As filed with the Securities and Exchange Commission on April 7, 2000
Registration No. 33 -_______
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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.
Chairman of the Board 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Proposed Maximum Proposed Maximum
Title of Shares Number of Shares to Offering Price Per Aggregate Offering Amount of
To be Registered be Registered Share* Price* Registration Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 1,500,000** $5.719 $2,814,356 $743.00
===========================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee. Based
upon the exercise price of outstanding options and for the balance upon the
average of the high and low prices of the Common Stock on April 5, 2000, as
reported on the New York Stock Exchange Composite Tape in accordance with
Rule 457(h)(l).
** 1,000,000 shares were covered by Registration Statement No. 33-75305, which
is incorporated herein by reference, consequently the Registration fee is
calculated on the basis of 500,000 shares added by this filing in
accordance with General Instruction E of Form S-8.
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<PAGE>
On June 9, 1993 and March 31, 1999 the registrant filed registration
statements on Form S-8 under the Securities Act of 1933, as amended (the "Act")
(Nos. 33-64144 and 33-75305) the contents of which are incorporated herein by
reference.
This registration statement is being filed to increase the number of shares
of Washington Homes, Inc., Common Stock ($.01 par value) registered under the
Act from 1,000,000 to 1,500,000 shares.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Washington Homes, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's annual report on Form 10-K for the year ended July
31, 1999 (No 1-7643)
(b) All other reports filed pursuant to Section 13 or 15(d) of the
Exchange Act subsequent to July 31, 1999 (No 1-7643); and
(c) The Registrant's Registration Statement on Form 8-A (No. 0-21216)
filed with the Commission on February 9, 1993 pursuant to Section 12
of the Securities and Exchange Act of 1934 (the "1934 Act"), as
subsequently amended, which incorporates by reference the terms,
rights and provisions applicable to the Registrant's Common Stock as
set forth under the heading "Description of Capital Stock" in the
Registrant's prospectus dated February 25, 1993 (No. 33-52648).
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act subsequent to the date of this
Registration Statement and prior to the filing of the post effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold also
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such
documents.
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
Exhibit 10(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)*
10(d) Amendment Number 3 to Employee Stock Option Plan
23(a) Consent of Deloitte & Touche LLP, independent auditors.
23(b) Consent of Laurence R. Jaffe is contained in Exhibit 5.
24 Powers of Attorney.
* Incorporated herein by reference.
<PAGE>
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 April 6, 2000.
WASHINGTON HOMES, INC.
By: /s/ GEATON A. DECESARIS, JR.
----------------------------
Geaton A. DeCesaris, Jr.
Chairman of the Board 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
---- ----- ----
/s/ GEATON A. DECESARIS, JR. Chairman of the Board, Director
- ----------------------------- and Chief Executive Officer
Geaton A. DeCesaris, Jr. (Principal Executive Officer) April 6, 2000
/s/ CLAYTON MILLER* Senior Vice President and Chief
- ----------------------------- Accounting Officer (Principal
Clayton Miller Accounting Officer) April 6, 2000
/s/ CHRISTOPHER SPENDLEY* Senior Vice President and Chief
- ----------------------------- Financial Officer (Principal
Christopher Spendley Financial Officer) April 6, 2000
/s/ GEATON A. DECESARIS, SR.* Director April 6, 2000
- -----------------------------
Geaton A. DeCesaris, Sr.
/s/ THOMAS CONNELLY* Director April 6, 2000
- -----------------------------
Thomas Connelly
/s/ RICHARD FRARY* Director April 6, 2000
- -----------------------------
Richard Frary
/s/ PAUL C. SUKALO* Director April 6, 2000
- -----------------------------
Paul C. Sukalo
/s/ THOMAS PELLERITO* Director April 6, 2000
- -----------------------------
Thomas Pellerito
/s/ RICHARD B. TALKIN* Director April 6, 2000
- -----------------------------
Richard B. Talkin
/s/ RONALD M. SHAPIRO* Director April 6, 2000
- -----------------------------
Ronald M. Shapiro
*By: /s/ GEATON A. DECESARIS, JR.
----------------------------
Geaton A. DeCesaris, Jr.
Attorney-in-Fact
EXHIBIT 5
April 6, 2000
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 1,500,000 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 10(d)
THIRD AMENDMENT TO WASHINGTON HOMES
EMPLOYEE STOCK OPTION PLAN
WASHINGTON HOMES, INC. (the "Company"), hereby adopts this THIRD AMENDMENT
(the "Amendment") to the WASHINGTON HOMES EMPLOYEE STOCK OPTION PLAN (the
"Plan"), as of November 20, 1999, as set forth herein.
WHEREAS, the Company adopted the Plan effective as of September 17, 1992;
WHEREAS, the Company amended the Plan effective as of November 15, 1992, to
increase the maximum number of shares of the Company's Common Stock which may be
issued pursuant to option granted under the Plan, to 500,000 shares, subject to
adjustment upon changes in capitalization of the Company; and
WHEREAS, the Company amended the Plan effective as of November 20, 1997, to
increase the maximum number of shares of the Company's Common Stock which may be
issued pursuant to option granted under the Plan, to 1,000,000 shares, subject
to adjustment upon changes in capitalization of the Company; and
WHEREAS, the Company wishes to again amend the Plan to increase the number
of shares of the Company's Common Stock, which may be issued pursuant to options
granted under the Plan from 1,000,000 to 1,500,000 shares, subject to adjustment
upon changes in capitalization of the Company; and
WHEREAS, the Board of Directors of the Company approved the Amendment to
the Plan at a meeting of the Board on September 9, 1999, subject to the approval
of the Shareholders; and
WHEREAS, the Company presented the Amendment to the Shareholders of the
Company at the 1999 Annual Meeting of the Shareholders at which Shareholders
have voted on and duly approved such Amendment.
NOW THEREFORE, the Company hereby amends the Plan as follows:
1. Section 3. of the Plan shall be replaced with the following Section 3.:
"Section 3. Number of Shares Available for Options.
An aggregate maximum of 1,500,000 Shares may
be issued under Options pursuant to the Plan,
subject to adjustment upon changes in capitalization
pursuant to Section 9. Shares subject to Options
that have lapsed unexercised may again be offered
under Options, but Shares that have been issued
under Options and reacquired by the Company
shall not again be offered under Options."
2. All other terms, conditions, and provisions of the Plan shall remain
unchanged.
Signature appears on the following page.
<PAGE>
Executed as of the 20th day of November, 1999.
WASHINGTON HOMES, INC.
By:
-----------------------------------
Geaton A. DeCesaris, Jr., President
EXHIBIT 23(a)
INDEPENDENT AUDITOR'S CONSENT
- -----------------------------
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Washington Homes, Inc. of our report dated September 3, 1999
appearing in the Registrant's Annual Report on Form 10-K for the year ended
July 31, 1999.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
McLean, Virginia
March 7, 2000
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 relating to the
Washington Homes Employee Stock Option Plan; 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 25th day of February 2000.
/s/ GEATON A. DECESARIS, SR. /s/ CHRISTOPHER R. SPENDLEY
- ---------------------------- ---------------------------
Geaton A. DeCesaris, Sr. Christopher R. Spendley
/s/ THOMAS CONNELLY /s/ PAUL C. SUKALO
- ---------------------------- ---------------------------
Thomas Connelly Paul C. Sukalo
/s/ THOMAS PELLERITO /s/ RICHARD B. TALKIN
- ---------------------------- ---------------------------
Thomas Pellerito Richard B. Talkin
/s/ CLAYTON W. MILLER /s/ RICHARD FRARY
- ---------------------------- ---------------------------
Clayton W. Miller Richard Frary
/s/ RONALD M. SHAPIRO
- ----------------------------
Ronald M. Shapiro
