8-K 1 d8k.txt FORM 8-K DATED DECEMBER 28, 2001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 28, 2001 STANDARD PACIFIC CORP. (Exact Name of Registrant as Specified in Charter) Delaware 1-10959 86-0077724 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 15326 Alton Parkway Irvine, California 92618 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (949) 789-1600 Not Applicable (Former Name or Former Address, if Changed Since Last Report) INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events. The Board of Directors of Standard Pacific Corp. (the "Company") has approved the adoption of a Rights Agreement effective as of December 31, 2001. Pursuant to the Rights Agreement, the Board authorized and declared a dividend of one preferred stock purchase right (a "Right") for each share of common stock, par value $.01 per share, of the Company (the "Common Shares"), payable to the holders of record of Common Shares as of the close of business on December 31, 2001 (the "Record Date"). The Rights replace the preferred stock purchase rights previously issued by the Company in 1991 under a prior rights agreement. The previously issued rights expire on December 31, 2001. A complete description of the Rights is contained in the Rights Agreement (the "Rights Agreement"), effective as of December 31, 2001, between the Company and EquiServe Trust Company, N.A., as Rights Agent (the "Rights Agent"), which is being filed as Exhibit 4.1 to this Form 8-K and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits: The following exhibits are filed with this report on Form 8-K: Exhibit Number Description of Exhibit -------------- ---------------------- 4.1 Rights Agreement, effective as of December 31, 2001, between Standard Pacific Corp. and EquiServe Trust Company, N.A., as Rights Agent, which includes as Exhibit A the Form of Right Certificate, the Form of Assignment and the Form of Election to Purchase (incorporated by reference to Exhibit 4.1 of Standard Pacific Corp.'s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 28, 2001). 4.2 Certificate of Designations of Series A Junior Participating Preferred Stock of Standard Pacific Corp. (incorporated by reference to Exhibit 4.2 of Standard Pacific Corp.'s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 28, 2001). 99.1 Summary of the Rights being transmitted to stockholders. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 28, 2001 STANDARD PACIFIC CORP. By: /s/ Clay A. Halvorsen --------------------------------- Clay A. Halvorsen Senior Vice President, General Counsel and Secretary 3 EXHIBIT INDEX Exhibit Number Description 4.1 Rights Agreement, effective as of December 31, 2001, between Standard Pacific Corp. and EquiServe Trust Company, N.A., as Rights Agent, which includes as Exhibit A the Form of Right Certificate, the Form of Assignment and the Form of Election to Purchase (incorporated by reference to Exhibit 4.1 of Standard Pacific Corp.'s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 28, 2001). 4.2 Certificate of Designations of Series A Junior Participating Preferred Stock of Standard Pacific Corp. (incorporated by reference to Exhibit 4.2 of Standard Pacific Corp.'s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 28, 2001). 99.1 Summary of the Rights being transmitted to stockholders. 4