Securities Registration: Employee Benefit Plan (s-8)
22 July 2017 - 7:03AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 21, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
WILLIAM LYON HOMES
(Exact name of registrant as specified in its charter)
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Delaware
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33-0864902
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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4695 MacArthur Court, 8
th
Floor
Newport Beach, California 92660
(949)
833-3600
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
William Lyon Homes Amended and Restated 2012 Equity Incentive Plan
(Full title of the Plan)
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Matthew R. Zaist
President & Chief Executive Officer
William Lyon Homes
4695
MacArthur Court, 8
th
Floor
Newport Beach, California 92660
(949) 833-3600
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Copy to:
Cary K. Hyden, Esq.
Michael A. Treska, Esq.
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626-1925
(714) 540-1235
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting
company and emerging growth company in Rule
12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A Common Stock, $0.01 par value per share, to be
issued under the William Lyon Homes Amended and Restated 2012 Equity Incentive Plan
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1,605,972 shares (2)
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$23.4725 (3)
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$37,696,177.77 (3)
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$4,368.99
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Total
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1,605,972 shares
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$4,368.99
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(1)
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Pursuant to Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover additional shares of the Registrants Class A
common stock, $0.01 par value per share (Class A Common Stock), which become issuable under the William Lyon Homes Amended and Restated 2012 Equity Incentive Plan, as amended (the Plan) by reason of any stock split,
stock dividend, recapitalization or other similar transaction.
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(2)
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Represents an additional 900,000 shares of Class A Common Stock recently approved by our stockholders for issuance under the Plan, as well as additional 705,972 shares that remain available for issuance under the
Plan due to, among other things, forfeitures of stock awards. We have previously registered 3,636,363 shares of Class A Common Stock for issuance under the Plan.
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(3)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The offering price is based upon the average of the high and low prices
of the Class A Common Stock as reported on the New York Stock Exchange on July 18, 2017.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form
S-8
is not being filed with or included in this
Registration Statement (by incorporation, by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the Commission).
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
We have previously registered 3,636,363 shares of Class A Common Stock for issuance under William Lyon Homes Amended and Restated 2012
Equity Incentive Plan (the Plan) by a registration statement on Form
S-8
filed with the Commission on August 12, 2013, Registration
No. 333-190571
(the Prior Registration Statement). The contents of the Prior Registration Statement are incorporated here by reference to the extent not modified or superseded by the Prior Registration Statement or by any subsequently filed document
that is incorporated by reference in this Registration Statement or in the Prior Registration Statement. This Registration Statement is registering an additional 900,000 shares recently approved by our stockholders for issuance under the Plan, as
well as additional 705,972 shares that remain available for issuance under the Plan, due to, among other things, forfeitures of stock awards.
See Index to Exhibits included herein.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Newport Beach, State of
California, on the 21st day of July, 2017.
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WILLIAM LYON HOMES,
a Delaware
corporation
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By:
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/s/ Matthew R. Zaist
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Matthew R. Zaist
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President & Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints Matthew R. Zaist and Colin T. Severn, and each and any of them, his or her
true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all (i) amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact
and agents full power and authority to do and perform each and every act in person,
hereby ratifying and confirming all that said
attorneys-in-fact
and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement on Form
S-8
has been signed on July 21, 2017 by the following persons in the capacities indicated.
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Signature
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Title
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/s/ Matthew R. Zaist
Matthew R. Zaist
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President & Chief Executive Officer, Director
(Principal Executive Officer)
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/s/ Colin T. Severn
Colin T. Severn
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Senior Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
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/s/ William H. Lyon
William H. Lyon
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Executive Chairman, Chairman of the Board
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/s/ Douglas K. Ammerman
Douglas K. Ammerman
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Director
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/s/ Michael Barr
Michael Barr
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Director
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/s/ Gary H. Hunt
Gary H. Hunt
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Director
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/s/ Matthew R. Niemann
Matthew R. Niemann
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Director
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/s/ Thomas Harrison
Thomas Harrison
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Director
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2
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Signature
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Title
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/s/ Lynn Carlson Schell
Lynn Carlson Schell
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Director
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3
EXHIBIT INDEX
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Exhibit
Number
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Exhibit
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4.1
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Third Amended and Restated Certificate of Incorporation of William Lyon Homes (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form
8-K
filed with the
Commission on May 28, 2013).
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4.2
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Amended and Restated Bylaws of William Lyon Homes (incorporated by reference to Exhibit 3.1 of the Registrants Form
8-K
filed with the Commission on July 22, 2015).
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5.1+
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Opinion of Latham & Watkins LLP.
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23.1+
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Consent of KPMG LLP, Independent Registered Public Accounting Firm.
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23.2
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Consent of Latham & Watkins LLP (contained on Exhibit 5.1 hereto).
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24.1
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Power of Attorney (included in signature page).
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99.1
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William Lyon Homes Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to Appendix A of the Registrants Definitive Proxy Statement filed with the Commission on April 12, 2017).
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