As filed with the Securities and Exchange Commission on August 9, 2023
Registration No. 333-[]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
NATIONAL HEALTH INVESTORS INC.
(Exact name of registrant as specified in its charter)
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| Maryland | | 62-1470956 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification Number) |
222 Robert Rose Drive,
Murfreesboro, TN, 37129
(Address of Principal Executive Offices and Zip)
Amended and Restated National Health Investors Inc. 2019 Stock Incentive Plan
(Full Title of the Plans)
David Travis
Chief Accounting Officer
National Health Investors, Inc.
222 Robert Rose Drive,
Murfreesboro, TN
(615) 890-9100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Susan V. Sidwell, Esq.
Bass Berry & Sims, PLC
150 Third Avenue South, Suite 2800
Nashville, Tennessee 37201
Tel: (615) 742-6200
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.
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| Large accelerated filer | | [x] | | | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☐ | | | | Smaller reporting company | | ☐ |
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| | | | | | 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. ☐
EXPLANATORY NOTE
National Health Investors, Inc., a Maryland corporation (the “Company”), previously registered 3,000,000 shares of its common stock, $0.01 par value per share (“Common Stock”) of the Company, available for grant of awards under the Company’s 2019 Stock Incentive Plan (the “Incentive Plan”). The registration of such shares of Common Stock was filed on a Form S-8 Registration Statement filed with the Securities and Exchange Commission (“SEC”) on August 8, 2019 (Registration Number 333-233129) (the “Prior Registration Statement”).
On March 15, 2023, the Company’s Board of Directors approved an Amended and Restated Incentive Plan (the “Amended and Restated Plan”), subject to shareholder approval to, among other things, increase the number of shares of Common Stock available for issuance under the Amended and Restated Plan by 3,000,000 shares. On May 5, 2023, the Company’s shareholders approved the Amended and Restated Plan. This Registration Statement on Form S-8 is being filed to register the additional 3,000,000 shares of Common Stock available for grant under the Amended and Restated Plan.
Pursuant to General Instruction E of Form S-8, the contents of the Company’s Prior Registration Statement is incorporated herein by reference.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the SEC, pursuant to the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference and shall be deemed to be a part hereof from the date of filing of such document (except for information “furnished” under Items 2.02, 7.01, or 9.01 on Form 8-K or other information “furnished” to the SEC which is not deemed filed and not incorporated in this Form S-8 unless expressly stated otherwise).
The Company is also incorporating by reference all documents filed by us pursuant to Sections 13(a), 14 or 15(d) of the Exchange Act (excluding any information that we furnish, but not file, with the SEC in accordance with SEC rules and regulations) subsequent to the date of this filing and prior to the termination of this offering shall be deemed to be incorporated in this Registration Statement and to be a part hereof from the date of the filing of such document. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for all 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 modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
EXHIBIT INDEX
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Exhibit
No. | | Description |
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| 4.1 | | |
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4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12 | |
Form of Common Stock Certificate (incorporated by reference to Exhibit 39 to Form S-11 Registration Statement No. 33-41863, filed in paper – hyperlink not required pursuant to Rule 105 of Regulation S-T)
First Supplemental Indenture, dated as of March 25, 2014, to the Indenture, dated as of March 25, 2014, between National Health Investors, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed March 31, 2014)
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| 5.1* | | |
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| 23.1* | | Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1) |
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| 23.2* | | |
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| 23.3* | | |
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| 24.1* | | Power of Attorney (included on signature page). |
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| 99.2 | | |
| 107.1* | | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Murfreesboro, State of Tennessee on August 9, 2023.
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| NATIONAL HEALTH INVESTORS, INC. |
| |
| By: | | /s/ D. Eric Mendelsohn |
| | D. Eric Mendelsohn |
| | Chief Executive Officer and President |
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature to this Registration Statement appears below hereby constitutes and appoints D. Eric Mendelsohn, the Company’s Chief Executive Officer and President, and John L. Spaid, the Company’s Chief Financial Officer and each of them, any one of whom may act as his attorney-in-fact to execute in the name and behalf of any such person, individually and in the capacity stated below, and to file all amendments and post-effective amendments to this Registration Statement, which amendment or amendments may make such changes and additions in this Registration Statement as such attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dated indicated.
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| Name | | Title | | Date |
| | |
| /s/ D. Eric Mendelsohn | | Chief Executive Officer (Principal Executive Officer), President and Director | | August 9, 2023 |
| D. Eric Mendelsohn | | |
| | |
| /s/ John L. Spaid | | Chief Financial Officer (Principal Financial Officer) | | August 9, 2023 |
| John L. Spaid | | |
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| /s/ David L. Travis | | Chief Accounting Officer (Principal Accounting Officer) | | August 9, 2023 |
| David L. Travis | | |
| | | | |
| /s/ W. Andrew Adams | Chairman of the Board | | August 9, 2023 |
| W. Andrew Adams | | | |
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/s/ Robert G. Adams | | Director | | August 9, 2023 |
| Robert G. Adams | | | | |
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| /s/ Tracy M. J. Colden | | Director | | August 9, 2023 |
| Tracy M. J. Colden | | | | |
| | | | |
| /s/ James R. Jobe | | Director | | August 9, 2023 |
| James R. Jobe | | | | |
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| /s/ Robert A. McCabe, Jr. | | Director | | August 9, 2023 |
| Robert A. McCabe, Jr. | | | | |
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| /s/ Charlotte A. Swafford | | Director | | August 9, 2023 |
| Charlotte A. Swafford | | | | |
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| /s/ Robert T. Webb | | Director | | August 9, 2023 |
| Robert T. Webb | | | | |
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Calculation of Filing Fee Tables
Form S-8
(Form Type)
National Health Investors, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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| Security Type | Fee Calculation Rule | Amount Registered1 | Proposed Maximum Offering Price Per Unit3 | Maximum Aggregate
Offering Price3 | Fee Rate | Amount of
Registration Fee |
| Equity | Other | 3,000,0002 | $54.67 | $164,010,000 | 0.0001102 | $18,073.90 |
| Total Offering Amounts | $164,010,000 | | $18,073.90 |
| Total Fee Offsets | | | |
| Net Fee Due | | | $18,073.90 |
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of National Health Investors, Inc. common stock, $0.01 per share, that become issuable under the Amended and Restated National Health Investors, Inc. Incentive Plan (the “Amended and Restated Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.
(2) Reflects an increase in the number of shares of common stock available to be issued pursuant to the Amended and Restated Plan.
(3) Estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $54.67 per share, which is the average of the high and low prices of common stock, as reported on the New York Stock Exchange, on August 3, 2023.
150 Third Avenue South, Suite 2800
Nashville, TN 37201 (615) 742-6200
August 9, 2023
National Health Investors, Inc.
222 Robert Rose Drive
Murfreesboro TN 37130
Ladies and Gentlemen:
We have acted as special counsel to National Health Investors, Inc. (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) being filed with the Securities and Exchange Commission on the date hereof for the purpose of registering under the Securities Act of 1933, as amended, 3,000,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company which may be issued pursuant to the National Health Investors, Inc. Amended and Restated 2019 Stock Incentive Plan (the “Amended and Restated Plan”).
We have examined originals, or certified or photostatic copies of such statutes, records, regulations, certificates of the officers of the Company and of public officials, and such other information as we have deemed necessary for purposes of rendering this opinion.
In stating our opinion, we have assumed: (i) that all signatures are genuine, all documents submitted to us as originals are authentic, and all documents submitted to us as copies conform to authentic original documents; (ii) that the parties to such documents have the legal right and power under all applicable laws, regulations and agreements to enter into, execute, deliver and perform their respective obligations thereunder; (iii) that upon issuance of the 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; (iv) that the Shares will not be issued or transferred in violation of the restrictions on transfer and ownership of shares of stock of the Company set forth in Article Ninth of the Charter, as amended; and (v) that each award made under the Amended and Restated Plan will have been duly authorized, validly granted and duly exercised in accordance with the terms of the Amended and Restated Plan.
On the basis of such review, but subject to the limitations expressed herein, we are of the opinion, as of the date hereof, that the Shares being registered by the Registration Statement will, when issued in compliance with the Amended and Restated Plan and sold as contemplated under the Registration Statement, be legally issued, fully paid and non-assessable.
Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention. Our opinion herein is further limited solely to the laws of the United States of America and the laws of the State of Maryland solely as to the Code of Maryland (Article - Corporations and Associations). In rendering the opinion set forth herein, we have relied upon the documents provided by the Company as referenced above and have made no independent verification or investigation of factual matters pertaining thereto or to the Company.
This firm hereby consents to the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Bass, Berry & Sims PLC
Consent of Independent Registered Public Accounting Firm
National Health Investors, Inc.
Murfreesboro, Tennessee
We hereby consent to the incorporation by reference in the Registration Statement Form S-8 of our reports dated February 21, 2023 relating to the consolidated financial statements, and schedules and the effectiveness of National Health Investors, Inc.’s internal control over financial reporting, appearing in National Health Investors, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022.
/s/BDO USA, P.A.
Nashville, Tennessee
August 9, 2023
CONSENT OF INDEPENDENT AUDITOR
National Health Investors, Inc.
Murfreesboro, Tennessee
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 and the related Prospectus of National Health Investors, Inc. of our report dated February 21, 2023, with respect to the consolidated financial statements of Senior Living Communities, LLC as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022, included in National Health Investors, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, as amended (Form 10-K/A).
/s/ Moyer, DeVoe & Iocco, PLLC
Charlotte, North Carolina
August 9, 2023
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