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) November 14, 2007
Health Care REIT, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-8923
(Commission
File Number)
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34-1096634
(IRS Employer
Identification No.) |
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One SeaGate, Suite 1500, Toledo, Ohio
(Address of principal executive offices)
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43604
(Zip Code) |
Registrants telephone number, including area code (419) 247-2800
(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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Effective October 23, 2000, the Securities and Exchange Commission (the SEC) adopted new rules
related to insider trading. One of these rules, Rule 10b5-1 of the Securities Exchange Act of 1934,
as amended, provides an exemption to the insider trading rules in the form of an affirmative
defense. Rule 10b5-1 recognizes the creation of formal programs under which executives and other
insiders may sell the securities of publicly traded companies on a regular basis pursuant to
written plans that are entered into at a time when the plan participants are not aware of material
non-public information and that otherwise comply with the requirements of Rule 10b5-1.
On January 28, 2003, the Board of Directors of Health Care REIT, Inc. (the Company) adopted a
resolution modifying its insider trading policy to allow insiders to sell securities of the Company
pursuant to pre-arranged trading plans.
On March 12, 2007, Raymond W. Braun, President of the Company, entered into a trading plan pursuant
to which he instructed his broker to sell up to 10,000 shares of the Companys common stock and
exercise options and sell up to 35,420 shares of the Companys common stock during the period
between March 15, 2007 and January 31, 2008. On November 14, 2007, Mr. Braun modified his trading
plan to allow his broker to sell up to an additional 10,964 shares and exercise options and sell up
to an additional 16,169 shares between November 15, 2007 and June 30, 2008.
Reports of the details of actual sales under the plan will be filed by Mr. Braun on Form 4 in
accordance with SEC regulations.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant had
duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
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HEALTH CARE REIT, INC.
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By: |
/s/ GEORGE L. CHAPMAN
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George L. Chapman |
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Its: Chairman of the Board and
Chief Executive Officer |
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Dated:
November 16, 2007