UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2014 (December 15, 2014)
HEALTHCARE TRUST OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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001-35568
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20-4738467
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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16435 N. Scottsdale Road, Suite 320
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Scottsdale, Arizona
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85254
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(Address of principal executive offices)
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(Zip Code)
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(
480) 998-3478
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On December 15, 2014, Healthcare Trust of America, Inc. (NYSE: HTA) (“HTA”) filed with the State Department of Assessments and Taxation of Maryland two Articles of Amendment (the “Amendments”) to its Fifth Articles of Amendment and Restatement, that (i) provided for a 1-for-2 stock split of the issued and outstanding shares of HTA’s common stock, par value $0.01 (the “Common Stock”), effective at 5:00 p.m. Eastern on December 15, 2014, and (ii) provided for the par value of the Common Stock to be changed from $0.02 per share (as a result of the reverse stock split) back to $0.01 per share, effective at 5:01 p.m. Eastern on December 15, 2014.
The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the complete Amendments, copies of which are filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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3.1
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Articles of Amendment of Healthcare Trust of America, Inc., effective December 15, 2014.
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3.2
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Articles of Amendment of Healthcare Trust of America, Inc., effective December 15, 2014.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Healthcare Trust of America, Inc.
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Date: December 16, 2014
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By:
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/s/ Scott D. Peters
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Name: Scott D. Peters
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Title: Chief Executive Officer, President and Chairman
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Exhibit 3.1
HEALTHCARE TRUST OF AMERICA, INC.
ARTICLES OF AMENDMENT
Healthcare Trust of America, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST
: The charter of the Corporation is hereby amended to provide that every two shares of Class A Common Stock of the Corporation (the “Class A Common Stock”), $0.01 par value per share, that were issued and outstanding immediately prior to the Effective Time (as defined below) shall be combined into one issued and outstanding share of Class A Common Stock, $0.02 par value per share; provided that no fractional shares of Class A Common Stock will be or remain issued upon such amendment and each stockholder otherwise entitled to a fractional share shall be entitled to receive in lieu thereof cash in an amount determined on the basis of the average closing price of the Class A Common Stock as reported on the New York Stock Exchange for the three consecutive trading days ending on the date of the Effective Time.
SECOND
: The amendment to the charter of the Corporation as set forth above has been duly approved by a majority of the Board of Directors of the Corporation as required by law. The amendment set forth above is limited to a change expressly authorized by Section 2-309(e)(2) of the Maryland General Corporation Law to be made without action by the stockholders of the Corporation.
THIRD
: There has been no increase in the authorized stock of the Corporation effected by the amendment to the charter of the Corporation as set forth above.
FOURTH
: These Articles of Amendment shall become effective at 5:00 p.m. on December 15, 2014 (the “Effective Time”).
The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 15th day of December, 2014.
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ATTEST:
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HEALTHCARE TRUST OF AMERICA, INC.
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/s/ Robert A. Milligan
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By:
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/s/ Scott D. Peters
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Robert A. Milligan
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Scott D. Peters
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Secretary
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Chief Executive Officer
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Exhibit 3.2
HEALTHCARE TRUST OF AMERICA, INC.
ARTICLES OF AMENDMENT
Healthcare Trust of America, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST
: The charter of the Corporation is hereby amended to decrease the par value of the shares of Class A Common Stock of the Corporation issued and outstanding immediately prior to the filing of these Articles of Amendment from $0.02
per share to $0.01 per share.
SECOND
: The amendment to the charter of the Corporation as set forth above has been duly approved by a majority of
the entire Board of Directors of the Corporation as required by law. The amendment set forth above is limited to a change expressly authorized by Section 2-605(a)(2) of the Maryland General Corporation Law to be made without action by the stockholders of the Corporation.
THIRD
: There has been no increase in the authorized stock of the Corporation effected by the amendment to the charter of the Corporation as set forth above.
FOURTH
: These Articles of Amendment shall become effective at 5:01 p.m. on December 15, 2014.
The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 15th day of December, 2014.
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ATTEST:
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HEALTHCARE TRUST OF AMERICA, INC.
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/s/ Robert A. Milligan
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By:
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/s/ Scott D. Peters
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Robert A. Milligan
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Scott D. Peters
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Secretary
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Chief Executive Officer
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