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) March 13, 2008
Health Care REIT, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-8923
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34-1096634 |
(State or other jurisdiction
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
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One SeaGate, Suite 1500, Toledo, Ohio
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43604 |
(Address of principal executive offices)
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(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):
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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)) |
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 (the 1934 Act), 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 13, 2008, Fred S. Klipsch, Vice Chairman of the Company, entered into a new plan pursuant
to which he instructed his broker to sell 63,338 shares of the Companys common stock during the
period between March 17, 2008 and May 30, 2008. Reports of the details of actual sales under the
plan will be filed by Mr. Klipsch on Form 4 in accordance with SEC regulations.
On March 13, 2008, Frederick L. Farrar, Executive Vice President of the Company, entered into a new
plan pursuant to which he instructed his broker to sell 19,500 shares of the Companys common stock
during the period between March 17, 2008 and December 31, 2008. Reports of the details of actual
sales under the plan will be filed by Mr. Farrar 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:
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/s/ GEORGE L. CHAPMAN |
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George L. Chapman |
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Its:
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Chairman of the Board and Chief Executive Officer |
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Dated: March 17, 2008