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As filed with the Securities and Exchange Commission on June 14, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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STANDARD PACIFIC CORP.
(Exact name of Registrant as Specified in Its Charter)
Delaware 33-0475989
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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15326 Alton Parkway
Irvine, California 92618
(949) 789-1600
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
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2000 STOCK INCENTIVE PLAN OF STANDARD PACIFIC CORP.
(Full Title of Plan)
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Clay A. Halvorsen, Esq.
Senior Vice President, General Counsel and Secretary
Standard Pacific Corp.
15326 Alton Parkway
Irvine, California 92618
(949) 789-1600
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
Copies to:
Robert K. Montgomery, Esq.
Gibson, Dunn & Crutcher LLP
2029 Century Park East
Suite 4000
Los Angeles, California 90067-3026
(310) 552-8500
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered(1) Share(2) Price(2) Fee
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Common Stock, 1,500,000(3) $32.28 $48,420,000 $4,455
par value $0.01 per share
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(1) Also includes associated preferred share rights to purchase shares of
Standard Pacific's common stock, which preferred share rights are not
currently separable from the shares of common stock and are not
currently exercisable. Pursuant to Rule 416(a), this Registration
Statement also covers shares issued pursuant to antidilution provisions
set forth in the 2000 Stock Incentive Plan of Standard Pacific Corp.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) and based on the average of the
high and the low price of Standard Pacific's common stock as reported
on June 13, 2002 on the New York Stock Exchange.
(3) In addition to the 1,500,000 shares registered hereby, 1,000,000 shares
of common stock issuable under the 2000 Stock Incentive Plan of
Standard Pacific Corp. were previously registered under the
Registration Statement on Form S-8 (Registration No. 333-63326), filed
with the Securities and Exchange commission on June 19, 2001.
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INTRODUCTION
On June 19, 2001, Standard Pacific Corp., a Delaware corporation (the
"Company"), filed a Registration Statement on Form S-8 registering 1,000,000
shares of the Company's common stock, par value $0.01 per share issuable under
the 2000 Stock Incentive Plan of Standard Pacific Corp. This Registration
Statement on Form S-8 is filed by the Company to register an additional
1,500,000 shares of the Company's common stock, issuable under such plan as a
result of an amendment to the plan, and consists of only those items required by
General Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act of 1933, as amended,
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In accordance with General Instruction E to Form S-8, the contents of
the Company's Registration Statement on Form S-8 (Registration No. 333-63326)
previously filed by the Company with the Securities and Exchange Commission on
June 19, 2001, which relates to the 2000 Stock Incentive Plan of Standard
Pacific Corp., are incorporated herein by reference and made a part hereof.
INFORMATION REGARDING FINANCIAL STATEMENTS INCORPORATED
BY REFERENCE INTO THIS REGISTRATION STATEMENT
On June 5, 2002, we announced that we had appointed Ernst & Young LLP
to replace Arthur Andersen LLP as our independent auditors. Our consolidated
balance sheets as of December 31, 2001 and 2000, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the three
years in the period ended December 31, 2001 incorporated by reference in this
registration statement have been audited by Andersen, as stated in their report
dated January 21, 2002, which is incorporated by reference herein. After
reasonable efforts, we have been unable to obtain Andersen's consent to the
incorporation by reference into this registration statement of Andersen's report
with respect to these financial statements. Under these circumstances, Rule 437a
under the Securities Act permits us to file this registration statement without
a written consent from Andersen. The absence of such consent may limit recovery
by investors on certain claims. In particular, and without limitation, investors
will not be able to assert claims against Andersen under Section 11 of the
Securities Act. In addition, the ability of Andersen to satisfy any claims
(including claims arising from Andersen's provision of auditing and other
services to us) may be limited as a practical matter due to recent events
regarding Andersen.
Item 8. Exhibits.
Exhibit No. Description
4.1 Certificate of Incorporation of the registrant, incorporated by
reference to Exhibit 3.1 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.
4.2 Certificate of Correction of Certificate of Incorporation of the
registrant, incorporated by reference to Exhibit 3.2 of the
registrant's Registration Statement on Form 8-B filed with the
Securities and Exchange Commission on December 17, 1991.
2
4.3 Form of Certificate of Amendment to Certificate of Incorporation
of the registrant, incorporated by reference to Exhibit 3.3 of the
registrant's Registration Statement on Form 8-B filed with the
Securities and Exchange Commission on December 17, 1991.
4.4 Form of Certificate of Merger of the registrant, incorporated by
reference to Exhibit 3.4 of the registrant's Registration
Statement on Form 8-B filed with the Securities and Exchange
Commission on December 17, 1991.
4.5 Certificate of Designations of Series A Junior Participating
Preferred Stock of the registrant, incorporated by reference to
Exhibit 4.2 to the Registration Statement on Form 8-A (File No.
001-10959), filed with the Securities and Exchange Commission on
December 28, 2001.
4.6 Bylaws of the registrant, incorporated by reference to Exhibit 3.5
of the registrant's Registration Statement on Form S-4 (File No.
333-37014), filed with the Securities and Exchange Commission on
May 15, 2000.
4.7 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.
4.8 Rights Agreement, dated as of December 31, 2001, between the
registrant and EquiServe Trust Company, N.A., as Rights Agent,
incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form 8-A (File No. 001-10959), filed with the
Securities and Exchange Commission on December 28, 2001.
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 The registrant was unable to obtain the consent of Arthur Andersen
LLP. See information above under the heading "Information
Regarding Financial Statements Incorporated by Reference into this
Registration Statement."
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1
hereto).
24.1 Power of Attorney (contained on signature page hereto).
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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 June 14, 2002.
STANDARD PACIFIC CORP.
By: /s/ STEPHEN J. SCARBOROUGH
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Name: Stephen J. Scarborough
Title: Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Stephen J. Scarborough, Andrew
H. Parnes and Clay A. Halvorsen, and each of them, with full power of
substitution and full power to act without the other, his true and lawful
attorneys-in-fact and agents to act for him 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 subsequent registration
statement the registrant may hereafter file with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act to register
additional shares of common stock, and to file this Registration Statement, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in order to effectuate
the same as fully, to all intents and purposes, as they, he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, 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 below by the following persons in the
capacities indicated below and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ STEPHEN J. SCARBOROUGH Chief Executive Officer and Chairman of the
------------------------------------ Board (Principal Executive Officer) June 14, 2002
(Stephen J. Scarborough)
/s/ ANDREW H. PARNES Senior Vice President--Finance, Chief
------------------------------------ Financial Officer and Director (Principal June 14, 2002
(Andrew H. Parnes) Financial and Accounting Officer)
/s/ MICHAEL C. CORTNEY Director June 14, 2002
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(Michael C. Cortney)
/s/ JAMES L. DOTI Director June 14, 2002
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(James L. Doti)
/s/ RONALD R. FOELL Director June 14, 2002
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(Ronald R. Foell)
/s/ DOUGLAS C. JACOBS Director June 14, 2002
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(Douglas C. Jacobs)
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/s/ KEITH D. KOELLER Director June 14, 2002
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(Keith D. Koeller)
/s/ LARRY MCNABB Director June 14, 2002
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(Larry McNabb)
/s/ JEFFREY V. PETERSON Director June 14, 2002
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(Jeffrey V. Peterson)
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EXHIBIT INDEX
Exhibit No. Description
4.1 Certificate of Incorporation of the registrant, incorporated by
reference to Exhibit 3.1 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.
4.2 Certificate of Correction of Certificate of Incorporation of the
registrant, incorporated by reference to Exhibit 3.2 of the
registrant's Registration Statement on Form 8-B filed with the
Securities and Exchange Commission on December 17, 1991.
4.3 Form of Certificate of Amendment to Certificate of Incorporation
of the registrant, incorporated by reference to Exhibit 3.3 of
the registrant's Registration Statement on Form 8-B filed with
the Securities and Exchange Commission on December 17, 1991.
4.4 Form of Certificate of Merger of the registrant, incorporated by
reference to Exhibit 3.4 of the registrant's Registration
Statement on Form 8-B filed with the Securities and Exchange
Commission on December 17, 1991.
4.5 Certificate of Designations of Series A Junior Participating
Preferred Stock of the registrant, incorporated by reference to
Exhibit 4.2 to the Registration Statement on Form 8-A (File No.
001-10959), filed with the Securities and Exchange Commission on
December 28, 2001.
4.6 Bylaws of the registrant, incorporated by reference to Exhibit
3.5 of the registrant's Registration Statement on Form S-4 (File
No. 333-37014), filed with the Securities and Exchange Commission
on May 15, 2000.
4.7 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.
4.8 Rights Agreement, dated as of December 31, 2001, between the
registrant and EquiServe Trust Company, N.A., as Rights Agent,
incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form 8-A (File No. 001-10959), filed with the
Securities and Exchange Commission on December 28, 2001.
5.1 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 The registrant was unable to obtain the consent of Arthur
Andersen LLP. See information above under the heading
"Information Regarding Financial Statements Incorporated by
Reference into this Registration Statement."
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1
hereto).
24.1 Power of Attorney (contained on signature page hereto).