|
Delaware
|
1-10959
|
33-0475989
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
15326
Alton Parkway
Irvine,
California
|
92618
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
ITEM 5.02
|
DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
|
|
1.
|
Kenneth
L. Campbell, III, 50, was elected as President and Chief
Executive Officer of the Company. Mr. Campbell has been a
partner of MatlinPatterson Global Advisers LLC (“MatlinPatterson”), a
private equity firm and an affiliate of the Company’s largest stockholder,
since 2007. Prior to that, from May 2006 to May 2007, Mr. Campbell served
as Chief Executive Officer and Director of Ormet Corporation. From
December 2003 to May 2006, Mr. Campbell served as Chief Financial Officer
of RailWorks Corporation. Before joining MatlinPatterson, Mr.
Campbell spent a period of over twenty years serving in various
restructuring roles at companies with significant operational and/or
financial difficulties. Mr. Campbell will not receive a salary or
participate in the Company’s benefit plans, but will be reimbursed for his
reasonable business expenses.
|
|
|
Since
the beginning of fiscal year 2008, the Company and MatlinPatterson have
engaged in a single business transaction. On June 27, 2008,
MatlinPatterson received a $6.1 million fee from the Company as payment
for the advisory services MatlinPatterson provided to the Company in
connection with the transactions pursuant to which MatlinPatterson’s
affiliate, MP CA Homes, LLC, invested approximately $580 million in the
Company.
|
|
2.
|
Current
Director and Company Co-Founder, Ronald R. Foell, was elected to serve as
Chairman of the Company’s Board of
Directors.
|
|
3.
|
Jeffrey
V. Peterson resigned from his position as Chairman of the Board of
Directors, Chief Executive Officer and President of the Company. Mr.
Peterson will continue as a member of the Company’s Board of
Directors. Attached hereto as Exhibit 10.1 is the Bonus Agreement
the Company entered into with Mr. Peterson. The Bonus Agreement provides
Mr. Peterson with (i) a lump sum bonus payment of $3,000,000, (ii) the
continuation of the vesting of one-quarter of the stock options granted to
Mr. Peterson on August 22, 2008, and (iii) the extension of the period
during which Mr. Peterson may exercise those options to August 22, 2013 if
the Board of Directors fails to nominate Mr. Peterson for re-election to
the Board of Directors. The agreement also contains, among
other things, non-disclosure, non-disparagement, non-solicitation, and
general release provisions and cancels all other bonus, severance and
employment related agreements between the Company and Mr.
Peterson. A copy of the bonus agreement is attached hereto as
Exhibit 10.1.
|
|
ITEM 9.01
|
FINANCIAL
STATEMENTS AND EXHIBITS
|
|
(d)
|
Exhibits
|
|
STANDARD
PACIFIC CORP.
|
||
|
By:
|
/s/ Kenneth
L. Campbell III
|
|
|
Kenneth
L. Campbell III
President
and
Chief
Executive Officer
|
||
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
10.1
|
Jeffrey
V. Peterson Bonus Agreement
|
|
|
99.1
|
|
Press
release dated December 18, 2008 announcing board and management
changes
|