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): OCTOBER 12, 2005 MEDICAL PROPERTIES TRUST, INC. (Exact Name of Registrant as Specified in Charter) COMMISSION FILE NUMBER 001-32559 MARYLAND 20-0191742 (State or other jurisdiction (I. R. S. Employer of incorporation or organization) Identification No.) 1000 URBAN CENTER DRIVE, SUITE 501 BIRMINGHAM, AL 35242 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (205) 969-3755 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. AMENDMENT TO THE AMENDED AND RESTATED MEDICAL PROPERTIES TRUST, INC. 2004 EQUITY INCENTIVE PLAN. On October 12, 2005, at the Annual Meeting of Stockholders, the stockholders of Medical Properties Trust, Inc. (the "Company") approved an amendment to the Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive Plan (the "Equity Incentive Plan"). The amendment increases the number of shares reserved for issuance under the Equity Incentive Plan by 3,900,000, bringing the total number of shares issuable thereunder to 4,691,180. The foregoing summary of the amendment to the Equity Incentive Plan is qualified in its entirety by reference to the full text of the Equity Incentive Plan, as amended, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (incorporating by reference therein Appendix B to the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 13, 2005). ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) EXHIBITS: EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.1 Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive Plan, incorporated by reference to Appendix B to the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 13, 2005 10.2 Form of Stock Option Award Awarded to Independent Director under the Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive Plan 10.3 Form of Restricted Stock Award Awarded to Independent Director under the Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive Plan 10.4 Form of Restricted Stock Award under the Amended and Restated Medical Properties Trust 2004 Equity Incentive Plan 10.5 Form of Deferred Stock Unit Award Awarded to Independent Director under the Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive Plan SIGNATURE 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. MEDICAL PROPERTIES TRUST, INC. (Registrant) By: /s/ R. Steven Hamner ------------------------------------ R. Steven Hamner Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Date: October 18, 2005 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.1 Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive Plan, incorporated by reference to Appendix B to the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 13, 2005 10.2 Form of Stock Option Award Awarded to Independent Director under the Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive Plan 10.3 Form of Restricted Stock Award Awarded to Independent Director under the Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive Plan 10.4 Form of Restricted Stock Award under the Amended and Restated Medical Properties Trust 2004 Equity Incentive Plan 10.5 Form of Deferred Stock Unit Award Awarded to Independent Director under the Amended and Restated Medical Properties Trust, Inc. 2004 Equity Incentive Plan