-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KMA5jOumFQ5mRaXNRIdtKp1ttUdQG/9RgFoMG+mf7kZmiJAcSeKcmKzBqu9kML/l YPFeSSdQVG6mEqq38KnxEQ== 0000882184-98-000012.txt : 19980312 0000882184-98-000012.hdr.sgml : 19980312 ACCESSION NUMBER: 0000882184-98-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980311 EFFECTIVENESS DATE: 19980311 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R INC /DE/ CENTRAL INDEX KEY: 0000882184 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 752386963 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-47767 FILM NUMBER: 98563806 BUSINESS ADDRESS: STREET 1: 1901 ASCENSION BLVD STREET 2: STE 100 CITY: ARLINGTON STATE: TX ZIP: 76006 BUSINESS PHONE: 8178568200 S-8 1 FORM S-8 FOR D.R. HORTON, INC. As filed with the Securities and Exchange Commission on March 11, 1998 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- D.R. HORTON, INC. (Exact name of registrant as specified in its charter) Delaware 75-2386963 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1901 Ascension Blvd. 76006 Suite 100 (Zip Code) Arlington, Texas (Address of Principal Executive Offices) D.R. HORTON, INC. 1991 STOCK INCENTIVE PLAN (Full title of the plan) Charles N. Warren Senior Vice President and General Counsel 1901 Ascension Blvd., Suite 100 Arlington, Texas 76006 (Name and address of agent for service) 817-856-8200 (Telephone number, including area code, of agent for service) ----------
CALCULATION OF REGISTRATION FEE ==================================== =================== ============== ============== ============ Proposed Proposed Maximum Maximum Amount of Amount to be Offering Price Aggregate Registration Title of Securities to be Registered Registered Per Share (1) Offering Price Fee (1) - ------------------------------------ ------------------- -------------- -------------- ------------ Common Stock, $.01 par value 2,030,959 shares(2) $22.78 $46,265,246 $13,648.25 ==================================== =================== ============== ============== ============ (1) Based on the average of the high and low prices of the Common Stock of D.R. Horton, Inc. (the "Common Stock") as reported on the New York Stock Exchange on March 9, 1998, pursuant to Rule 457(h) under the Securities Act of 1933 (the "Act"). (2) Represents additional shares available for issuance under the 1991 Stock Incentive Plan. Pursuant to Rule 416(a) under the Act, includes such indeterminate number of shares of Common Stock as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
1 INCORPORATION BY REFERENCE The contents of the Registrant's Registration Statements on Form S-8 (Registration No. 33-48874 and Registration No. 333-3572) are hereby incorporated by reference. Item 3. Incorporation of Documents by Reference The following documents are incorporated by reference, as of their respective dates, in this Registration Statement: (a) the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Securities and Exchange Commission (the "Commission') on December 8, 1997; (b) the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, filed with the Commission on January 27, 1998; (c) the Registrant's Current Report on Form 8-K dated December 19, 1997, filed with the Commission on December 24, 1997; and (d) the description of the Registrant's Common Stock set forth in the Registrant's Registration Statement on Form 8-A (file #1-14122), filed with the Commission on December 7, 1995. In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 5. Interests of Named Experts and Counsel Charles N. Warren, who has delivered to the Registrant a legal opinion regarding the validity of the shares of Common Stock registered pursuant to this Registration Statement for use in connection therewith, is Senior Vice President and General Counsel and an Assistant Secretary of the Registrant, and holds stock options to acquire 200,000 shares of Common Stock at an exercise price of $9.50 per share. Item 8. Exhibits EXHIBIT EXHIBIT NUMBER ------- - ------- 5 - Opinion of Charles N. Warren, Senior Vice President and General Counsel of the Registrant 23.1 - Consent of Charles N. Warren, Senior Vice President and General Counsel of the Registrant (See Exhibit 5) 23.2 - Consent of Ernst & Young LLP 24* - Powers of Attorney - ---------- * See page S-2 of this Registration Statement. 2 SIGNATURES AND POWERS OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 Arlington, State of Texas, on March 11, 1998. D.R. HORTON, INC. By /s/ Donald R. Horton --------------------------- Donald R. Horton Chairman of the Board and President S-1 KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Donald R. Horton, individually, and Donald R. Horton, David J. Keller, and Richard Beckwitt together as a group, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each such 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, each acting alone, 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/ Donald R. Horton Chairman of the Board March 11, 1998 ---------------------- and President (Principal Donald R. Horton Executive Officer) /s/ Richard Beckwitt Director March 11, 1998 ---------------------- Richard Beckwitt /s/ Richard I. Galland Director March 11, 1998 ---------------------- Richard I. Galland /s/ Richard L. Horton Director March 11, 1998 ---------------------- Richard L. Horton /s/ Terrill J. Horton Director March 11, 1998 --------------------- Terrill J. Horton /s/ David J. Keller Treasurer, Chief Financial March 11, 1998 --------------------- Officer and Director David J. Keller (Principal Accounting and Financial Officer) /s/ Francine I. Neff Director March 11, 1998 ---------------------- Francine I. Neff /s/ Scott J. Stone Director March 11, 1998 - ---------------------- Scott J. Stone /s/ Donald J. Tomnitz Director March 11, 1998 ---------------------- Donald J. Tomnitz S-2 EXHIBIT INDEX EXHIBIT EXHIBIT NUMBER ------- - ------- 5 - Opinion of Charles N. Warren, Senior Vice President and General Counsel of the Registrant 23.1 - Consent of Charles N. Warren, Senior Vice President and General Counsel of the Registrant (See Exhibit 5) 23.2 - Consent of Ernst & Young LLP 24* - Powers of Attorney - ---------- * See page S-2 of this Registration Statement. EX-5 2 LETTER FROM GENERAL COUNSEL OF D.R. HORTON, INC. [Letterhead of D.R. Horton, Inc.] March 11, 1998 D.R. Horton, Inc. 1901 Ascension Blvd. Suite 100 Arlington, Texas 76006 Re: D.R. Horton, Inc. 1991 Stock Incentive Plan Ladies and Gentlemen: I am the Senior Vice President and General Counsel of D.R. Horton, Inc., a Delaware corporation (the "Company"), and, as such, I am familiar with the Company's 1991 Stock Incentive Plan (the "Plan") and the proposed issuance of up to an additional 2,030,959 shares (the "Shares") of Common Stock, $.01 par value, of the Company (the "Common Stock") pursuant thereto. I am also the holder of stock options that entitle me to acquire up to 200,000 shares of Common Stock under the Plan. I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion and, based thereon, I am of the opinion that the Shares that may be issued pursuant to the Plan and the authorized forms of stock option agreements and other awards under the Plan will be, when issued in accordance with the Plan and such agreements and other awards, duly authorized, validly issued, fully paid and non-assessable. I am licensed to practice law in the State of Texas, and I express no opinion as to any laws other than those of such jurisdiction and the laws of the United States of America and the General Corporation Law of the State of Delaware. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission to effect the registration of the Shares under the Securities Act of 1933 and to the reference to me under the caption "Item 5. Interests of Named Experts and Counsel" in such Registration Statement. Very truly yours, /s/ Charles N. Warren Charles N. Warren Senior Vice President and General Counsel EX-23.2 3 CONSENT OF INDEPENDENT AUDITORS CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the D.R. Horton, Inc. 1991 Stock Incentive Plan of our report dated November 7, 1997, with respect to the consolidated financial statements of D.R. Horton, Inc. included in its Annual Report (Form 10-K) for the year ended September 30, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Fort Worth, Texas March 7, 1998 -----END PRIVACY-ENHANCED MESSAGE-----