As filed with the Securities and Exchange Commission on June 17, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Taylor Morrison Home Corporation
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of |
83-2026677 |
4900 N. Scottsdale Road, Suite 2000
Scottsdale, AZ 85251
(Address, including zip code, of Registrant’s principal executive offices)
Taylor Morrison 2013 Omnibus Equity Incentive
Plan, As Amended
(Full title of the plan)
Darrell C. Sherman, Esq.
Executive Vice President and Chief Legal Officer
4900 N. Scottsdale Road, Suite 2000
Scottsdale, AZ 85251
(480) 840-8100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPIES TO:
John C. Kennedy, Esq.
Lawrence G. Wee, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas New York,
New York 10019–6064
(212) 373-3000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Taylor Morrison Home Corporation (the “Company”) is filing this Registration Statement to register an additional 983,000 shares of its common stock, par value $0.00001 per share (the “Common Stock”), for issuance under the Taylor Morrison 2013 Omnibus Equity Award Plan (as amended and restated from time to time, the “2013 Plan”). An amendment to increase the number of shares available to be awarded under the 2013 Plan from 14,178,459 shares to 15,161,459 shares was described in the Company’s definitive proxy statement, filed with the Securities Exchange Commission (the “Commission”) on April 12, 2022 and was approved by the Company’s shareholders on May 26, 2022. The Company previously filed a Registration Statement on Form S-8 on February 6, 2020 (File No. 333-236287) to register an additional 1,090,003 shares of Common Stock then authorized for issuance under the 2013 Plan (the “Existing Form S-8”). Pursuant to General Instruction E to Form S-8, the contents of the Company’s Registration Statement on the Existing Form S-8 are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the Existing Form S-8 are presented herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference |
The following documents filed with the Commission by the Company are incorporated by reference in this Registration Statement:
| 1. | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (filed on February 23, 2022); |
| 2. | The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (filed on April 27, 2022); |
| 3. | The Company’s definitive proxy statement on Schedule 14A for the fiscal year ended December 31, 2021 (filed on April 12, 2022); |
| 4. | The Company’s Current Reports on Form 8-K (filed on March 14, 2022, May 2, 2022 and May 31, 2022); and |
| 5. | The description of the Common Stock contained in the Company’s Registration Statement on Form 8-A/A filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on June 10, 2019, and any amendment or report filed for the purpose of updating any such description. |
In addition, all reports and documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of the filing of such documents.
| II-1 |
| Item 8. | Exhibits |
The following exhibits are filed or incorporated by reference as part of this Registration Statement.
Exhibit Index
| * | Filed herewith. |
| II-2 |
SIGNATURES
Pursuant to the requirements of the Securities Act, Taylor Morrison Home Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on June 17, 2022.
| TAYLOR MORRISON HOME CORPORATION | |||
| By: | /s/ Sheryl D. Palmer | ||
| Name: | Sheryl D. Palmer | ||
| Title: | President and Chief Executive Officer | ||
| II-3 |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Sheryl D. Palmer, Louis Steffens and Darrell C. Sherman, acting singly, his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this Registration Statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below on June 17, 2022, by the following persons in the capacities indicated.
| Signature | Title | |
| /s/ Sheryl D. Palmer | President and Chief Executive Officer and | |
| Sheryl D. Palmer | Chairman of the Board of Directors | |
| (Principal Executive Officer) | ||
| /s/ Louis Steffens | Chief Financial Officer | |
| Louis Steffens | (Principal Financial Officer) | |
| /s/ Joseph Terracciano | Chief Accounting Officer | |
| Joseph Terracciano | (Principal Accounting Officer) | |
| /s/ Peter Lane | Director | |
| Peter Lane | ||
| /s/ William H. Lyon | Director | |
| William H. Lyon | ||
| /s/ Anne L. Mariucci | Director | |
| Anne L. Mariucci | ||
| /s/ David C. Merritt | Director | |
| David C. Merritt | ||
| /s/ Andrea Owen | Director | |
| Andrea Owen | ||
| /s/ Denise F. Warren | Director | |
| Denise F. Warren | ||
| /s/ Christopher Yip | Director | |
| Christopher Yip |
| II-4 |
EXHIBIT 5.1
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
212-373-3000
212-757-3990
June 17, 2022
Taylor Morrison Home Corporation
4900 N. Scottsdale Road, Suite 2000
Scottsdale, AZ 85251
Ladies and Gentlemen:
We have acted as special counsel to Taylor Morrison Home Corporation, a Delaware corporation (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of 983,000 shares of the Company’s common stock, par value $0.00001 per share (the “Shares”), issuable in respect of awards to be granted under the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan (as amended and restated, the “2013 Plan”).
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
| 1. | the Registration Statement; and |
| 2. | the 2013 Plan and the forms of award agreements (collectively, the “Agreements”) relating to the awards to acquire Shares granted under the 2013 Plan. |
In addition, we have examined (i) such corporate records of the Company that we have considered appropriate, including a copy of the certificate of incorporation, as amended and restated, and the by-laws, as amended and restated, of the Company, certified by the Company as in effect on the date of this letter, and copies of resolutions of the board of directors of the Company relating to the issuance of the Shares, certified by the Company, and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinion expressed below. We have also relied upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all such agreements and documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.
| Taylor Morrison Home Corporation | 2 |
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued, delivered and paid for in accordance with the terms of the 2013 Plan and any applicable Agreement under the 2013 Plan, the Shares will be validly issued, fully paid and non-assessable.
The opinion expressed above is limited to the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.
| Very truly yours, | |
| /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP | |
| PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 23, 2022 relating to the financial statements of Taylor Morrison Home Corporation and the effectiveness of Taylor Morrison Home Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Taylor Morrison Home Corporation for the year ended December 31, 2021.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
June 17, 2022
EXHIBIT 107
Calculation of Filing Fee Table
S-8
(Form Type)
Taylor Morrison Home Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price(3) |
Fee Rate |
Amount of Registration Fee |
| Equity | Common Stock | Rule 457(c) and 457(h) | 983,000(2) | $25.17 | $24,742,110.00 | 0.0000927 | $2,293.59 |
| Total Offering Amounts | $24,742,110.00 | $2,293.59 | |||||
| Total Fees Previously Paid | $0 | ||||||
| Total Fee Offsets | $0 | ||||||
| Net Fee Due | $2,293.59 | ||||||
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions. |
| (2) | Consists of shares of common stock issuable in respect of awards to be granted under the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan, as amended. |
| (3) | Pursuant to Rule 457(c) and (h) under the Securities Act, the proposed maximum offering price per share was determined based on the average of the high and low prices of Taylor Morrison Home Corporation’s common stock reported by the New York Stock Exchange on June 13, 2022. |