leigh Ann Stach
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Accounting Officer (Principal Accounting Officer)
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/s/ Alan Gardner
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Director
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May 30, 2017
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Alan Gardner
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/s/ Robert Hensley
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Director
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May 30, 2017
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Robert Hensley
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/s/ Alfred Lumsdaine
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Director
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May 30, 2017
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Alfred Lumsdaine
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/s/ Lawrence Van Horn
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Director
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May 30, 2017
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R. Lawrence Van Horn
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4
EXHIBIT INDEX
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Exhibit
No.
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Description
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4.1
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Corporate Charter of Community Healthcare Trust Incorporated, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-11/A (File No. 333-203210) filed with the Commission on May 6, 2015).
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4.2
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Bylaws of Community Healthcare Trust Incorporated, as amended (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-11 (File No. 333-203210) filed with the Commission on April 2, 2015).
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4.3
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Community Healthcare Trust Incorporated 2014 Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-11 (File No. 333-203210) filed with the Commission on April 2, 2015).
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4.4
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Amendment No. 1 to Community Healthcare Trust Incorporated 2014 Incentive Plan (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-11/A (File No. 333-203210) filed with the Commission on May 6, 2015).
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4.5*
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Amendment No. 2 to Community Healthcare Trust Incorporated 2014 Incentive Plan.
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4.6
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Community Healthcare Trust Incorporated Amended and Restated Alignment of Interest Program (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-8 (File No. 333-214951) filed with the Commission on December 7, 2016).
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5.1*
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Legal Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC.
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23.1*
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Consent of Independent Registered Public Accounting Firm, BDO USA, LLP.
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23.2*
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Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included as part of Exhibit 5.1).
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24.1*
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Power of Attorney (included as part of the signature page hereto).
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* Filed herewith
5
Exhibit 4.5
AMENDMENT NO. 2
TO THE
2014 INCENTIVE PLAN
OF
COMMUNITY HEALTHCARE TRUST INCORPORATED
November 1, 2016
The Compensation Committee of Community Healthcare Trust Incorporated, a Maryland corporation (the “
Corporation
”), does hereby approved and adopt the following Amendment No. 2 to the Corporation’s 2014 Incentive Plan (as amended by Amendment No. 1 to the 2014 Incentive Plan of the Corporation, the “
Incentive Plan
”), effective as of the date set forth above, pursuant to the Articles of Incorporation, as amended, of the Corporation, the Bylaws, as amended, of the Corporation and the Maryland General Corporation Law (the “
MGCL
”). All capitalized terms used herein but not otherwise defined shall have the same meaning as provided in the Incentive Plan.
FIRST
, the Incentive Plan is hereby amended by deleting Section 3.1 in its entirety and replacing it with the following:
3.1.
Number of Shares
. Subject to the following provisions of this Article 3, the aggregate number of shares of Common Stock that may be issued pursuant to all Awards under the Plan shall be equal to seven percent (7%) of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding year. The shares of Common Stock to be delivered under the Plan will be made available from authorized but unissued shares of Common Stock or issued shares that have been reacquired by CHCT. To the extent that an Award becomes unrestricted or is forfeited, the shares of Common Stock covered thereby will no longer be charged against the foregoing maximum share limitations and may again be made subject to Awards under the Plan. The maximum number of shares that may be awarded in any calendar year to an Eligible Person who is subject to the Code Section 162(m) compensation limit is one hundred and fifty thousand (150,000) shares.
SECOND
, the Incentive Plan is hereby amended by deleting Section 9.2 in its entirety and replacing it with the following:
9.2
Termination
. The Plan shall continue until terminated by the Board in its sole discretion or March 31, 2024. No termination of the Plan shall adversely affect any Award theretofore granted without the consent of the Participant or the permitted transferee of the Award.
THIRD,
except as hereinabove amended, the Corporation’s Incentive Plan is to continue in full force and effect.
Exhibit 5.1
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TONYA MITCHEM GRINDON, SHAREHOLDER
Direct Dial
: 615.726.5607
Direct Fax
: 615.744.5607
E-Mail Address
: tgrindon@bakerdonelson.com
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BAKER DONELSON CENTER, SUITE 800
211 COMMERCE STREET
NASHVILLE, TENNESSEE 37201
MAILING ADDRESS:
P.O. BOX 190613
NASHVILLE, TENNESSEE 37219
PHONE: 615.726.5600
www.bakerdonelson.com
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May 31, 2017
Community Healthcare Trust Incorporated
Suite 106, 354 Cool Springs Blvd.
Franklin, TN 37067
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Community Healthcare Trust Incorporated, a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the issuance of up to an additional 383,411 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company, pursuant to the Community Healthcare Trust Incorporated 2014 Incentive Plan, as amended (the “Plan”), covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1.
The Registration Statement;
2.
The charter of the Company (the “Charter”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3.
The bylaws of the Company, certified as of the date hereof by an officer of the Company;
4.
A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
5.
Resolutions adopted by the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company and resolutions adopted by the Board, both of which relate to, among other matters, the Plan and the issuance of the Shares (collectively, the “Resolutions”), certified as of the date hereof by an officer of the Company;
6.
Minutes of the annual stockholders meeting of the Company held on May 30, 2017, whereby the votes cast favoring the proposal for Amendment No. 2 to the Plan exceeded the votes opposing such proposal, certified as of the date hereof by an officer of the Company.
7.
The Plan, certified as of the date hereof by an officer of the Company;
8.
A certificate executed by an officer of the Company, dated as of the date hereof; and
9.
Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
i.
Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
ii.
Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
iii.
Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
iv.
All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
v.
The Shares will not be issued in violation of any restriction or limitation contained in Article VI of the Charter or in the Plan.
vi.
Upon the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
vii.
Each stock award, right or other security granted under the Plan pursuant to which Shares may be issued (each, an “Award”), will be duly authorized and validly granted in accordance with the Plan, and any such Shares will be so issued in accordance with the terms of the Plan and any applicable rights agreement or other award agreement entered into in connection with the grant of such Award (each, an “Award Agreement”).
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Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1.
The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2.
The issuance of the Shares has been duly authorized and, when and if delivered against payment therefore in accordance with the Registration Statement, the Resolutions and any other resolutions of the Board or the Compensation Committee relating thereto, the Plan, and any applicable Award Agreement, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
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Best regards,
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BAKER, DONELSON, BEARMAN,
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CALDWELL & BERKOWITZ, PC
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/s/ Tonya Mitchem Grindon, Shareholder
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By:
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Tonya Mitchem Grindon
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Authorized Signatory
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3