-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pe3q/85zE1GfQugRRTYQrnk9CBLQfxtp9PoRkz2vNF4hH5b9ykyomJSzkMfQJpEG rMlBHTiKK+i3WIe036WR8w== 0000950123-09-036262.txt : 20090819 0000950123-09-036262.hdr.sgml : 20090819 20090818184024 ACCESSION NUMBER: 0000950123-09-036262 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090819 DATE AS OF CHANGE: 20090818 EFFECTIVENESS DATE: 20090819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTEX CORP CENTRAL INDEX KEY: 0000018532 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 750778259 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-86041 FILM NUMBER: 091022561 BUSINESS ADDRESS: STREET 1: 2728 N HARWOOD STREET 2: - CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-981-5000 MAIL ADDRESS: STREET 1: PO BOX 199000 STREET 2: - CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: CENTEX CONSTRUCTION CO INC DATE OF NAME CHANGE: 19681211 S-8 POS 1 c53059isv8pos.htm S-8 POS sv8pos
As filed with the Securities and Exchange Commission on August 19, 2009
Registration No. 333-86041
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
 
CENTEX CORPORATION
 
(Exact name of registrant as specified in its charter)
     
Nevada   75-0778259
     
(State or other jurisdiction of
Incorporation or organization) 		  (IRS Employer
Identification No.)
     
c/o Pulte Homes, Inc.
100 Bloomfield Hills Parkway, Suite 300
Bloomfield Hills, Michigan 		  48304
     
(Address of Principal Executive Offices)   (Zip Code)
Second Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan
(Full title of the plans)
Steven M. Cook
Senior Vice President and Secretary
Centex Corporation
c/o Pulte Homes, Inc.
100 Bloomfield Hills Parkway, Suite 300
Bloomfield Hills, MI 48304
(Name and address of agent for service)
(248) 647-2750
(Telephone number, including area code, of agent for service)
      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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o
(Do not check if a smaller reporting company)		   Smaller reporting company o
 
 

 

 

TERMINATION OF REGISTRATION
     This Post-Effective Amendment No. 1, filed by Centex Corporation, a Nevada corporation (the “Company”), deregisters all shares of the Company’s common stock, par value $0.25 per share (“Common Stock”), that had been registered for issuance under the Second Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan on the Company’s Registration Statement on Form S-8 (File No. 333-86041) (the “Registration Statement”) that remain unsold upon the termination of the sale of shares covered by the Registration Statement.
     On August 18, 2009, pursuant to an Agreement and Plan of Merger, dated as of April 7, 2009, by and among the Company, Pulte Homes, Inc., a Michigan corporation (“Pulte”), and Pi Nevada Building Company, a wholly owned subsidiary of Pulte (“Merger Sub”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Pulte (the “Merger”). As a result, the Company has terminated all offerings of its Common Stock pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of the Company’s Common Stock which remain unsold at the termination of the offering, the Company hereby removes from registration all shares of its Common Stock under the Registration Statement which remained unsold as of the effective time of the Merger.

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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 of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bloomfield Hills, State of Michigan, on August 19, 2009.
         
  CENTEX CORPORATION
 		  
  By:   /s/ Steven M. Cook    
    Steven M. Cook   
    Senior Vice President and Secretary   
 
     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
        
/s/ Richard J. Dugas, Jr.
 
Richard J. Dugas, Jr.
  President and Member of the Board of Directors (Principal Executive Officer)   August 19, 2009
 
        
/s/ Roger A. Cregg
 
Roger A. Cregg
  Executive Vice President, Chief Financial Officer and Member of the Board of Directors (Principal Financial Officer)   August 19, 2009
 
        
/s/ Michael J. Schweninger
 
Michael J. Schweninger
  Vice President and Controller (Principal Accounting Officer)   August 19, 2009
 
        
/s/ Steven M. Cook
 
Steven M. Cook
  Member of the Board of Directors    August 19, 2009

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