1 As filed with the Securities and Exchange Commission on March 21, 2000 Registration No. 33-97888 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- HEALTHCARE REALTY TRUST INCORPORATED (Exact Name of Registrant as Specified in Its Charter) MARYLAND 62-1507028 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 3310 WEST END AVENUE FOURTH FLOOR NASHVILLE, TENNESSEE 37203 (615) 269-8175 (Address, Including Zip Code, and Telephone Number Including Area Code, of Registrant's Principal Executive Offices) DAVID R. EMERY HEALTHCARE REALTY TRUST INCORPORATED 3310 WEST END AVENUE FOURTH FLOOR NASHVILLE, TENNESSEE 37203 (615) 269-8175 (Name, Address, Including Zip Code, and Telephone Number Including Area Code, of Agent for Service) -------------------- COPIES TO: THEODORE W. LENZ, ESQ. WALLER LANSDEN DORTCH & DAVIS, A PROFESSIONAL LIMITED LIABILITY COMPANY NASHVILLE CITY CENTER 511 UNION STREET, SUITE 2100 NASHVILLE, TENNESSEE 37219 (615) 244-6380 -------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If only the securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration No. 33-97888 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] _____________________________________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ] CALCULATION OF REGISTRATION FEE ============================================================================================================================== Title of Each Class of Proposed Maximum Aggregate Amount of Securities to be Registered Offering Price Registration Fee - ------------------------------------------------------------------------------------------------------------------------------ Debt Securities, Preferred Stock (par value $.01 per share), Common Stock Warrants and Common Stock (par value $.01 per share) $250,000,000 $86,207(1) - ------------------------------------------------------------------------------------------------------------------------------ Debt Securities, Preferred Stock (par value $.01 per share), Common Stock Warrants and Common Stock (par value $.01 per share) $26,176,088 $6,911(2) ============================================================================================================================== (1) Previously registered under Registration Statement No. 33-97888. Registration fee of $86,207 previously paid in conjunction therewith. (2) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended. 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The information in the Registration Statement on Form S-3, including exhibits thereto, filed by Healthcare Realty Trust Incorporated with the Securities and Exchange Commission (Registration No. 33-97888) pursuant to the Securities Act of 1933, as amended, is incorporated by reference into this Registration Statement. 3 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 requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on March 15, 2000. HEALTHCARE REALTY TRUST INCORPORATED By: /s/ David R. Emery ----------------------------------- David R. Emery Chairman of the Board and President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of David R. Emery and Timothy G. Wallace, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully and to all intents and purposes as each might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 dates indicated. NAME TITLE DATE - ---- ----- ---- /s/ David R. Emery Chairman of the Board, President March 15, 2000 - ---------------------------------------- (Principal Executive Officer) and Director David R. Emery /s/ Timothy G. Wallace Executive Vice President and Chief March 15, 2000 - ---------------------------------------- Financial Officer (Principal Financial and Timothy G. Wallace Accounting Officer) /s/ Roger O. West Executive Vice President and General March 15, 2000 - ---------------------------------------- Counsel Roger O. West /s/ Fredrick M. Langreck Treasurer and Comptroller March 15, 2000 - ---------------------------------------- Fredrick M. Langreck /s/ Errol L. Biggs, Ph.D. Director March 15, 2000 - ---------------------------------------- Errol L. Biggs, Ph.D. /s/ Thompson S. Dent Director March 15, 2000 - ---------------------------------------- Thompson S. Dent II-1 4 /s/ Charles Raymond Fernandez, M.D. Director March 15, 2000 - ---------------------------------------- Charles Raymond Fernandez, M.D. /s/ Batey M. Gresham, Jr. Director March 15, 2000 - ---------------------------------------- Batey M. Gresham, Jr. /s/ Marliese E. Mooney Director March 15, 2000 - ---------------------------------------- Marliese E. Mooney /s/ Edwin B. Morris III Director March 15, 2000 - ---------------------------------------- Edwin B. Morris III /s/ John Knox Singleton Director March 15, 2000 - ---------------------------------------- John Knox Singleton II-2 5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------- ----------------------- 5.1 -- Opinion of Waller Lansden Dortch & Davis, A Professional Limited Liability Company 23.1 -- Consent of Waller Lansden Dortch & Davis (included in its opinion filed as Exhibit 5.1) 23.2 -- Consent of Ernst & Young, LLP (filed as Exhibit 23 to the Company's Form 10-K for the year ended December 31, 1999 and hereby incorporated by reference) 24.1 -- Power of Attorney (set forth on page II-1)