S-8 POS 1 a08-12280_2s8pos.htm S-8 POS

 

As filed with the Securities and Exchange Commission on April 25, 2008

Registration No. 333-142431

 

 

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. 2007 EQUITY INCENTIVE PLAN

(Full title of plan)

 

Timothy J. Geckle

Senior Vice President, General Counsel and Secretary

The Ryland Group, Inc.

24025 Park Sorrento, Suite 400

Calabasas, California 91302

818-223-7500

(Name, address and telephone

number of agent for service)

 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  (Check one:)

 

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o
(Do not check if a smaller
reporting company)

Smaller reporting company o

 


 

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 April 27, 2007 (file no. 333-142431), 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. 2007 Equity Incentive Plan (the “2007 Plan”).  A total of 2,084,168 shares were registered for issuance under the Registrant’s 2007 Plan.

 

The Registrant has since adopted a new equity incentive plan, The Ryland Group, Inc. 2008 Equity Incentive Plan (the “2008 Plan”) which replaces the 2007 Plan as of the date the stockholders approved the 2008 Plan.  No future awards will be made under the 2007 Plan.  According to the terms of the 2008 Plan, 1,688,013 shares that were available for grant under the 2007 Plan that were not granted under the 2007 Plan are available for issuance under the 2008 Plan (the “Carried Forward Shares”).  The Carried Forward Shares are hereby deregistered.

 

Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (file no. 333-142431), the Registrant is filing a Registration Statement on Form S-8 to register shares of Common Stock for offer or sale pursuant to the 2008 Plan, including but not limited to the Carried Forward Shares.

 

In accordance with the principles set forth in 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, this Post-Effective Amendment No. 1 is hereby filed (i) to reallocate the Carried Forward Shares from the 2007 Plan to the 2008 Plan, and (ii) to carry over the registration fees paid for the Carried Forward Shares from the Registration Statement on Form S-8 filed for the 2007 Plan to the Registration Statement on Form S-8 for the 2008 Plan that is filed contemporaneously with the filing of this Post-Effective Amendment No. 1.

 

 

EXHIBIT INDEX

 

EXHIBIT
NUMBER

 

DESCRIPTION

 

 

 

24.1

 

Powers of Attorney (filed herewith)

 


 

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 25th day of April, 2008.

 

 

 

THE RYLAND GROUP, INC.

 

 

 

 

 

 

 

 

 

 

By:

 /s/ Timothy J. Geckle

 

 

 

  Timothy J. Geckle

 

 

  Senior Vice President, General Counsel and

 

 

  Secretary

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 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

 

R. Chad Dreier

Chairman of the Board, President and

April 25, 2008

R. Chad Dreier

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

/s/ Gordon A. Milne

 

Gordon A. Milne

Executive Vice President and

April 25, 2008

Gordon A. Milne

Chief Financial Officer

(Principal Financial Officer)

 

 

 

 

/s/ David L. Fristoe

 

David L. Fristoe

Senior Vice President, Controller and

April 25, 2008

David L. Fristoe

Chief Accounting Officer

(Principal Accounting Officer)

 

 

A majority of the Board of Directors:

 

Leslie M. Frécon, Roland A. Hernandez, William L. Jews, Ned Mansour, Robert E. Mellor, Norman J. Metcalfe and Charlotte St. Martin

 

/s/ Timothy J. Geckle

 

As Attorney-in-Fact

April 25, 2008

Timothy J. Geckle