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): May 21, 2012
Healthcare Trust of America, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 000-53206 | 20-4738467 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona | 85254 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: 480-998-3478
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
The board of directors of Healthcare Trust of America, Inc. (“HTA”) previously adopted a distribution reinvestment plan (“DRIP”) pursuant to which existing holders of shares of HTA common stock may purchase additional shares by automatically reinvesting all of their cash distributions in shares of HTA common stock. On May 21, 2012, our board of directors determined that it is in the best interest of HTA and its stockholders to terminate the DRIP in connection with its listing on the New York Stock Exchange of its Class A common stock. As a result, all distributions beginning with the distribution for May 2012, which will be paid on or around June 1, 2012, will be paid in cash.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is deemed “furnished” and not filed under Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 Letter to Participants in the Distribution Reinvestment Plan dated May 21, 2012
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.
| Healthcare Trust of America, Inc. | ||||||
| By: | /s/ Scott D. Peters | |||||
| May 21, 2012 | Name: | Scott D. Peters | ||||
| Title: | Chief Executive Officer & President | |||||