June 30, 2011 Form 10-Q/A




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 10-Q/A

 

 

(Mark One)

 

 

 

[ x ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2011

 

 

[    ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the transition period from _____________ to _____________

 

 

 

 

Commission File Number  001-10822

 

 

National Health Investors, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

Maryland

 

 

62-1470956

(State or other jurisdiction of incorporation or organization)

 

 

(I.R.S. Employer Identification No.)

 

 

 

 

222 Robert Rose Drive, Murfreesboro, Tennessee

 

 

37129

(Address of principal executive offices)

 

 

(Zip Code)

 

 

 

 

                                (615) 890-9100                                

(Registrant’s telephone number, including area code)

 

 

 

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                          Yes [ x ]  No [    ]

 

 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).             Yes [ x ]  No [    ]

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer          [ x ]

Accelerated filer                      [    ]

Non-accelerated filer            [    ]

Smaller reporting company     [    ]

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        Yes [    ]  No [ x ]

 

There were 27,715,253 shares of common stock outstanding of the registrant as of August 2, 2011.







EXPLANATORY NOTE


The sole purpose of this Amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011 (the “10-Q”), as filed with the Securities and Exchange Commission on August 4, 2011, is to furnish the Interactive Data File exhibits pursuant to Rule 405 of Regulation S-T. No other changes have been made to the 10-Q, and this Amendment has not been updated to reflect events occurring subsequent to the filing of the 10-Q.


OTHER INFORMATION

ITEM 6.     EXHIBITS.

The following exhibits are filed as part of this report or incorporated by reference:

 

Exhibit No.

Description

 

3.1                 

Articles of Incorporation (incorporated by reference to

Exhibit 3.1 to Form S-11 Registration Statement No. 33-41863)

 

 

 

 

3.2

Amendment to Articles of Incorporation (incorporated by

reference to Exhibit A to the Company’s Definitive Proxy

Statement filed March 23, 2009)

 

 

 

 

3.3

Bylaws (incorporated by reference to Exhibit 3.2 to Form S-11

Registration Statement No. 33-41863)

 

 

 

 

10.1

Third Amendment dated May 3, 2011 to the Employment

Agreement dated February 25, 2009 by and between NHI and J.

Justin Hutchens (incorporated by

reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 4, 2011)

 

 

 

 

31.1

Certification of Chief Executive Officer pursuant to

18 U.S.C. Section 1350, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by

reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 4, 2011)

 

 

 

 

31.2

Certification of Principal Financial Officer pursuant to

18 U.S.C Section 1350, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by

reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 4, 2011)

 

 

 

 

32

Certification of Chief Executive Officer and

Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002 (incorporated by

reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 4, 2011)

 

 

 

 

101*

Interactive data files pursuant to Rule 405 of Regulation S-T


*Filed with this Form 10-Q/A for National Health Investors, Inc.




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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 thereunto duly authorized.


 

NATIONAL HEALTH INVESTORS, INC.

 

(Registrant)

 

 

Date: September 1, 2011              

/s/J. Justin Hutchens                                     

 

J. Justin Hutchens

 

President, Chief Executive Officer,

 

and Director

 

 

 

Date: September 1, 2011              

/s/Roger R. Hopkins                                        

 

Roger R. Hopkins

 

Chief Accounting Officer

 

(Principal Financial Officer)




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