S-8

As filed with the Securities and Exchange Commission on November 25, 2002
Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE RYLAND GROUP, INC.
(Exact name of registrant as specified in its charter)

Maryland	52-0849948
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or organization)
24025 Park Sorrento
Suite 400
Calabasas, California	91302
(Address of principal executive offices)	(Zip Code)

THE RYLAND GROUP, INC. 2002 EQUITY INCENTIVE PLAN
(Full title of plan)

(Name, address and telephone
number of agent for service)
Timothy J. Geckle
The Ryland Group, Inc.
24025 Park Sorrento, Suite 400
Calabasas, California 91302
818-223-7500

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
	Amount	Maximum	Maximum	Amount of
	to be	Offering	Aggregate	Registration
Title of Securities to be Registered	Registered	Price Per Unit (4)	Offering Price (4)	Fee
Common Stock, $1.00 par value (1)(2)(3)
Shares not previously registered	1,300,000	$35.97	$46,761,000	$4,303
Shares registered under Prior Plan	15,432	$35.97	$555,090	N/A (1)
TOTAL	1,315,432	$35.97	$47,316,090	$4,303

(1) Shares to be offered or sold under the 2002 Equity Incentive Plan (the “2002 Plan”) include 1,300,000 shares not previously registered, and 15,432 shares (after giving effect to the Registrant’s 2:1 stock split effected on May 30, 2002) previously registered for offer or sale under the Registrant’s 1992 Equity Incentive Plan (the “Prior Plan”) that were not issued under the Prior Plan and that may be offered or sold under the 2002 Plan (the “Carried Forward Shares”). The Carried Forward Shares were registered on Form S-8 filed on December 16, 1994 (File No. 33-56905) (the “Prior Plan Registration Statement”) and the Registrant paid a total fee of $18,964, of which $52 related to the unissued Carried Forward Shares. Pursuant to Interpretation 89 under Section G of the Manual of Publicly Available Telephone Interpretations of the Division of Corporation Finance of the Securities and Exchange Commission (July

	1997) and Instruction E to the General Instructions to Form S-8, the Registrant has carried forward the registration fee for the Carried Forward Shares. The contents of the Prior Plan Registration Statement are hereby incorporated by reference into this Registration Statement. The Registrant is concurrently filing a Post-Effective Amendment No. 1 to the Prior Plan Registration Statement to deregister the issuance of unissued shares pursuant to the Prior Plan.
(2)	Common Stock being registered hereby includes associated Common Share Purchase Rights, which initially are attached to and trade with the shares of the Registrant’s Common Stock. Value attributable to such Rights, if any, is reflected in the market price of the Common Stock.
(3)	In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares of Common Stock that may be offered or issued by reason of stock splits, stock dividends or similar transactions.
(4)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h). The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of The Ryland Group, Inc. Common Stock reported on the New York Stock Exchange on November 20, 2002 (i.e., $35.97).

-2-

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Not required to be included in this Form S-8 Registration Statement pursuant to introductory Note to Part I of Form S-8.

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 (the “Commission”) are incorporated herein by reference:

(a)	The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001;
(b)	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;
(c)	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002;
(d)	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002;
(e)	The Registrant’s Current Reports on Form 8-K filed with the Commission on August 9, 2002 and September 5, 2002;
(f)	Description of Common Stock of the Registrant contained or incorporated in the registration statements filed by the Registrant under the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Timothy J. Geckle, Senior Vice President, General Counsel and Secretary of the Registrant, provides the opinion regarding the legal validity of the shares of Common Stock being registered for issuance under the 2002 Equity Incentive Plan. As of the date of this filing, Mr. Geckle beneficially owned approximately 8,866 shares of the Registrant’s Common Stock, and had the right to purchase up to 130,000 shares of the Registrant’s Common Stock pursuant to outstanding stock options awarded under the Registrant's 1992 Equity Incentive Plan.

-3-

Item 6. Indemnification of Directors and Officers.

     As permitted by the Maryland General Corporation Law (“MGCL”), Article Eighth, Paragraph (8) of the Registrant’s Amended and Restated Charter (“Registrant’s Charter”) provides for indemnification of directors and officers of the Registrant, as follows:

(8) The Corporation shall indemnify its directors and officers, in all capacities in which such directors and officers serve the Corporation, to the fullest extent required or permitted by the General Laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures and to the full extent permitted by law. The Corporation shall indemnify other employees and agents, in all capacities in which such employees and agents serve the Corporation, to such extent as shall be authorized by the Board of Directors or the By-laws and be permitted by law. The foregoing shall not limit in any manner the authority of the Corporation to indemnify directors, officers, employees or agents of the Corporation to the extent authorized by the Board of Directors or the stockholders and permitted by law. The Board of Directors may take such action as is necessary to carry out these provisions and is expressly empowered to adopt, approve and amend from time to time such By-laws, resolutions or contracts implementing provisions or such further indemnification arrangements as may be permitted by law. No amendment or repeal of this Article Eighth, paragraph 8 of the Corporation’s Charter shall apply to or have any effect on any right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

     Also, the Registrant’s By-laws contain indemnification procedures that implement the indemnification provisions of the Registrant’s Charter. The MGCL permits a corporation to indemnify its directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceedings to which they may be a party by reason of their service in those or other capacities, unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to such proceedings and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services, or (c) in the case of any criminal proceedings, the director or officer had reasonable cause to believe that the action or omission was unlawful.

     As permitted by the MGCL, Article Ninth of the Registrant’s Charter provides for limitation of liability of directors and officers of the Registrant, as follows:

To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of this Corporation shall be personally liable to the Corporation or its stockholders for money damages. No amendment of the charter of the Corporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurs prior to such amendment or repeal.

     The MGCL permits the charter of a Maryland corporation to include a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except to the extent that (i) the person actually received an improper benefit or profit in money, property or services or (ii) a judgment or other final adjudication is entered in a proceeding based on a finding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

-4-

     As permitted under Section 2-418(k) of the MGCL, the Registrant has purchased and maintains insurance on behalf of its directors and officers against any liability asserted against such directors and officers in their capacities as such, whether or not the Registrant would have the power to indemnify such persons under the provisions of Maryland law governing indemnification.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     A list of exhibits is set forth on the Exhibit Index which immediately precedes the exhibits and which is incorporated by reference herein.

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 this 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.

        Paragraphs (l)(i) and (l)(ii) above 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 Securities Exchange Act of 1934 that are incorporated by reference in this 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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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

-5-

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.

-6-

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Calabasas, State of California, on the 25th day of November, 2002.

THE RYLAND GROUP, INC.
By:	/s/ Timothy J. Geckle
	Timothy J. Geckle
	Senior Vice President

     Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Timothy J. Geckle	As Attorney-in-Fact for	November 25, 2002
Timothy J. Geckle	R. Chad Dreier
	Chairman of the Board, President and
	Chief Executive Officer
	(Principal Executive Officer)
/s/ Timothy J. Geckle	As Attorney-in-Fact for	November 25, 2002
Timothy J. Geckle	Gordon A. Milne
	Senior Vice President and
	Chief Financial Officer
	(Principal Financial Officer)
/s/ Timothy J. Geckle	As Attorney-in-Fact for	November 25, 2002
Timothy J. Geckle	David L. Fristoe
	Senior Vice President, Controller and
	Chief Accounting Officer
	(Principal Accounting Officer)

A majority of the Board of Directors:

R. Chad Dreier, Leslie M. Frécon, Roland A. Hernandez, William L. Jews, William G. Kagler, Ned Mansour, Robert E. Mellor, Norman J. Metcalfe, Charlotte St. Martin, Paul J. Varello, John O. Wilson

/s/ Timothy J. Geckle        
Timothy J. Geckle As Attorney-in-Fact November 25, 2002

-7-

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
4.1	Charter of The Ryland Group, Inc., as amended (incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1989)
4.2	By-laws of The Ryland Group, Inc., as amended (incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1996)
4.3	Rights Agreement dated as of October 18, 1996, between The Ryland Group, Inc., and ChaseMellon Shareholder Services, L.L.C. (incorporated by reference from the Registrant’s Current Report on Form 8-K filed October 24, 1996)
4.4	The Ryland Group, Inc. 2002 Equity Incentive Plan (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002)
5.0*	Opinion of Timothy J. Geckle, counsel for the Registrant, regarding the legal validity of the shares of Common Stock being registered for issuance under the Plan
23.1*	Consent of Counsel (contained in Exhibit 5.0)
23.2*	Consent of Ernst & Young LLP, Independent Auditors
24.0*	Power of Attorney

* Filed herewith.

-8- EX-5.0 3 w66131exv5w0.htm EXHIBIT 5.0

EXHIBIT 5.0

[The Ryland Group, Inc. Letterhead]

November 25, 2002

The Ryland Group, Inc.
24025 Park Sorrento, Suite 400
Calabasas, California 91302

Ladies and Gentlemen:

     I have acted as general counsel for The Ryland Group, Inc., a Maryland corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the “Registration Statement”) registering 1,315,432 shares of Common Stock, par value $1.00 per share (the “Plan Shares”), issuable under The Ryland Group, Inc. 2002 Equity Incentive Plan (the “Plan”).

     I have examined copies of the Company’s Charter, as amended, By-laws, the Plan, all resolutions adopted by the Company’s Board of Directors relating to the above and other records and documents that I have deemed necessary for the purpose of this opinion. I have also examined such other documents, papers, statutes and authorities as I have deemed necessary to form a basis for this opinion.

     Based upon the foregoing, I am of the opinion that the Plan Shares have been duly authorized and will be (when issued, sold and delivered as authorized) validly issued, fully paid and non-assessable.

     The opinion set forth herein is limited to matters governed by the laws of the State of Maryland and the Federal Laws of the United States of America, and I express no opinion as to any other laws.

     I hereby consent to the filing of this opinion as Exhibit 5.0 to the Registration Statement and to the reference to me under Item 5 of this Registration Statement.

Very truly yours,

/s/ Timothy J. Geckle

Timothy J. Geckle

EX-23.2 4 w66131exv23w2.htm EXHIBIT 23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-______) pertaining to The Ryland Group, Inc. 2002 Equity Incentive Plan of our report dated January 23, 2002, with respect to the consolidated financial statements of The Ryland Group, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2001 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Los Angeles, California
November 25, 2002

EX-24.0 5 w66131exv24w0.htm EXHIBIT 24.0

EXHIBIT 24.0

POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of The Ryland Group, Inc., a Maryland corporation, constitute and appoint Timothy J. Geckle and Robert J. Cunnion, III, or either of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and in either of them, to sign for the undersigned in their respective names as directors and officers of The Ryland Group, Inc., its Registration Statement on Form S-8, and any amendment (including post-effective amendments) or supplement thereto, relating to the offer and sale of common stock of the Corporation pursuant to the 2002 Equity Incentive Plan and to sign for the undersigned in their respective names as directors and officers of The Ryland Group, Inc., its Post-Effective Amendment No. 1 to Form S-8 for the 1992 Equity Incentive Plan relating to the deregistration of shares thereunder, to be filed with the Securities and Exchange Commission under the Securities Act of 1933. We hereby confirm all acts taken by such agents and attorneys-in-fact, or each of them, as herein authorized.

Signature	Title	Date
/s/ R. Chad Dreier	Chairman of the Board, President and	September 27, 2002
R. Chad Dreier	Chief Executive Officer
	(Principal Executive Officer)
/s/ Gordon A. Milne	Senior Vice President and	September 27, 2002
Gordon A. Milne	Chief Financial Officer
	(Principal Financial Officer)
/s/ David L. Fristoe	Senior Vice President, Controller and	September 27, 2002
David L. Fristoe	Chief Accounting Officer
	(Principal Accounting Officer)
/s/ Leslie M. Frécon	Director	September 27, 2002
Leslie M. Frécon
/s/ William L. Jews	Director	September 27, 2002
William L. Jews
/s/ Roland A. Hernandez	Director	September 27, 2002
Roland A. Hernandez
/s/ William G. Kagler	Director	September 27, 2002
William G. Kagler
/s/ Ned Mansour	Director	September 27, 2002
Ned Mansour
/s/ Robert E. Mellor	Director	September 27, 2002
Robert E. Mellor
/s/ Norman J. Metcalfe	Director	September 27, 2002
Norman J. Metcalfe

/s/ Charlotte St. Martin	Director	September 27, 2002
Charlotte St. Martin
/s/ Paul J. Varello	Director	September 27, 2002
Paul J. Varello
/s/ John O. Wilson	Director	September 27, 2002
John O. Wilson

-----END PRIVACY-ENHANCED MESSAGE-----

EX-5.0

exv5w0

EX-23.2

exv23w2

EX-24.0

exv24w0