Delaware
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33-0475989
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer ý
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company ¨
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(Do not check if a smaller reporting company)
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Proposed
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Proposed
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maximum
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maximum
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Title of securities to be
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Amount to be
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offering price
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aggregate
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Amount of
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Registered
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registered(1)
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per share(2)
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offering price
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registration fee
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CoCCommon Stock, $0.01 par value, and Stock Purchase Rights attached thereto, issuable under the 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”)
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55,000,000 shares
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$7.70
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$423,500,000
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$54,547
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(1)
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Each share of Standard Pacific Corp.’s common stock includes a right to (i) purchase one-hundredth of a share of Series A Junior Participating Cumulative Preferred Stock , (ii) purchase shares of the Company with a market value equal to two times the exercise price (currently $20.00, subject to adjustment), or (iii) purchase shares of a successor company following a merger or other business combination involving the Company with a an aggregate market value equal to two times the exercise price, in each case pursuant to the Amended and Restated Rights Agreement, as amended, between Standard Pacific Corp. and Mellon Investor Services LLC, as Rights Agent. Pursuant to Rule 416(a) there are also being registered additional shares of common stock that may become available for purchase in accordance with the provisions of the 2014 Plan to prevent dilution in the event of any future change in the outstanding shares of common stock as a result of a recapitalization stock dividends, stock splits or similar adjustments.
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(2)
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Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h)(1) based upon the average of the high and low prices of the common stock on the New York Stock Exchange on May 21, 2014.
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PART I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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1
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Item 1.
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Plan Information
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1
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Item 2.
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Registrant Information and Employee Plan Annual Information
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1
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PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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1
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Item 3.
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Incorporation of Documents by Reference
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1
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Item 4.
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Description of Securities
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1
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Item 5.
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Interests of Named Experts and Counsel
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1
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Item 6.
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Indemnification of Directors and Officers
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2
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Item 7.
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Exemption From Registration Claimed
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2
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Item 8.
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Exhibits
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2
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Item 9.
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Undertakings
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3
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SIGNATURES
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4 | |
EXHIBIT INDEX | 5 | |
EX-5.1 | ||
EX-23.1 |
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•
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to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith;
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•
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the indemnification and advancement of expenses provided for pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise; and
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•
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the corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145 of the DGCL.
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(1)
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To file, during any period in which offers of sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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(iii)
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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;
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(2)
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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.
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(3)
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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.
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(4)
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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 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.
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(5)
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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.
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STANDARD PACIFIC CORP.
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By
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/s/ John P Babel, Esq.
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John P. Babel, Esq.
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Executive Vice President, General Counsel and Secretary
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Signature
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Title
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Date
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/s/ SCOTT D. STOWELL
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Director, Chief Executive Officer and President (Principal Executive Officer)
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May 29, 2014
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Scott D. Stowell
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/s/ JEFF J. MCCALL
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Chief Financial Officer (Principal Financial and Accounting Officer)
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May 29, 2014
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Jeff J. McCall
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/s/ BRUCE A. CHOATE
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Director
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May 29, 2014
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Bruce A. Choate
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/s/ RONALD R. FOELL
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Director
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May 29, 2014
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Ronald R. Foell
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/s/ DOUGLAS C. JACOBS
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Director
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May 29, 2014
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Douglas C. Jacobs
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/s/ DAVID J. MATLIN
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Director
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May 29, 2014
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David J. Matlin
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/s/ JOHN R. PESHKIN
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Director
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May 29, 2014
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John R. Peshkin
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/s/ PETER SCHOELS
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Director
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May 29, 2014
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Peter Schoels
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Exhibit Number
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Exhibit
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4.1
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Amended and Restated Certificate of Incorporation
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Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 19, 2008
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4.2
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Amended and Restated Bylaws
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Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 11, 2012
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4.3
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Form of Specimen Stock Certificate
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Incorporated by reference to Exhibit 28.3 to the Registration Statement on Form S-4 (file no. 33-42293) filed on August 16, 1991
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4.4
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Certificate of Designations of Series A Junior Participating Cumulative Preferred Stock
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Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on August 19, 2008
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4.5
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Amended and Restated Rights Agreement, dated as of December 20, 2011, between the Registrant and Mellon Investor Services LLC, as Rights Agent
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Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on December 22, 2011
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4.6
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2014 Omnibus Incentive Compensation Plan
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Incorporated by reference to Appendix A to the Company’s 2014 Proxy Statement, filed on March 28, 2014
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5.1
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Opinion of Snell & Wilmer L.L.P.
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Filed herewith
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23.1
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
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Filed herewith
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23.2
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Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1)
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See Exhibit 5.1
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24.1
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Power of Attorney (on signature page)
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See Signature Page
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May 29, 2014
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