As filed with the Securities and Exchange Commission on March __, 1999
___________________________________________ Registration No. _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
WASHINGTON HOMES, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0818872
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1802 Brightseat Road
Landover, Maryland 20785-4235
(301) 772-8900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
__________________________
WASHINGTON HOMES EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
__________________________
GEATON A. DECESARIS, JR.
President and Chief Executive Officer
WASHINGTON HOMES, INC.
1802 Brightseat Road
Landover, Maryland 20785-4235
(301) 772-8900
(Name, address, including zip code, and telephone number, including area code,
of agent of service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Shares Number of Maximum Maximum Amount of
To be Registered Shares to Offering Aggregate Registration
be Price Per Offering Fee **
Registered Share * Price *
Common Stock
($.01 par value) 1,000,000** $ 6.03 $ 2,183,500 $ 607.00
*Estimated solely for the purpose of calculating the registration fee.
Based upon the exercise price of outstanding options and for the balance
upon the average of the high and low prices of the Common Stock on March
26, 1999, as reported on the New York Stock Exchange Composite Tape in
accordance with Rule 457(h)(l).
**500,000 were covered by Registration Statement No. 33-64144, which is
incorporated herein by reference, consequently the Registration fee is
calculated on the basis of 500,000 shares added by this filing in
accordance with General Instruction E of Form S-8.
On June 9, 1993 the registrant filed a registration statement on Form S-8
under the Securities Act of 1933, as amended (No. 33-64144) the contents of
which are incorporated herein by reference.
This registration statement is being filed to increase the number of
shares of Washington Homes, Inc., Common Stock ($.01 par value) registered from
500,000 to 1,000,000 shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit No. Description of Exhibit
5 Opinion and consent of Laurence R. Jaffe, General Counsel
10(a) Washington Homes, Inc. Employee Stock Option Plan (Filed as Exhibit10(f)
to Registration No. 33-52648)*
10(b) Amendment to Employee Stock Option Plan (Filed as Exhibit 10(f) (1) to
Registration No. 33-52648)*
10(c) Amendment Number 2 to Employee Stock Option Plan (Filed as Exhibit 10 (k)
to 10-K Report for year ended July 31, 1998)*
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Laurence R. Jaffe is contained in Exhibit 5.
24 Powers of Attorney.
* Incorporated herein by reference.
SIGNATURES
The Registrant. 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 Landover, State of Maryland, on March 29, 1999.
WASHINGTON HOMES, INC.
By: /s/ GEATON A. DECESARIS, JR.
Geaton A. DeCesaris, Jr.
President and Chief Executive Officer
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 date indicated.
Name Title Date
President, Director and Chief
Executive Officer (Principal
/s/ GEATON A. DECESARIS, JR. Executive Officer) March 29, 1999
Geaton A. DeCesaris, Jr.
Senior Vice President and Chief
Accounting Officer (Principal
/s/ CLAYTON MILLER Accounting Officer) March 29, 1999
Clayton Miller
Senior Vice President and Chief
Financial Officer (Principal
/s/ CHRISTOPHER SPENDLEY Financial Officer) March 29, 1999
Christopher Spendley
/s/ GEATON A. DECESARIS, SR.* Director March 29, 1999
Geaton A. DeCesaris, Sr.
/s/ THOMAS CONNELLY* Director March 29, 1999
Thomas Connelly
/s/ PAUL C. SUKALO* Director March 29, 1999
Paul C. Sukalo
/s/ RICHARD FRARY* Director March 29, 1999
Richard Frary
/s/ RICHARD B. TALKIN* Director March 29, 1999
Richard B. Talkin
/s/ RONALD M. SHAPIRO* Director March 29, 1999
Ronald M. Shapiro
/s/ THOMAS J. PELLERITO* Director March 29, 1999
Thomas J. Pellerito
*By: /s/ GEATON A. DECESARIS, JR.
Geaton A. DeCesaris, Jr
Attorney-in-Fact
EXHIBIT 5
March 29, 1999
Washington Homes, Inc.
1802 Brightseat Road
Landover, MD 20785-4234
Dear Sir or Madam:
I have acted as counsel for Washington Homes, Inc. (the "Company") in
connection in the offering of 1,000,000 shares of voting Common Stock ($.01 par
value) (the "Offering") pursuant to a registration statement of Form S-8 under
the Securities Act of 1933, as amended (the "Registration Statement") relating
to the Company's Employee Stock Option Plan. In connection therewith, I have
reviewed such documents and proceedings and given regard to such legal
principles as I have deemed relevant.
Based on the foregoing, I am of the opinion that shares of the
Company's voting Common Stock ($.01 par value) to be sold in the Offering, when
issued and sold in accordance with the provisions of the Registration Statement,
will be legally issued, fully paid and non-assessable shares of the Company.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
Laurence R. Jaffe
General Counsel
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Washington Homes, Inc. on Form S-8 of our report dated September 4, 1998
appearing in the Registrant's Annual Report on Form 10-K of Washington Homes,
Inc. for the year ending July 31, 1998.
Deloitte & Touche LLP
Washington, D.C.
March 12, 1999
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each of the undersigned
directors or officers of Washington Homes, Inc., a Maryland corporation, hereby
constitutes and appoints Geaton a. DeCesaris, Jr. his or her true and lawful
attorney-in-fact and agent, with the full power to act, for him or her and in
his or her name, place and stead, in any and all capacities, to do any and all
acts and things and execute any and all instruments which said attorney and
agent may deem necessary or desirable to enable Washington Homes, Inc. to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of securities of Washington
Homes, Inc. pursuant to a Registration Statement on Form S-8; but without
limiting the generally of the foregoing, power and authority to sign the name of
the undersigned to such Registration Statement and any and all amendments
thereto (including post-effective amendments) and to any instruments and
documents filed as part of or in connection with such Registration Statement or
amendments thereto; and the undersigned hereby ratifies and confirms all that
said attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed to
these presents this 26th day of February 1999.
/s/ GEATON A. DECESARIS, SR /s/ RICHARD B. TALKIN
Geaton A. DeCesaris, Sr. Richard B. Talkin
/s/ THOMAS CONNELLY /s/ PAUL C. SUKALO
Thomas Connelly Paul C. Sukalo
/s/ RONALD M. SHAPIRO /s/ RICHARD FRARY
Ronald M. Shapiro Richard Frary
/s/ THOMAS J. PELLERITO
Thomas J. Pellerito
