S-8 POS 1 a06-10277_2s8pos.htm POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on April 27, 2006

Registration No. 333-119922

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

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. 2004 NON-EMPLOYEE DIRECTOR EQUITY PLAN

(Full title of plan)

 

(Name, address and telephone

number of agent for service)

 

Timothy J. Geckle

Senior Vice President and General Counsel

The Ryland Group, Inc.

24025 Park Sorrento, Suite 400

Calabasas, California  91302

818-223-7500

 

Copies to:
R.W. Smith, Jr., Esquire
DLA Piper Rudnick Gray Cary US LLP
6225 Smith Avenue
Baltimore, Maryland  21209
(410) 580-3000


 



 

EXPLANATORY NOTE

 

The Ryland Group, Inc., a Maryland corporation (the “Registrant”), is filing this post-effective amendment to deregister certain securities originally registered pursuant to the Registration Statement on Form S-8 filed on October 25, 2004 (file no. 333-119922) (the “Registration Statement”) with respect to shares of the Registrant’s Common Stock, par value $1.00 (the “Common Stock”), thereby registered for offer or sale pursuant to The Ryland Group, Inc. 2004 Non-Employee Director Equity Plan (the “2004 Plan”). A total of 676,600 shares were registered for issuance under the Registrant’s 2004 Plan.

 

No future awards will be made under the 2004 Plan. Accordingly, pursuant to the undertaking contained in the Registration Statement 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 Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister an aggregate of 953,200 shares of the Registrant’s Common Stock previously registered that have not been issued and will not in the future be issued under the 2004 Plan.

 

EXHIBIT INDEX

 

EXHIBIT
NUMBER

 

DESCRIPTION

24.1

 

Powers of Attorney (filed herewith)

 

2



 

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 this Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calabasas, State of California, on the 26th day of April, 2006.

 

 

THE RYLAND GROUP, INC.

 

 

 

 

 

By:

/s/ Timothy J. Geckle

 

 

 

  Timothy J. Geckle

 

 

  Senior Vice President and General Counsel

 

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

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ R. Chad Dreier

 

 

As Attorney-in-Fact for

 

April 26, 2006

R. Chad Dreier

 

R. Chad Dreier

 

 

 

 

Chairman of the Board, President and

 

 

 

 

Chief Executive Officer

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Gordon A. Milne

 

 

As Attorney-in-Fact for

 

April 26, 2006

Gordon A. Milne

 

Gordon A. Milne

 

 

 

 

Executive Vice President and

 

 

 

 

Chief Financial Officer

 

 

 

 

(Principal Financial Officer)

 

 

 

 

 

 

 

/s/ David L. Fristoe

 

 

As Attorney-in-Fact for

 

April 26, 2006

David L. Fristoe

 

David L. Fristoe

 

 

 

 

Senior Vice President, Controller and

 

 

 

 

Chief Accounting Officer

 

 

 

 

(Principal Accounting Officer)

 

 

 

A majority of the Board of Directors:

 

R. Chad Dreier, Daniel T. Bane, Leslie M. Frécon, Roland A. Hernandez, William L. Jews, Ned Mansour, Robert E. Mellor, Norman J. Metcalfe, Charlotte St. Martin and Paul J. Varello

 

/s/ Timothy J. Geckle

 

As Attorney-in-Fact

April 26, 2006

Timothy J. Geckle

 

 

 

3