-----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, WRlj4gbdjqLtzian+AQRTzLB4BqZ1cg4cL93awupxWxWkGivvhlimuHDOTqSVKM5 HF+fI+w9mTd+KpN5XDYzqg== 0000773141-98-000005.txt : 19980522 0000773141-98-000005.hdr.sgml : 19980522 ACCESSION NUMBER: 0000773141-98-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980520 EFFECTIVENESS DATE: 19980520 SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDC HOLDINGS INC CENTRAL INDEX KEY: 0000773141 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 840622967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53199 FILM NUMBER: 98629301 BUSINESS ADDRESS: STREET 1: 3600 S YOSEMITE ST STE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037731100 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE ST STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 S-8 1 As filed with the Securities and Exchange Commission on May 20, 1998 Registration No. 33- ------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 M.D.C. HOLDINGS, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 84-0622967 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3600 South Yosemite Street, Suite 900, Denver, Colorado 80237 ---------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) M.D.C. HOLDINGS, INC. EMPLOYEE EQUITY INCENTIVE PLAN AND M.D.C. HOLDINGS, INC. DIRECTOR EQUITY INCENTIVE PLAN ---------------------------------------------------- (Full Title of the Plan) Larry A. Mizel, President M.D.C. Holdings, Inc. 3600 South Yosemite Street, Suite 900 Denver, Colorado 80237 ------------------------------------- (Name and address of agent for service) (303)773-1100 ------------------------------------- (Telephone number, including area code, of agent for service) Copy to: Daniel S. Japha, Esq. General Counsel - Corporate M.D.C. Holdings, Inc. 3600 South Yosemite Street Suite 900 Denver, Colorado 80237 ------------------------- The Exhibit Index may be found on Pages II-3 and II-4 of this Registration Statement. - -------------------------------------------------------------------------------- -------------------------------
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------ Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Amount of Securities to to be Price Per Offering Registration be Registered Registered Share Price Fee - ------------- ---------- --------- --------- ----------- Common Stock 2,904,000 $5.6875 $16,516,500 $5,161.41 $0.01 par value Shares - ----------------------------------------------------------------------------------------- Common Stock $.01 par value 40,289 $7.375 $ 297,131 $ 90.04 - ----------------------------------------------------------------------------------------- Common Stock $.01 par value 350,000 $8.50 $ 2,975,000 $ 877.63 - ----------------------------------------------------------------------------------------- Common Stock $.01 par value 21,475 $11.375 $ 244,278 $ 74.02 - ----------------------------------------------------------------------------------------- Total 3,315,764 XXX $20,032,909 $6,203.10 Shares - ----------------------------------------------------------------------------------------- Fees with respect to 2,904,000 of the shares were previously computed and paid on Registration Statement 33-54429 filed on Form S-8. The $90.04 fee for 40,289 shares was computed and paid in accordance with Rule 457, using a per share price of $7.375 on Registration Statement 333-22371 filed on Form S-8. An additional 350,000 shares have been approved for issuance under the M.D.C. Holdings, Inc. Director Equity Incentive Plan (the "Director Plan). The fee for these 350,000 shares has been computed and is being paid in accordance with Rule 457, using a per share price of $8.50 with respect to those shares. The $74.02 fee for 21,475 shares was computed and is being paid in accordance with Rule 457, using a per share price of $11.375 with respect to those 21,475 shares. In accordance with Rule 429, this Registration Statement combines the 2,944,289 unsold shares from Registration Statements 33-54429 and 333-22371 with the present Registration Statement. 250,000 Non-Statutory Stock Options registered under Registration Statement 33-54429 have been canceled. Issuable upon exercise of Non-Statutory Options pursuant to the Director Plan. Issued pursuant to the Employee Equity Incentive Plan in connection with a portion of a special bonus paid by the Registrant in the form of shares of the Registrant's common stock.
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- M.D.C. HOLDINGS, INC. COMMON STOCK, $.01 PAR VALUE 1,255,680 Shares of Common Stock Acquired Under the M.D.C. Holdings, Inc. Employee Equity Incentive Plan and the M.D.C. Holdings, Inc. Director Equity Incentive Plan This Prospectus relates to the resale by certain employees, officers and directors (the "Selling Stockholders") of M.D.C. Holdings, Inc., a Delaware corporation (the "Company"), of shares of the Company's Common Stock, $.01 par value (the "Shares"). The Shares have been or will be acquired pursuant to the Company's Employee Equity Incentive Plan ("Employee Plan") and Director Equity Incentive Plan ("Director Plan") including shares of restricted stock issued to certain employees of the Company pursuant to the Employee Plan as all or a part of special bonuses authorized by the Company's Compensation Committee. The Company will not receive any proceeds from the sale of the Shares by the Selling Stockholders. The Common Stock of the Company is traded on the New York Stock Exchange ("NYSE") and the Pacific Exchange ("PCX") where prices are reported under the symbol "MDC." All expenses relating to the distribution of the shares are to be borne by the Company, other than commissions, concessions and discounts of underwriters, dealers or agents of the Selling Stockholders. See "Risk Factors" for a description of certain risks involved in the purchase of the Shares. ------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------- The Selling Stockholders may sell the Shares from time to time on terms to be determined at the time of sale directly or through agents, dealers or underwriters. The aggregate proceeds to the Selling Stockholders from the sale of the Shares sold by them pursuant to this Prospectus will be the purchase price of such Shares less any commissions. See "Plan of Distribution." Each of the Selling Stockholders reserves the right to accept or to reject, in whole or in part, any proposed purchase of its Shares. 1 The Selling Stockholders, and any underwriters, dealers or agents that participate with the Selling Stockholders in the distribution of the Shares, may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act") , and any commissions received by them and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. See "Plan of Distribution" for indemnification arrangements between the Company and the Selling Stockholders. --------------- The date of this Prospectus is May 20, 1998 2 AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 under the Securities Act, with respect to the Shares offered by this Prospectus. For the purposes hereof, the term "Registration Statement" means the original Registration Statement and any and all amendments thereto. This Prospectus does not contain all of the information set forth in the Registration Statement and the schedules and exhibits thereto, to which reference hereby is made. Each statement made in this Prospectus concerning a document filed as an exhibit to the Registration Statement is qualified in its entirety by reference to such exhibit for a complete statement of its provisions. The Company is subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the Company files reports, proxy statements and other information with the Commission. These items can be inspected, without charge, at the public reference facilities of the Commission at its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at its regional office at 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York 10007. Any interested party may obtain copies of these materials at prescribed rates from the Public Reference Section of the Commission at its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. In addition, such material can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York and the Pacific Stock Exchange, 115 Sansome Street, Suite 1104, San Francisco, California. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE This Prospectus incorporates by reference documents that are not presented or delivered with this Prospectus. Copies of any of these documents, including exhibits to such documents, are available upon request, and without charge, from M.D.C. Holdings, Inc., 3600 South Yosemite Street, Suite 900, Denver, Colorado 80237, Attention: Daniel S. Japha, Esq. Secretary and General Counsel-Corporate (telephone (303)773-1100). The following documents, which have been filed by the Company with the Commission, are incorporated by reference in this Prospectus. However, certain portions of the documents are not deemed filed: (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (ii) Proxy Statement dated March 24, 1998 relating to the 1998 Annual Meeting of Stockholders; (iii) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1998. 3 All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Shares shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the respective dates of filing of such documents, excluding those portions of such documents not deemed filed. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein, or in any subsequently filed document that also is or is modified to be incorporated by reference herein, modifies or supersedes such statement. Any such modified or superseded statement shall not be deemed to constitute a part of this Prospectus, except as so modified or superseded. PROSPECTUS SUMMARY The following summary is qualified in its entirety by the more detailed information and financial statements and notes thereto appearing elsewhere, or incorporated by reference, in this Prospectus. References herein to "MDC" or the "Company," unless otherwise indicated, refer to M.D.C. Holdings, Inc. and its subsidiaries. THE COMPANY MDC Holdings, Inc. ("MDC") is one of the largest homebuilders in the United States, building homes under the name "Richmond American Homes" and providing mortgage financing, primarily for MDC's homebuyers, through its wholly-owned subsidiary, HomeAmerican Mortgage Corporation ("HomeAmerican"). MDC is a major regional homebuilder with a significant presence in some of the country's best housing markets. The Company is the largest homebuilder in metropolitan Denver; among the top five builders in Riverside County, California, Northern Virginia, suburban Maryland, Tucson and Colorado Springs; among the top ten builders in Phoenix and Las Vegas; and has a growing presence in Orange Los Angeles, San Bernardino, Ventura and San Diego Counties, California . The Company also builds homes in the San Francisco Bay area. Homes are built and sold by wholly owned subsidiaries of the Company. The base prices for these homes range from approximately $75,000 to $500,000, although the Company builds homes with prices as high as $965,000. The Company's average sales prices per home closed in 1997 and the first three months of 1998, were $179,800 and $183,300, respectively. HomeAmerican is a full service mortgage lender, originating mortgage loans primarily for MDC's home buyers and, to a lesser extent, for others on a "spot" basis through offices located in each of MDC's markets. As the principal originator of mortgage loans for MDC's home buyers, HomeAmerican is an integral part of the homebuilding operations. The principal executive offices of the Company are located at 3600 South Yosemite Street, Suite 900, Denver, Colorado 80237. The Company's telephone number is (303) 773-1100. 4 THE OFFERING Shares offered hereby .......Up to 1,255,680 shares of the Company's Common Stock, $.01 par value per share. Trading .....................The Common Stock of the Company is traded on the NYSE and the PCX where prices are reported under the symbol "MDC."
Summary Consolidated Financial Information (Dollars in thousands, except per share data) Year Ended December 31, ------------------------------------------------------------------- Three Three Months Months Ended Ended 3/31/98 3/31/97 (unaudited) (unaudited) 1997 1996 1995 1994 1993 ----------- ----------- ---- ---- ---- ---- ---- Income Statement Data: Revenues. . . . . . . . . $ 243,501 $ 193,819 $ 969,562 $ 922,595 $ 865,856 $ 817,245 $ 634,323 Income before extraordinary item . . . $ 7,928 $ 3,586 $ 24,205 $ 20,799 $ 17,250 $ 19,255 $ 10,056 Diluted earnings per share before extraordinary item . . . . . . . . . . . $ .37 $ .18 $1.18 $ .98 $ .79 $ .87 $ .45 Diluted net income (loss) per share . . . . . . . . $(.31) $ .08 $1.08 $ .97 $ .79 $ .87 $1.16
December 31, ------------------------------------------------------------------------- 3-31-98 (unaudited) 1997 1996 1995 1994 1993 ----------- ---- ---- ---- ---- ---- Balance Sheet Data: Total assets $674,552 $621,770 $617,303 $634,811 $664,571 $653,366 Total debt $291,385 $248,551 $253,346 $305,334 $348,280 $345,676 Stockholders' equity $224,354 $229,593 $213,847 $205,033 $192,295 $175,854
5 RISK FACTORS Before making an investment in the Shares offered hereby, in addition to the other information set forth in this Prospectus, prospective investors should consider carefully the following factors. Leverage The home building industry is capital intensive. The Company finances a substantial portion of its land acquisition and residential construction activities by its subsidiaries incurring secured and unsecured indebtedness. As of March 31, 1998, the Company's total indebtedness was approximately $291 million and the Company's debt-to-equity ratio was approximately 1.3. Agreements governing certain indebtedness permit the Company to incur significant additional indebtedness. Although the Company expects to generate sufficient cash flow from operations to meet its debt service obligations, there can be no assurance that the Company will be able to do so. The ability of the Company to meet its obligations will depend upon the future performance of the Company and will be subject to financial, business and other factors affecting the business and operations of the Company, including general economic conditions. See "The Homebuilding Industry" and "Forward-Looking Statements" below. The Homebuilding Industry The homebuilding industry is cyclical and affected significantly by changes in economic conditions, the supply of homes, changes in governmental regulation (including uncertainties involving the entitlement process in the improvement of undeveloped land), increases in real estate taxes, energy costs and costs of materials and labor, the availability and cost of suitable land, environmental factors, weather and the availability of financing at rates and on terms acceptable to homebuilders and home buyers. In January 1998, home mortgage interest rates reached their lowest levels in 25 years, dropping to an average of 6.85% on a 30-year, fixed-rate mortgage. While current mortgage interest rates are low compared with historical rates, increases in mortgage interest rates, such as those occurring during the second and third quarters of 1996 when rates generally were above 8.0%, have affected adversely and may continue to affect adversely in the future, the Company's homebuilding and mortgage lending operations. The Company is unable to predict the extent to which recent or future changes in home mortgage interest rates will affect the Company's operating activities and results of operations. See "Forward-Looking Statements" below. 6 Regulatory and Environmental Factors The Company is subject to continuing compliance with various federal, state and local statutes, ordinances, rules and regulations, including, among others, zoning and land use ordinances, building, plumbing and electrical codes, contractors' licensing laws and health and safety regulations and laws (including but not limited to, those of the Occupational Safety and Health Administration). Various localities in which the Company operates have imposed (or may impose in the future) fees on developers to fund, among other things, schools, road improvements and low and moderate income housing. From time to time, various municipalities in which the Company operates, particularly in California and Nevada, restrict or place moratoriums on the availability of water and sewer taps. Additionally, certain jurisdictions in which the Company operates (particularly in California) have proposed or enacted growth initiatives restricting the number of building permits available in any given year. Although no assurance can be given as to future conditions or future governmental action, in general, the Company believes that it has, or under existing agreements and regulations ultimately can obtain, an adequate number of water and sewer taps and building permits for its inventory of land and land held for development. The Company's general policy is to acquire finished building sites and land for development only in areas which have, or will have upon completion of development, available building permits, access to utilities and other municipal service facilities necessary for anticipated development requirements. Generally, the zoning of land is suitable for its intended use when acquired by the Company. The homebuilding operations of the Company also are affected by environmental considerations pertaining to, among other things, availability of water, municipal sewage treatment capacity, land use, hazardous waste disposal, naturally occurring radioactive materials, building materials, population density and preservation of the natural terrain and vegetation (collectively, "Environmental Laws"). The particular Environmental Laws that apply to any homebuilding project vary greatly according to the site's location, environmental conditions and present and former uses. These Environmental Laws may result in delays, may cause the Company to incur substantial compliance and other costs and may prohibit or severely restrict homebuilding activity in certain environmentally-sensitive areas. Competition The real estate industry is fragmented and highly competitive. In each of its markets, the Company competes with numerous home builders, subdivision developers and land development companies (a number of which build nationwide). Home builders not only compete for customers, but also for, among other things, land on which to build homes, desirable financing, raw materials and skilled labor. In a number of its markets, the Company competes with home builders that are substantially larger and have greater financial resources than the Company. Competition for home sales is based, among other factors, on price, style, financing provided to prospective purchasers, location, quality, warranty service and general reputation in the community. 7 The mortgage industry is fragmented and highly competitive. In each of the areas in which it originates loans, HomeAmerican competes with numerous banks, thrifts and mortgage bankers, many of which are larger and have greater financial resources than HomeAmerican. Competition is based, on among other factors, pricing, loan terms and underwriting criteria. Sale of Financial Asset Management LLC On September 30, 1996 the Company sold its interest in Financial Asset Management LLC ("FAMC") a subsidiary of the Company that managed two real estate investment trusts. The sales proceeds of $11,450,000 included $6,000,000 of cash and $5,450,000 of subordinated convertible notes ("Notes"), which are payable at specified dates during the next 10 years and are convertible, under certain circumstances, into as much as a 47.6% ownership interest in FAMC. A gain of $5,450,000 attributable to the convertible notes was deferred at the time of the sale. The purchaser has paid the Company $1,000,000 of the Notes resulting in the recognition of $1,000,000 of gain in the periods the payments were received. The balance of the gain may be recognized, in whole or in part, in future periods based upon a number of factors, including collection of the notes' principal and the expiration of the conversion features. Due to the sale of FAMC and because the Company does not anticipate making additional mortgage-related investments, future operating profit from the Company's asset management operations will be immaterial. See "Forward-Looking Statements" below. Affiliated Transactions The Company has entered into several transactions with affiliates, including Larry A. Mizel, the Company's Chairman of the Board of Directors, President and Chief Executive Officer and David D. Mandarich, a Director, Executive Vice President - Real Estate and Chief Operating Officer of the Company and Chairman of the Board and President of Richmond American Homes of Colorado, Inc. Material transactions between the Company and its officers and directors are subject to review by the Company's Board of Directors, including a review of the fairness of the transaction. In certain cases, the Board obtains an independent appraisal. Tax Matters M.D.C. Holdings, Inc. and its wholly owned subsidiaries file a consolidated federal income tax return (an "MDC Consolidated Return"). Richmond American Homes of Colorado, Inc., (formerly Richmond Homes, Inc. I) and its wholly owned subsidiaries filed a separate consolidated federal income tax return (each a "Richmond Homes Consolidated Return") from its inception (December 28, 1989) through February 2, 1994, the date Richmond American Homes of Colorado, Inc. became a wholly owned subsidiary of MDC. 8 MDC's overall effective income tax rates of 38.5% and 38.7%, respectively, for the first quarters of 1998 and 1997, differed from the federal statutory rate of 35% primarily due to the impact of state income taxes. The IRS currently is examining the MDC Consolidated Returns for the years 1991 through 1995 and the Richmond Homes Consolidated Return for the period ended February 2, 1994. No audit reports have been issued by the IRS in connection with these examinations. In the opinion of management, adequate provision has been made for additional income taxes and interest, if any, which may result from these examinations; however, it is reasonably possible that the ultimate resolution could result in amounts which differ materially from amounts provided. DESCRIPTION OF COMMON STOCK The Company has authorized 100,000,000 shares of common stock, $.01 par value ("Common Stock"). At May 1, 1998 approximately 18,007,000 shares of the Common Stock were issued and outstanding. Holders of shares of Common Stock are entitled to one vote for each share held of record on matters submitted to a vote of stockholders. Holders of shares of the Common Stock do not have cumulative voting rights in the election of directors to the Company's Board of Directors, which is divided into three classes, with members of each class serving a three-year term. A vote by the holders of a majority of shares of the Common Stock present at a meeting at which a quorum is present is necessary to take action, except for certain extraordinary matters which require the approval of the holders of 80% of the outstanding shares of voting stock. In addition, certain Business Combinations, (as defined in the Company's Certificate of Incorporation, as amended (the "Certificate") but generally, a merger or consolidation of the Company with any holder (directly or indirectly) of more than 10% of the outstanding shares of voting stock of the Company (an "Interested Stockholder") or certain related parties; the sale or other disposition by the Company of any assets or securities to an Interested Stockholder involving assets or securities having a value of $15,000,000 or more than 15% of the book value of the total assets or 15% of the stockholders' equity of the Company; the adoption of any plan or proposal for the liquidation or dissolution of the Company; the adoption of any amendment to the Company's Bylaws; or any reclassification of securities, recapitalization, merger with a subsidiary or other transaction which has the effect of increasing an Interested Stockholder's proportionate ownership of the capital stock of the Company) involving the Company and an Interested Stockholder, must be approved by the holders of 80% of the shares of outstanding voting stock, unless approved by a majority of Continuing Directors (as defined in the Certificate) or unless certain minimum price and procedural requirements are met. In the case of any Business Combination involving payments to holders of shares of the Common Stock, the fair market value per share of such payments would have to be at least equal to the highest value determined under the following alternatives: (i) the highest price per share of the Common Stock paid by or on behalf of the Interested Stockholder during the two years prior to the public announcement of the proposed Business Combination (the "Announcement Date") or in the 9 transaction in which it became an Interested Stockholder, whichever is higher; and (ii) the fair market value per share of the Common Stock on the Announcement Date or on the date on which the Interested Stockholder became an Interested Stockholder, whichever is higher. "Fair market value" is defined in the Certificate to mean, in the case of exchange-listed or NASDAQ-quoted stock, the highest closing price or closing bid in the 30 days preceding the date in question, and, in the case of other property, the fair market value as determined by a majority of the Continuing Directors. Subject to the preferences applicable to any then outstanding shares of preferred stock of the Company, holders of shares of Common Stock are entitled to dividends when and as declared by the Board of Directors of the Company from funds legally available therefor and are entitled, in the event of liquidation, to share ratably in all assets remaining after payment of liabilities. The shares of Common Stock are neither redeemable nor convertible, and the holders thereof have no preemptive or subscription rights to purchase any securities of the Company. All issued and outstanding shares of Common Stock are validly issued, fully paid and nonassessable. SELLING STOCKHOLDERS The 1,255,680 shares of Common Stock shown in column B below and covered by this Prospectus are being offered by the Selling Stockholders identified in the table below. Such shares have been, or may be acquired, by the Selling Stockholders pursuant to (i) the exercise of options granted under the Employee Plan or the Director Plan (collectively, the "Plans"); or (ii) the grant of shares pursuant to the Employee Plan. For further information with respect to the Plans, see the Registration Statement of the Company (the "Registration Statement") of which this Prospectus is a part. The following table sets forth certain information, as of May 1, 1998, with respect to the Selling Stockholders and the shares of Common Stock offered hereby:
A B C D Shares owned Amount to To be Name and prior to this be offered owned after Percent position with the Company offering hereunder this offering of Class - ------------------------- ------------ ------------- ---------------- ------------ Larry A. Mizel, Chairman of 4,664,772 283,333 4,381,439 25.5% the Board of Directors, President and Chief Executive Officer David D. Mandarich, Executive 1,762,531 458,333 1,304,198 9.5% Vice President- Real Estate, Chief Operating Officer and a Director Steven J. Borick, Director 75,000 75,000 -0- * Gilbert Goldstein, Director 50,000 50,000 -0- * 10 A B C D Shares owned Amount to To be Name and prior to this be offered owned after Percent position with the Company offering hereunder this offering of Class - ------------------------- ------------ ------------- ---------------- ------------ William B. Kemper, Director 100,000 100,000 -0- * Herbert T. Buchwald 85,426 75,000 10,426 * Michael Touff, Vice President 81,930 76,930 5,000 * and General Counsel Paris G. Reece III, Senior Vice 108,388 68,518 39,870 * President, Chief Financial Officer and Principal Accounting Officer John J. Heaney, Vice President, 44,550 4,269 40,281 * Treasurer and Assistant Secretary Brian A. Peterson, Vice President - 2,000 2,000 -0- * Division Finance Daniel S. Japha, Secretary and 19,000 19,000 -0- * General Counsel-Corporate Carol S. Raznick, General 4,708 4,708 -0- * Counsel - Real Estate Arthur R. Lehl, Chief 10,000 10,000 -0- * Information Officer Steven U. Parker, Vice 6,210 6,210 -0- * President - Accounting and Administration Steven J. Betts, Former 1,500 1,500 -0- * Vice President and Controller, Richmond American Homes of Colorado, Inc. 11 A B C D Shares owned Amount to To be Name and prior to this be offered owned after Percent position with the Company offering hereunder this offering of Class - ------------------------- ------------ ------------- ---------------- ------------ Liesel Williams, Executive 879 879 -0- * Vice President - Operations, Richmond American Homes of Colorado, Inc. Robert T. Shiota, President 20,000 20,000 -0- * (S. California Div.), Richmond American Homes of California, Inc. - ------------------- * Represents less than one percent of the outstanding shares of Common Stock. Includes shares of Common Stock which may be purchased upon the exercise of all currently exercisable options and those exercisable within 60 days of the date of this Prospectus. Assumes the exercise and sale of all options included in Column A. The difference between the amounts in Column A and Column B. Shares owned prior to the offering shown in Column A divided by the 18,007,000 shares outstanding, plus options included in amounts in Column A. Includes 5,500 shares held by Mr. Mizel's wife, 1,115 shares owned by Mr. Mizel's children and 405,314 shares of Common Stock with respect to which Mr. Mizel may be considered the "beneficial owner," as defined under the Exchange Act, because he is a beneficiary of certain trusts which own all of the outstanding stock of CVentures, Inc., a corporation which controls the voting of these shares of Common Stock. Mr. Mizel is a director and officer of CVentures, Inc. Also includes 194,032 shares of Common Stock owned by certain trusts for the benefit of Mr. Mizel and certain members of his immediate family, over which shares Mr. Mizel does not exercise voting control, although he has a limited power of appointment allowing him to direct the trustee to gift all or a portion of such shares to any person other than himself or a creditor. Mr. Mizel disclaims beneficial ownership of the 194,032 shares. David D. Mandarich was elected Executive Vice President-Real Estate of the Company in April 1993 and appointed a director of the Company in March 1994. Mr. Mandarich was elected Chief Operating Officer of the Company on September 30, 1996. From April 1989 to April 1993, Mr. Mandarich served as a consultant to the Company. Includes indirect ownership of 4,000 shares held in the name of Mr. Mandarich's children. 12 Includes 25,000 shares issuable upon exercise of options that were granted and vested on December 1, 1997 but that may not be exercised until June 1, 1998. Includes 10,426 shares owned by a partnership in which Mr. Buchwald is a general partner.
PLAN OF DISTRIBUTION The Company is unaware of any plan by any of the Selling Stockholders to distribute or resell the shares of Common Stock offered hereby. The Company believes that those shares may be offered for sale from time to time either directly by the Selling Stockholders or by their transferees. Such sales may be made on the New York Stock Exchange or the Pacific Stock Exchange, in the over-the-counter market, or in privately negotiated transactions. Sales on an exchange or over-the-counter may be by means of one or more of the following: (a) a block trade in which a broker or dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a dealer as principal and resale by such dealer for its account pursuant to this Prospectus; (c) distribution on an exchange in accordance with the rules of the exchange; and (d) ordinary brokerage transactions and transactions in which the broker solicits purchasers. In effecting sales, brokers or dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. The Selling Stockholders may pay commissions or allow discounts to any brokers or dealers participating in the resale of the shares offered hereby, which commissions or discounts will be at the customary rates of such brokers for similar transactions. Those shares will be sold at market prices prevailing at the time of sale or at negotiated prices. As of the date of this Prospectus, the Company is not aware of any agreements, arrangements or understandings which have been entered into between any of the Selling Stockholders and any broker or dealer with respect to the sale of any of the shares of Common Stock to be offered hereby. In effecting such sales, each Selling Stockholder and brokers through whom such securities are sold may be deemed to be "underwriters" as that term is defined in Section 2(11)of the Securities Act of 1933, as amended, and any discounts, concessions or commissions received by any such person may be deemed to be underwriting discounts or commissions under the Act. Upon the Company being notified by a Selling Stockholder that any material arrangement has been entered into with an underwriter, broker or dealer for the sale of shares through a secondary distribution or a purchase by an underwriter, broker or dealer, a supplemented prospectus will be filed, if required, disclosing such of the following information as the Company believes appropriate: (i) the name of each such Selling Stockholder and of the participating underwriter, broker or dealer; (ii) the number of shares involved; (iii) the price at which such shares were sold; (iv) the commissions paid or discounts or concessions allowed to such underwriter, broker or dealer and (v) other facts material to the transaction. 13 The Company does not believe that the Shares offered will materially affect the Company's ability to raise additional capital. FORWARD-LOOKING STATEMENTS Some of the statements in this Prospectus, as well as statements made by the Company in periodic press releases, oral statements made by the Company's officials to analysts and shareowners, in the course of presentations about the Company and conference calls following quarterly earnings releases, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among other things, (i) general economic and business conditions; (ii) interest rate changes; (iii) competition; (iv) the availability and cost of land and other raw materials used by the Company in its homebuilding operations; (v) unanticipated demographic changes; (vi) shortages of labor; (vii) weather related slowdowns; (viii) slow growth initiatives; (ix) building moratoria; (x) governmental regulations including interpretations of income tax and environmental laws; and (xi) other factors over which the Company has little or no control. LEGAL MATTERS Certain matters with respect to the legality of the issuance of the Shares offered hereby will be passed upon for the Company by Daniel S. Japha, Esq., Denver, Colorado, Secretary and General Counsel-Corporate of the Company. Mr. Japha holds a total of 22,500 Shares and options to purchase Shares. 14 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference The following documents, which have been filed by the Registrant with the Securities and Exchange Commission, are hereby incorporated by reference into this Registration Statement. (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997. (b) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1998. (c) Proxy Statement dated March 30, 1998 relating to the Registrant's 1998 Annual Meeting of Stockholders. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, except those portions of such documents not deemed filed, shall be deemed to be incorporated by reference into this Registration Statement and shall be a part hereof from the date of such filing. Item 4. Description of Securities No information is required to be furnished hereunder because the Registrant's common stock is registered under Section 12 of the Securities Exchange Act of 1934. Item 5. Interests of Named Experts and Counsel The opinion as to the legality of the securities being registered of Daniel S. Japha, Esq. who is employed full time by the Registrant as Secretary and General Counsel-Corporate and Secretary, is filed as an exhibit to this Registration Statement. Mr. Japha holds options to purchase 21,500 shares of the Company's common stock at exercise prices ranging from $5.625 to $11.375 and owns 1,000 shares of the Company's common stock. Item 6. Indemnification of Directors and Officers Article Eighth of the Registrant's Certificate of Incorporation and Article VIII of the Registrant's bylaws provide for mandatory indemnification of directors and officers to the fullest extent permitted by Delaware law. A summary of the circumstances in which such indemnification is provided for is contained below, but that description is qualified in its entirety by reference to II-1 Article Eighth of the Registrant's Certificate of Incorporation, Article VIII of the Registrant's ByLaws and the relevant section of the Delaware General Corporation Law. Section 145 of the Delaware General Corporation Law, in general, provides that a corporation may indemnify any director, officer, employee or agent of a corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (including any civil, criminal, administrative or investigative proceeding other than an action by or in the right of the corporation) to which the person was a party by reason of such status. Such indemnity may be provided if the person's actions resulting in the liabilities: (I) were taken in good faith; (ii) were reasonably believed to have been in or not opposed to the corporation's best interest; and (iii) with respect to any criminal action, the person had no reasonable cause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determination of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders that the applicable standard of conduct was met by the individual to be indemnified. Indemnification in connection with a proceeding by or in the right of the corporation in which the director, officer, employee or agent is successful is permitted only with respect to expenses, including attorneys' fees actually and reasonably incurred in connection with the defense. In such actions, the person to be indemnified must have acted in good faith, in a manner believed to have been in or not opposed to the corporation's best interest and must not have been adjudged liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Indemnification is otherwise prohibited in connection with a proceeding brought on behalf of the corporation, or in connection with any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improper personal benefit. Section 145 further provides that to the extent a director, officer, employee or agent is wholly successful on the merits or otherwise in defense of any proceeding to which he was a party, he is entitled to receive indemnification against expenses, (including attorneys' fees) actually and reasonably incurred in connection with the proceeding. Delaware law authorizes a corporation to reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in connection with a proceeding, in advance of a final disposition of the matter. Such advances of expenses are permitted if the person furnishes to the corporation a written agreement to repay such advances if it is determined that he is not entitled to be indemnified by the corporation. The statutory section cited above further specifies that any provisions for indemnification or advances for expenses does not exclude other rights under the corporation's Certificate of Incorporation, Bylaws, resolutions of its stockholders or disinterested directors, or otherwise. These indemnification provisions continue for a person who has ceased to be a director, officer, employee II-2 or agent of the corporation and inure to the benefit of the heirs, executors and administrators of such persons. The statutory provision cited above also grants the power to a corporation to purchase and maintain insurance policies which protect any director, officers, employee or agent against any liability asserted against or incurred by them in such capacity arising out of his status as such. Such policies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it. No such policies providing protection against liabilities imposed under the securities laws have been obtained by the Registrant. The Delaware General Corporation Law and Article Eighth of the Registrant's Certificate of Incorporation, under certain circumstances provide that the Registrant's directors will not be personally liable to the Registrant for monetary damages for breach of fiduciary duty. A summary of the circumstances in which such exoneration is provided is contained below, but that description is qualified in its entirety by reference to Article Eighth of the Registrant's Certificate of Incorporation and the relevant Sections of the Delaware General Corporation Law. In general, the Delaware General Corporation Law provides that any director of a corporation shall not be personally liable to the corporation or its stockholders for damages for breach of fiduciary duty as a director, except for liability (I) for any breach of the director's duty of loyalty to the corporation to its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any personal benefit. If the Delaware General Corporation Law is amended to further eliminate or limit the personal liability of directors after adoption by a corporation of this provision, then the liability of a director of a corporation shall be eliminated or limited to the fullest extent permitted by the amended Delaware General Corporation Law. Item 7. Exemption From Registration Claimed Not Applicable. Item 8. Exhibits Exhibit No. Description 4.1 M.D.C. Holdings, Inc. Employee Equity Incentive Plan (incorporated herein by reference to Exhibit A of the Company's Proxy Statement dated May 14, 1993 relating to the 1993 Annual Meeting of Stockholders)* 4.2 M.D.C. Holdings, Inc. Director Equity Incentive Plan (incorporated herein by reference to Exhibit B of the Company's Proxy Statement dated May 14, 1993 relating to the 1993 Annual Meeting of Stockholders)* II-3 4.2(a) First Amendment to M.D.C. Holdings, Inc. Director Equity Incentive Plan (incorporated herein by reference to Exhibit A of the Company's Proxy Statement dated March 24, 1997 relating to the 1997 Annual Meeting of Stockholders)* 4.3(a) Form of Employee Incentive Stock Option (incorporated herein by reference to Exhibit 4.3(a) of the Company's Registration Statement on Form S-8, Registration No. 33-54429)* 4.3(b) Form of Employee Non-Statutory Option (incorporated herein by (reference to Exhibit 4.3(b) of the Company's Registration Statement on Form S-8, Registration No. 33-54429)* 4.3(c) Form of Director Non-Statutory Option (incorporated herein by reference to Exhibit 4.3(c) of the Company's Registration Statement on Form S-8, Registration No. 33-54429)* 5 Opinion of Daniel S. Japha, Esq. as to legality of securities being registered 23.1 Consent of Price Waterhouse LLP, Independent Accountants 23.2 Consent of Daniel S. Japha, Esq. (filed as part of Exhibit 5 above) - ----------- * Incorporated herein by reference. Item 9. Undertakings (a) The undersigned Registrant hereby undertakes: (i) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (ii) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (iii) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-4 (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on May 20, 1998. M.D.C. Holdings, Inc. By: /s/ Paris G. Reece III ----------------------------- Paris G. Reece III, Senior Vice President, Chief Financial Officer and Principal Accounting Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and/or directors of M.D.C. Holdings, Inc., by virtue of their signatures appearing below, hereby constitute and appoint Larry A. Mizel, Paris G. Reece III and Daniel S. Japha, or any one of them, with full power of substitution, as attorney-in-fact in their names, places and steads to execute any and all amendments to this Registration Statement on Form S-8 in the capacities set forth opposite their names on the signature page thereof and hereby ratify all that said attorney-in-fact may do by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Larry A. Mizel - ---------------------- Chairman of the May 20, 1998 Larry A. Mizel Board of Directors President and Chief Executive Officer /s/ David D. Mandarich - ---------------------- Executive Vice May 20, 1998 David D. Mandarich President - Real Estate, Chief Operating Officer and Director II-6 /s/ Paris G. Reece III - ---------------------- Senior Vice May 20, 1998 Paris G. Reece III President and Chief Financial Officer (principal financial and accounting officer /s/ Steven J. Borick - ---------------------- Director May 20, 1998 Steven J. Borick /s/ Gilbert Goldstein - ---------------------- Director May 20, 1998 Gilbert Goldstein /s/ William B. Kemper - ---------------------- Director May 20, 1998 William B. Kemper /s/ Herbert T. Buchwald - ---------------------- Director May 20, 1998 Herbert T. Buchwald II-7 EX-5 2 Exhibit 5 May 20, 1998 M.D.C. Holdings, Inc. 3600 South Yosemite Street Suite 900 Denver, Colorado 80237 Ladies and Gentlemen: M.D.C. Holdings, Inc. (the "Company") has filed with the Securities and Exchange Commission a registration statement (the "Registration Statement") on Form S-8 (Number 33- ), which relates to the registration of 3,315,764 -------- shares of the $.01 par value Common Stock of the Company (the "Shares") which may be issued to employees, officers and directors of the Company and its subsidiaries in accordance with the Company's Employee Equity Incentive Plan and Director Equity Incentive Plan (collectively, the "Plans"). I have examined such corporate records of the Company and such other documents as I have deemed appropriate to render this opinion. Based upon the foregoing, I am of the opinion that the Shares, when sold and issued as contemplated in the Registration Statement and pursuant to the Plans, will be legally issued (subject to compliance with applicable federal and state securities laws), fully paid and are non-assessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Sincerely, /s/ Daniel S. Japha ----------------------- Daniel S. Japha General Counsel - Corporate and Secretary EX-23.1 3 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporating by reference in this Registration Statement on Form S-8 of our report dated February 5, 1998 appearing on page F-2 of M.D.C. Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997. /s/ Price Waterhouse - ------------------------ PRICE WATERHOUSE Denver, Colorado May 20, 1998 -----END PRIVACY-ENHANCED MESSAGE-----