SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) April 10, 2002
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Standard Pacific Corp.
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(Exact name of registrant as specified in charter)
Delaware 1-0959 33-0475989
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(State or other jurisdiction of (Commission file number) (IRS employer identification no.)
incorporation)
15326 Alton Parkway, Irvine, California 92618
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (949) 789-1600
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Not applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On January 11, 2001, Standard Pacific Corp. (the "Company") filed, pursuant
to Rule 415 under the Securities Act of 1933, as amended, a registration
statement on Form S-3 (File No. 333-52732), including a prospectus which, as
amended, was declared effective on January 16, 2001. On April 12, 2002, the
Company filed a prospectus supplement, dated April 10, 2002, relating to the
offering of $150,000,000 principal amount of the Company's 9 1/4% Senior
Subordinated Notes due 2012 (the "Notes"). In connection with the offering and
issuance of the Notes, the Company is hereby filing certain exhibits, see "Item
7. Exhibits."
Item 7. Exhibits.
(c) Exhibits:
The following exhibits are filed with this report on Form 8-K:
Exhibit No. Description
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1.1 Underwriting Agreement, dated April 10, 2002, by and among the Company and the
underwriters listed on the first page thereof with respect to the issuance and
sale of the Notes.
4.1 Senior Subordinated Debt Securities Indenture dated as of April 10, 2002 by and
between the Company and Bank One Trust Company, N.A., as trustee.
4.2 First Supplemental Indenture, dated as of April 10, 2002, by and between the
Company and Bank One Trust Company, N.A., a trustee, with Form of Note attached.
5.1 Opinion Letter of Gibson, Dunn & Crutcher LLP regarding the validity of the
Notes.
12.1 Statement re Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Gibson Dunn & Crutcher LLP (included as part of Exhibit 5.1).
25.1 Statement of Eligibility of Trustee on Form T-1.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 12, 2002
STANDARD PACIFIC CORP.
By: /s/ Clay A. Halvorsen
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Clay A. Halvorsen
Senior Vice President, General Counsel
and Secretary
EXHIBIT INDEX
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Exhibit No. Description
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1.1 Underwriting Agreement, dated April 10, 2002, by and among the Company and the underwriters
listed on the first page thereof with respect to the issuance and sale of the Notes.
4.1 Senior Subordinated Debt Securities Indenture dated as of April 10, 2002 by and between the
Company and Bank One Trust Company, N.A., as trustee.
4.2 First Supplemental Indenture, dated as of April 10, 2002, by and between the Company and
Bank One Trust Company, N.A., a trustee, with Form of Note attached.
5.1 Opinion Letter of Gibson, Dunn & Crutcher LLP regarding the validity of the Notes.
12.1 Statement re Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Gibson Dunn & Crutcher LLP (included as part of Exhibit 5.1).
25.1 Statement of Eligibility of Trustee on Form T-1.
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