S-8

As filed with the Securities and Exchange Commission on August 18, 2017

Registration No.             

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Sabra Health Care REIT, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   27-2560479

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

18500 Von Karman Avenue, Suite 550

Irvine, CA 92612

(Address, including zip code, of Principal Executive Offices)

 

 

Sabra Health Care REIT, Inc. 2009 Performance Incentive Plan

(Full title of the plan)

 

 

Richard K. Matros

Chairman, President and Chief Executive Officer

Sabra Health Care REIT, Inc.

18500 Von Karman Avenue, Suite 550

Irvine, CA 92612

(888) 393-8248

(Name, address and telephone number, including area code, of agent for service)

COPY TO:

Andor D. Terner, Esq.

O’Melveny & Myers LLP

610 Newport Center Drive, Suite 1700

Newport Beach, CA 92660

(949) 823-6900

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

To Be Registered

  

Amount

To Be

Registered

  

Proposed

Maximum

Offering

Price

Per Share

  

Proposed

Maximum

Aggregate

Offering

Price

  

Amount Of

Registration

Fee

Common Stock, $0.01 par value per share

   3,109,894(1) shares   $21.425(2)   $66,629,479(2)   $7,722.36(2)

 

 

(1)  This Registration Statement covers, in addition to the number of shares of Sabra Health Care REIT, Inc., a Maryland corporation (the “Company” or the “Registrant”), common stock, par value $0.01 per share (the “Common Stock”), stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the Sabra Health Care REIT, Inc. 2009 Performance Incentive Plan (the “2009 Plan”) as a result of one or more adjustments under the 2009 Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.
(2)  Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on August 17, 2017, as quoted on the NASDAQ Global Select Market.

The Exhibit Index for this Registration Statement is at page 7.

 

 

 

EXPLANATORY NOTE

This Registration Statement is filed by the Company to register additional securities issuable pursuant to the 2009 Plan and consists of only those items required by General Instruction E to Form S-8.

 

 

PART I

INFORMATION REQUIRED IN THE

SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).

 

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PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

The following documents of the Company filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

 

  (a) The Company’s Registration Statements on Form S-8, filed with the Commission on December 22, 2010 and July 2, 2014 (Commission File Nos. 333-171350 and 333-197216, respectively);

 

  (b) The Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2016, filed with the Commission on February 22, 2017 (Commission File No. 001-34950);

 

  (c) The Company’s Quarterly Reports on Form 10-Q for its fiscal quarters ended March 31, 2017, filed with the Commission on May 8, 2017, and June 30, 2017, filed with the Commission on August 2, 2017 (each, Commission File No. 001-34950);

 

  (d) The Company’s Current Reports on Form 8-K, filed with the Commission on February 28, 2017 (with respect to Item 8.01 and the corresponding exhibit in Item 9.01 only), March 8, 2017, April 11, 2017, May 8, 2017 (with respect to Items 1.01 and 5.03 and the corresponding Item 9.01 and exhibits only), June 21, 2017, July 31, 2017, August 8, 2017, August 15, 2017, and August 17, 2017 (each, Commission File No. 001-34950); and

 

  (e) The description of the Company’s Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on November 5, 2010 (Commission File No. 001-34950), and any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is 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 amended, to constitute a part of this Registration Statement.

 

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Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 8. Exhibits

See the attached Exhibit Index at page 7, which is incorporated herein by reference.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on the 18th day of August, 2017.

 

SABRA HEALTH CARE REIT, INC.
By:   /s/ Richard K. Matros
  Richard K. Matros
  Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Richard K. Matros and Harold W. Andrews, Jr., or either one or both of them, as his or her true and lawful attorneys-in-fact and agents, 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 (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 each of said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Richard K. Matros

Richard K. Matros

   

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

   August 18, 2017

/s/ Harold W. Andrews, Jr.

Harold W. Andrews, Jr.

   

Executive Vice President, Chief Financial Officer and Secretary

(Principal Financial and Accounting Officer)

   August 18, 2017

 

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Signature

   

Title

  

Date

/s/ Craig A. Barbarosh

Craig A. Barbarosh

    Director   August 18, 2017

/s/ Robert A. Ettl

Robert A. Ettl

    Director   August 18, 2017

/s/ Michael J. Foster

Michael J. Foster

    Director   August 18, 2017

/s/ Ronald G. Geary

Ronald G. Geary

    Director   August 18, 2017

/s/ Raymond J. Lewis

Raymond J. Lewis

    Director   August 18, 2017

/s/ Jeffrey A. Malehorn

Jeffrey A. Malehorn

    Director   August 18, 2017

/s/ Milton J. Walters

Milton J. Walters

    Director   August 18, 2017

 

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EXHIBIT INDEX

 

Exhibit

Number

   

Description of Exhibit

  4.1    Sabra Health Care REIT, Inc. 2009 Performance Incentive Plan, as amended. (Filed as Exhibit 10.1 to the Company’s Form 8-K, filed with the Commission on June 21, 2017 (Commission File No. 001-34950) and incorporated herein by this reference.)
  5.1    Opinion of Venable LLP (opinion re legality).
23.1    Consent of PricewaterhouseCoopers LLP (consent of independent registered public accounting firm).
23.2    Consent of Ernst & Young LLP (consent of independent auditors).
23.3    Consent of Counsel (included in Exhibit 5.1).
24.1    Power of Attorney (included in this Registration Statement under “Signatures”).

 

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