As filed with the Securities and Exchange Commission on August 2, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STANDARD PACIFIC CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 33-0475989 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
26 Technology Drive
Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
STANDARD PACIFIC CORP.
2008 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
John P. Babel, Esq.
Senior Vice President, General Counsel and Secretary
Standard Pacific Corp.
26 Technology Drive
Irvine, California 92618
(Name and Address of Agent for Service)
(949) 789-1600
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Jeffrey E. Beck, Esq.
Snell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004-2202
(602) 382-6316
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price per Share (3) |
Proposed Maximum Offering Price (3) |
Amount of Registration Fee (3) | ||||
|
| ||||||||
| Common Stock, par value $0.01 per share, and Stock Purchase Rights attached thereto (1): |
||||||||
| Shares not previously registered |
30,000,000 | $2.95 | $88,500,000 | $10,274.86 | ||||
| Previously registered shares (2) |
2,486,733 | $2.95 | $7,335,862 | (2) | ||||
| Total |
32,486,733 | $2.95 | $95,835,862 | $10,274.86 | ||||
|
| ||||||||
|
| ||||||||
| (1) | Each share of Standard Pacific Corp.’s common stock includes a right to purchase one one-hundredth of a share of Series A Junior Participating Cumulative Preferred Stock 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) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers, in addition to the number of shares of Standard Pacific’s common stock stated above, such indeterminable number of additional shares as may be issued pursuant to antidilution provisions set forth in the Standard Pacific Corp. 2008 Equity Incentive Plan, as amended and restated (the “Plan”). |
| (2) | Shares were registered pursuant to Form S-8 Registration Statements (File Nos. 333-151629 and 333-153065) filed by Standard Pacific Corp. on June 13, 2008 and August 19, 2008, respectively. The registration fee relating to these shares was previously paid in connection with such filings. |
| (3) | Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act, and based on the average of the high and the low price of Standard Pacific Corp.’s common stock as reported on July 29, 2011 on the New York Stock Exchange. Pursuant to General Instruction E of Form S-8, the registration fee is being paid with respect to the additional securities only. |
INTRODUCTION
This Registration Statement on Form S-8 is being filed by Standard Pacific Corp., a Delaware corporation (the “Company”), to register an additional 30,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), to be issued by the Company from time to time pursuant to the Standard Pacific Corp. 2008 Equity Incentive Plan, as amended and restated (the “Plan”). The offer or sale of such additional shares under the Plan was approved by the Company’s stockholders at its 2011 annual meeting. Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 (File Nos. 333-151629 and 333-153065) filed by the Company on June 13, 2008 and August 19, 2008, respectively, are incorporated herein by reference, together with all exhibits filed therewith or incorporated therein by reference. The Company previously paid an aggregate of $2,686 in filing fees in connection with filing the above-referenced registration statements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits |
Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Commission, each of the following exhibits is filed herewith:
| Exhibit No. |
Description | |
| 4.1 | Amended and Restated Certificate of Incorporation of the Registrant, dated August 18, 2008, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2008. | |
| 4.2 | Certificate of Designations of Series A Junior Participating Cumulative Preferred Stock of the Registrant, incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2008. | |
| 4.3 | Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 28, 2009. | |
| 4.4 | Form of Specimen Stock Certificate, incorporated by reference to Exhibit 28.3 of the Registrant’s Registration Statement on Form S-4 (File No. 33-42293) filed with the Securities and Exchange Commission on August 16, 1991. | |
| 4.5 | Amended and Restated Rights Agreement, dated as of July 14, 2003, between the Registrant and Mellon Investor Services LLC, as Rights Agent, incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003. | |
| 4.6 | Amendment No. 1 to Amended and Restated Rights Agreement, dated June 27, 2008, by and between the Registrant and Mellon Investor Services LLC, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2008. | |
| 4.7 | 2008 Equity Incentive Plan of Standard Pacific Corp., as amended and restated effective May 18, 2011, incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement for its 2011 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 6, 2011. | |
| 5.1 | Opinion of Snell & Wilmer L.L.P. | |
| 23.1 | Consent of Ernst & Young LLP. | |
| 23.2 | Consent of Snell & Wilmer L.L.P. (contained in Exhibit 5.1 hereto). | |
| 24.1 | Power of Attorney (contained on signature page hereto). | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Irvine, State of California, on this 2nd day of August, 2011.
| STANDARD PACIFIC CORP., a Delaware corporation | ||
| By: | /s/ Ken Campbell | |
| Ken Campbell Chief Executive Officer | ||
POWER OF ATTORNEY
Each of the undersigned, being a director or officer of Standard Pacific Corp., a Delaware corporation (the “Company”), hereby constitutes and appoints Ken Campbell, Scott D. Stowell, Jeffery J. McCall and John P. Babel, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and any registration statement related to the offering contemplated by this registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration statements shall comply with the Securities Act of 1933, as amended, and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of his substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Ken Campbell |
Chief Executive Officer and Director | July 25, 2011 | ||
| Ken Campbell | ||||
| /s/ Jeffrey J. McCall |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
July 25, 2011 | ||
| Jeffrey J. McCall | ||||
| /s/ Ronald R. Foell |
Chairman of the Board and Director | July 25, 2011 | ||
| Ronald R. Foell | ||||
| /s/ Bruce A. Choate |
Director | July 25, 2011 | ||
| Bruce A. Choate | ||||
| /s/ James L. Doti |
Director | July 25, 2011 | ||
| James L. Doti | ||||
| /s/ Douglas C. Jacobs |
Director | July 25, 2011 | ||
| Douglas C. Jacobs | ||||
|
|
Director | |||
| David J. Matlin | ||||
| /s/ Peter Schoels |
Director | July 25, 2011 | ||
| Peter Schoels | ||||
| /s/ F. Patt Schiewitz |
Director | July 25, 2011 | ||
| F. Patt Schiewitz | ||||
EXHIBIT INDEX
Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Securities and Exchange Commission, each of the following exhibits is filed herewith:
| Exhibit No. |
Description | |
| 4.1 | Amended and Restated Certificate of Incorporation of the Registrant, dated August 18, 2008, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2008. | |
| 4.2 | Certificate of Designations of Series A Junior Participating Cumulative Preferred Stock of the Registrant, incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2008. | |
| 4.3 | Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 28, 2009. | |
| 4.4 | Form of Specimen Stock Certificate, incorporated by reference to Exhibit 28.3 of the Registrant’s Registration Statement on Form S-4 (File No. 33-42293) filed with the Securities and Exchange Commission on August 16, 1991. | |
| 4.5 | Amended and Restated Rights Agreement, dated as of July 14, 2003, between the Registrant and Mellon Investor Services LLC, as Rights Agent, incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003. | |
| 4.6 | Amendment No. 1 to Amended and Restated Rights Agreement, dated June 27, 2008, by and between the Registrant and Mellon Investor Services LLC, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2008. | |
| 4.7 | 2008 Equity Incentive Plan of Standard Pacific Corp., as amended and restated effective May 18, 2011, incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement for its 2011 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 6, 2011. | |
| 5.1 | Opinion of Snell & Wilmer L.L.P. | |
| 23.1 | Consent of Ernst & Young LLP. | |
| 23.2 | Consent of Snell & Wilmer L.L.P. (contained in Exhibit 5.1 hereto). | |
| 24.1 | Power of Attorney (contained on signature page hereto). | |
Exhibit 5.1
August 2, 2011
Standard Pacific Corp.
26 Technology Drive
Irvine, California 92618
| Re: | Standard Pacific Corp. Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”), of Standard Pacific Corp., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration by the Company of (i) up to 30,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), and (ii) stock purchase rights attached to such Shares (the “Stock Purchase Rights”), each to be issued by the Company from time to time pursuant to its 2008 Equity Incentive Plan, as amended and restated (the “Plan”).
We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that (i) the Shares, when issued in accordance with the terms of the Plan against payment therefor, will be validly issued, fully paid and non-assessable, and (ii) the Stock Purchase Rights, when issued in accordance with that certain Amended and Restated Rights Agreement, as amended, between the Company and Mellon Investor Services LLC, as rights agent (the “Rights Agent”), will be validly issued.
Our opinion in the prior paragraph concerning the valid issuance of the Stock Purchase Rights is limited to the corporate authorization and valid issuance of the Stock Purchase Rights under the corporation laws of the State of Delaware. We do not express any opinion herein with respect to the effect fiduciary considerations relating to the authorization, execution, delivery or administration of the Stock Purchase Rights Agreement or the issuance of the Stock Purchase Rights. In rendering this opinion, we have assumed that the board of directors of the Company will act in accordance with its fiduciary duties with respect to the authorization, execution, delivery and administration of the Stock Purchase Rights Agreement and the issuance of the Stock Purchase Rights. It should be understood that the opinion above concerning the Stock Purchase Rights does not address the determination a court of competent jurisdiction may make regarding whether the board of directors of the Company would be required to redeem or terminate, or take other action with respect to, the Stock Purchase Rights at some future time based on the facts and circumstances existing at that time and that our opinion above addresses the Stock Purchase Rights and the Stock Purchase Rights Agreement in their entirety and not any particular provision of the Stock Purchase Rights or the Stock Purchase Rights Agreement and that it is not settled whether the invalidity of any particular provision of a rights agreement or of rights issued thereunder would result in invalidating in their entirety such rights.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving such consent, we do not thereby concede that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, |
| /s/ Snell & Wilmer L.L.P. |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8), dated August 2, 2011, pertaining to the registration of 30,000,000 shares of common stock of our reports dated March 7, 2011, with respect to the consolidated financial statements of Standard Pacific Corp., and the effectiveness of internal control over financial reporting of Standard Pacific Corp., included in its Annual Report (Form 10-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Irvine, California
August 2, 2011