-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Qv8QxPbt6JkyD1FC8y2eoB2G2VvrgUQFmv+s35UbUb2rITFlDABdvG/Tftx76MH9 YcxD7g+5hD+DuGBf6aLW0A== 0000794170-95-000008.txt : 19950619 0000794170-95-000008.hdr.sgml : 19950619 ACCESSION NUMBER: 0000794170-95-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950616 EFFECTIVENESS DATE: 19950705 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOLL BROTHERS INC CENTRAL INDEX KEY: 0000794170 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 232416878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60289 FILM NUMBER: 95547454 BUSINESS ADDRESS: STREET 1: 3103 PHILMONT AVE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 2159388000 MAIL ADDRESS: STREET 1: 3103 PHILMONT AVENUE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 S-8 1 Registration No. 33- - ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement under The Securities Act of 1933 TOLL BROTHERS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 23-2416878 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) 3103 Philmont Avenue, Huntingdon Valley, PA 19006 (Address of Principal Executive Offices) (Zip Code) Toll Brothers, Inc. Stock Option and Incentive Stock Plan (1995) (Full Title of the Plan) Robert I. Toll Chairman of the Board and Chief Executive Officer Toll Brothers, Inc. 3103 Philmont Avenue Huntingdon Valley, Pennsylvania 19006 (Name and Address of Agent For Service) (215) 938-8000 (Telephone Number, Including Area Code, of Agent For Service) Copies to: Mark K. Kessler, Esquire Wolf, Block, Schorr and Solis-Cohen 12th Floor Packard Building Philadelphia, Pennsylvania 19102 (215) 977-2000 CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------
Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Securities to be Price Per Offering Registration to be Registered Registered Share(1) Price(1) Fee(1) - ------------------- ---------- --------- --------- ------------- Common Stock, 3,000,000 $.01 par value Shares(2) $15.875 $47,625,000 $16,422.41
______________________________________________________________________________ (1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the Registrant's Common Stock on the New York Stock Exchange on June 13, 1995. (2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Toll Brothers, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated into this Registration Statement by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1994 that contains audited financial statements for the Registrant's latest fiscal year. (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended January 31, 1995 and April 30, 1995. (c) The description of the Registrant's common stock, par value $.01 per share (the "Common Stock"), contained in a Registration Statement on Form 8-A filed by the Registrant to register such securities under the Exchange Act, including all amendments or reports filed for the purpose of updating such description prior to the termination of the offering of the Common Stock offered hereby. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement 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 in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. Experts. The consolidated financial statements and schedule of Toll Brothers, Inc. appearing in Toll Brothers, Inc.'s Annual Report (Form 10-K) for the year ended October 31, 1994 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are, and audited financial statements to be included in subsequently filed documents will be incorporated herein in reliance upon such report of Ernst & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given upon the authority of such firm as experts in accounting and auditing. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Under Section 145 of the Delaware General Corporation Law, as amended, the Registrant has the power to indemnify directors and officers under certain prescribed circumstances (including when ordered by a court or when authorized by a majority of disinterested directors, by independent legal counsel who is properly directed to make such a determination or by shareholders) and subject to certain limitations (including, unless otherwise determined by the proper court, when such officer or director is adjudged liable to the Registrant), against certain costs and expenses, including attorneys' fees, actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative, or investigative, to which any of them is a party by reason of his or her being a director or officer of the Registrant if it is determined that he or she acted in accordance with the applicable standard of conduct set forth in such statutory provisions including when such officer or director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the Registrant's best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Article Six of the Registrant's Restated Certificate of Incorporation, as amended, provides in general that the officers and directors of the Registrant have a contract right to be indemnified for all expenses, liability and loss from any action, suit or proceeding, whether civil, criminal, administrative or investigative (and, in certain circumstances, to be paid in advance for expenses incurred, in their capacity as an officer or director, in defending any such proceeding) to the fullest extent authorized by the Delaware General Corporation Law (including any amendments to such law if such amendments provide broader indemnification rights); provided, however, that the Registrant shall indemnify an officer or director seeking indemnity in connection with a proceeding instituted by such person only if such proceeding was authorized by the Board of Directors of the Registrant. Article VII of the Registrant's By-laws provides that the Registrant has the power to indemnify officers and directors of the Registrant against expenses (including legal fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her, to the fullest extent permitted by law. The officers and directors of the Registrant also have the right, in certain circumstances, to be paid in advance for expenses incurred in connection with anysuch proceedings. Article VII of the By-laws further permits the Registrant to purchase and maintain insurance on behalf of any person who is or was a officer or director of the Registrant against any liability asserted against him or her and incurred by him or her or in such capacity or arising out of his or her status as such, whether or not the Registrant would have the power to indemnify him or her against such liability under law. The Registrant has not purchased directors and officers liability insurance. Section 2 of the Registrant's Stock Option and Incentive Stock Plan (1995) (the "1995 Plan") provides that each member of the Board of Directors and of the "Committee" shall be entitled, without further act on his or her part, to indemnity from the Registrant for all expenses reasonably incurred by him or her in connection with or arising out of any action, suit or proceeding with respect to the administration of the 1995 Plan or the granting of options or awards under it in which he or she may be involved by reason of his or her being or having been a member of the Board of Directors or the Committee, whether or not he or she continues to be such member of the Board of Directors or the Committee at the time of the incurring of such expenses; provided, however, that such indemnity shall not include any expenses incurred by such member of the Board of Directors or the Committee: (i) in respect of matters as to which he or she shall be finally adjudged in such action, suit or proceeding to have been guilty of gross negligence or willful misconduct in the performance of his or her duties as a member of the Board of Directors or the Committee; or (ii) in respect of any matter in which any settlement is effected to an amount in excess of the amount approved by the Registrant on the advice of its legal counsel; and provided further, that no right of indemnification under the provisions set forth herein shall be available to or accessible by any such member of the Board of Directors or the Committee unless within five days after institution of any such action, suit or proceeding he or she shall have offered the Registrant in writing the opportunity to handle and defend such action, suit or proceeding at its own expense. "Committee" is defined in the 1995 Plan to mean any such committee as designated by the Board of Directors, the Performance Based Compensation Committee for the 1995 Plan and the Board of Directors itself in its administrative capacity with respect to the 1995 Plan. Item 7. Exemption from Registration Claimed. None. Item 8. Exhibits. The following exhibits are filed as part of this registration statement: 4 Toll Brothers, Inc. Stock Option and Incentive Stock Plan (1995) (Incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended April 30, 1995). 5 Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen re: legality. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Wolf, Block, Schorr and Solis-Cohen (contained in Exhibit 5). 24 Powers of Attorney (included on signature page in Part II of the Registration Statement). Item 9. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) 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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) 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. (3) 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. 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 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. 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. SIGNATURES AND POWERS OF ATTORNEY The Registrant. 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 Township of Lower Morland, Commonwealth of Pennsylvania, on June 8, 1995. TOLL BROTHERS, INC. By: /s/ Robert I. Toll Robert I. Toll Chairman KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert I. Toll, Bruce E. Toll, Joel H. Rassman and Joseph R. Sicree and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Robert I. Toll Chairman of the Board; June 8, 1995 Robert I. Toll Chief Executive Officer (Principal Executive Officer) /s/ Bruce E. Toll Director June 8, 1995 Bruce E. Toll /s/ Zvi Barzilay Director June 8, 1995 Zvi Barzilay /s/ Robert S. Blank Director June 8, 1995 Robert S. Blank /s/ Richard J. Braemer Director June 8, 1995 Richard J. Braemer /s/ Roger S. Hillas Director June 8, 1995 Roger S. Hillas /s/ Carl B. Marbach Director June 8, 1995 Carl B. Marbach /s/ Paul E. Shapiro Director June 8, 1995 Paul E. Shapiro /s/ Joel H. Rassman Senior Vice President, June 8, 1995 Joel H. Rassman Treasurer and Chief Financial Officer (Principal Financial Officer) /s/ Joseph R. Sicree Chief Accounting Officer June 8, 1995 Joseph R. Sicree (Principal Accounting Officer) EX-5 2 (215) 977-2000 EXHIBIT 5 OPINION AND CONSENT OF WOLF, BLOCK, SCHORR AND SOLIS-COHEN June 14, 1995 Toll Brothers, Inc. 3103 Philmont Avenue Huntingdon Valley, PA 19006 Re: Registration Statement Under Securities Act of 1933 on Form S-8 Relating to the Stock Option and Incentive Stock Plan (1995) Dear Sirs: As counsel to Toll Brothers, Inc., a Delaware corporation (the "Company), we have assisted in the preparation of the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 3,000,000 shares of the Company's Common Stock, $.01 par value per share (the "Common Stock"), which may be issued under the Toll Brothers, Inc. Stock Option and Incentive Stock Plan (1995)(the "1995 Plan"). In this connection, we have examined and considered the original or copies, certified or otherwise identified to our satisfaction, of the Company's Restated Certificate of Incorporation, as amended, its By-laws, as amended, the 1995 Plan, as amended, resolutions of its Board of Directors and such other documents and corporate records relating to the Company and the issuance and sale of the Common Stock as we have deemed appropriate for purposes of rendering this opinion. In all examinations of documents, instruments and other papers, we have assumed the genuineness of all signatures on original and certified documents and the conformity to original and certified documents of all copies submitted to us as conformed, photostat or other copies. As to matters of fact which have not been independently established, we have relied upon representations of officers of the Company. Based upon the foregoing examination and the information thus supplied, it is our opinion that the shares of Common Stock to be offered under the 1995 Plan are duly authorized and, when issued and sold pursuant to the terms of the 1995 Plan, will be validly issued, fully paid and non- assessable. We hereby expressly consent to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Wolf, Block, Schorr and Solis-Cohen WOLF, BLOCK, SCHORR and SOLIS-COHEN EX-23 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-8) pertaining to the Toll Brothers, Inc. Stock Option and Incentive Stock Plan (1995) and to the incorporation by reference therein of our report dated December 8, 1994, with respect to the consolidated financial statements and schedule of Toll Brothers, Inc. included in its Annual Report (Form 10-K) for the year ended October 31, 1994, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP --------------------------------- Philadelphia, Pennsylvania June 13, 1995 -----END PRIVACY-ENHANCED MESSAGE-----