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UHT > SEC Filings for UHT > Form 8-K on 9-Nov-2009All Recent SEC Filings

Show all filings for UNIVERSAL HEALTH REALTY INCOME TRUST | Request a Trial to NEW EDGAR Online Pro

Form 8-K for UNIVERSAL HEALTH REALTY INCOME TRUST


9-Nov-2009

Entry into a Material Definitive Agreement, Financial Statem


Item 1.01 Entry into a Material Definitive Agreement.

On November 6, 2009, Universal Health Realty Income Trust (the "Trust"), and UHS of Delaware, Inc. entered into an ATM Equity OfferingSM Sales Agreement (the "Sales Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"). Under the terms of the Sales Agreement, the Trust may offer and sell its common shares of beneficial interest, par value $0.01 per share ("Common Shares"), having an aggregate gross sales price of up to $50 million, from time to time, with Merrill Lynch acting as the Trust's sales agent and/or principal. Sales of Common Shares, if any, through Merrill Lynch acting as sales agent or directly to Merrill Lynch acting as principal, will be made by means of ordinary brokers' transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices.

The Common Shares will be offered pursuant to the Trust's shelf registration statement on Form S-3 (File No. 333-161330), which was declared effective by the Securities and Exchange Commission on September 8, 2009 (the "Registration Statement").

The Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the Sales Agreement is qualified in its entirety by reference to such exhibit. The Sales Agreement is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

A copy of the opinion of Fulbright & Jaworski L.L.P., relating to the legality of the Common Shares, is filed as Exhibit 5.1 to this Current Report and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

The Trust's press release announcing the ATM Equity Offering program is attached hereto as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1 ATM Equity OfferingSM Sales Agreement, dated November 6, 2009, between Universal Health Realty Income Trust, UHS of Delaware, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

5.1 Opinion of Fulbright & Jaworski L.L.P.

99.1 Form of Press Release, dated November 9, 2009.


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