Garza & Staples, P.C.
ATTORNIES AT LAW
5420 LBJ FREEWAY
1230 LINCOLN CENTRE
DALLAS , TEXAS 75240
Telephone (214) 373-3300
Fax (972) 404-1300
October 14,1998
Steven C. Duvall
Assistant Director
Securities and Exchange Commission
Washington, D. C. 20549
Re: Woodhaven Hones, Inc.
File No. 333-62467
Dear Mr. Duvall:
We transmit herewith Amendment No. 2 to the above registration
statement to include exhibits 23.3 and 23.4, which were not included in
Amendment 1 filed on October 13, 1998.
Very truly yours,
Joe B. Garza
<PAGE>
As filed with the Securities and Exchange Commission on October 14, 1998
Registration No. 333-62467
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933
Woodhaven Homes, Inc.
(Name of issuer in its charter)
Texas 1623 75-2777805
(State or jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S.
Identification Number)
Woodhaven Homes, Inc
2501 Oaklawn, Suite 550
Dallas, Texas 75219
(214) 599-1999
(Address and telephone number of principal
executive offices and principal place of business)
Richard D. Laxton
Woodhaven Homes, Inc
2501 Oaklawn, Suite 550
Dallas, Texas 75219
(214) 599-1999
(Name, address and telephone number of agent for service)
Copies of all communications to:
Garza & Staples Maurice J. Bates, Esq.
Joe Garza Maurice J. Bates, L.L.C.
1230 Lincoln Center Two 8214 Westchester Suite 500
Dallas, Texas 75225 Dallas, Texas 75225
(800) 442-7040 (214) 692-3566
(972) 404-1300 FAX (214) 987-2091 FAX
Approximate date of proposed sale to public:As soon as practicable
after the effective date of the Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, please check the following box. X
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
<TABLE>
<CAPTION>
(Registration Statement cover page cont'd)
Calculation of Registration Fee
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price per Share Aggregate Offering Price Registration Fee
(1) (1) (1)
<S> <C> <C> <C> <C>
Units 1,150,00 $10.00 $11,500,000 $3,450
Common Sock, par
value $0.01 (2) 1,150,000 (2) (2) (2)
Redeemable Common Stock
Purchase
Warrants (2) 1,150,000 (2) (2) (2)
Common Stock, par
Value $0.01 (3) 1,150,000 $12.00 $13,800,000 $4,140
Underwriter's Warrants (4) 100,000 $ 0.01 $100.00 $100
Units Underlying the
Underwriter's Warrants 100,000 $12.00 $1,200,000 $360
Common Stock, par
value $0.01 (5) 100,000 (5) (5) (5)
Redeemable Common Stock
Purchase Warrants 100,000 (5) (5) (5)
Common Stock, par
value $0.01 (6) 100,000 $12.00 $1,200,000 $360
Total $27,700,100 $8,310
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Included in the Units. No additional registration fee is required.
(3) Issuable upon the exercise of the Redeemable Common Stock Purchase Warrants.
Pursuant to Rule 416 there are also registered an indeterminate number of shares
of Common Stock which may be issued pursuant to the antidilution provisions
applicable to the Redeemable Common Stock Purchase Warrants, the Underwriter's
Warrants and the Redeemable Common Stock Purchase Warrants issuable under the
Underwriters Warrants. (4) Underwriters' Warrants to purchase up to 100,000
Units, consisting of an aggregate of 100,000 shares of Common Stock and 100,000
Redeemable Common Stock Purchase Warrants. (5) Included in the Units underlying
the Underwriters' Warrants. No additional registration fees are required. (6)
Issuable upon exercise of Redeemable Common Stock Purchase Warrants underlying
the Underwriters' Units.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<S> <C>
Item 13. Other Expenses of Issuance and Distribution
Estimated expenses in connection with the public offering by the Company of the
securities offered hereunder are as follows:
Securities and Exchange Commission Filing Fee $8,310
Nasd Filing Fee 3,270
Blue Sky Fees and Expenses* 5,000
American Stock Exchange Application and Listing Fee 20,000
Accounting Fees and Expenses* 40,000
Legal Fees and Expenses 175,000
Printing* 30,000
Fees of Transfer Agents and Registrar* 5,000
Underwriters' Non-Accountable Expense Allowance 200,000
Miscellaneous* 13,420
----------
Total* $500,000
- ----------------
* Estimated.
</TABLE>
Item 14. Indemnification of Directors and Officers.
Pursuant to Section 2.02-1 of the Texas Business Corporation Act, a corporation
may indemnify an individual made a party to a proceeding because the individual
is or was a director against liability incurred in his official capacity with
the corporation including expenses and attorneys fees.
Article Nine of the Articles of Incorporation provides that a director
of the Corporation shall not be liable to the corporation or the shareholders
for any act or omission in such capacity as a director to the fullest extent
permitted by Texas statutory or decisional law.
Item 15. Recent Sales of Unregistered Securities
The Registrant has not issued any unregistered securities during the
last three years but intends to issue 2,000,000 shares of its common stock to
Richard D. Laxton, Phillip R. Johns and Mark V. Johns, the three principals of
Woodhaven Homes, Ltd., a Texas limited partnership (the "Partnership") in
exchange for all of the assets of the Partnership, all of the outstanding
capital stock of the corporate general partner, W. H. Management, Inc. and all
of the outstanding capital stock of Resland Development Company, Inc.
("Resland") prior to the effective date of this offering. The three principals
are the registrant's officers and directors and have been the managers of the
Partnership and its predecessor limited liability company and Resland and have
access to all corporate information. The exchange of stock for assets is
designed to qualify as a tax free exchange under section 351 of the Internal
Revenue Code of 1986 and will be exempt from registration under the Securities
Act provided by Section 4(2) thereunder as a transaction not involving a public
offering.
No underwriter was involved in the transaction
Item 16. Exhibits and Financial Statement Schedules
(a). Exhibits:
Exhibit No Item
Exhibit 1.1 Form of Underwriting Agreement.(3)
Exhibit 1.2 Form of Underwriters' Warrant Agreement.(3)
Exhibit 3.1 Articles of Incorporation of the Registrant. (3)
Exhibit 3.2 Bylaws of the Registrant (3)
Exhibit 4.1 Form of Warrant Agreement between Company and
Securities Transfer Corporation (3)
Exhibit 4.3 Specimen of Warrant Certificate. (3) Contained in
Exhibit 4.1
Exhibit 4.4 Form of Warrant of Joe B. Garza (3)
<PAGE>
Exhibit 5.1 Opinion of Garza & Staples.(3)
Exhibit 10.1 Stock Option Plan (3)
Exhibit 10.2 Lease between the Registrant and Gaedeke Holdings,
Ltd. (3)
Exhibit 10.3 Form of Bank Loan Agreement between the Registrant and
its lenders.(3)
Exhibit 10.4 Joint Venture Agreement with The GM Group, Inc. (3)
Exhibit 23.1 Consent of Turner , Stone & Company, L.L.P., Certified
Public Accountants.(3)
Exhibit 23.2 Consent of Garza & Staples is contained in their
opinion to be filed as Exhibit 5.1 to
this registration statement.(3)
Exhibit 23.3 Consent of American Metro/Study Corporation (1)
Exhibit 23.4 Consent of Robert A. Shuey (1)
Exhibit 27.1 Financial Data Schedule (3)
-----------------------
(1) Filed herewith
(2) To be filed by amendment (3) Previously filed
(b) Financial Statement Schedules: Not applicable
Item 17. Undertakings
The undersigned registrant hereby undertakes as follows:
(1) To provide to the Underwriters at the closing specified in the
Underwriting Agreement certificates in such denominations and
registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
(2) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to:
(a) Include any Prospectus required by Section 10(a)(3)
of the Securities Act;
(b) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental
change in the Registration Statement; and
(c) Include any additional or changed material information on
the plan of distribution.
(3) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(4) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or
persons controlling the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised
that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy, as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
shares of the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
(5) For the purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of a registration statement in
reliance upon Rule 430A and contained in the form of
prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to
be part of this Registration Statement as of the time it was
declared effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Dallas, State
of Texas, on October 14, 1998.
WOODHAVEN HOMES, INC.
By: /s/ Richard D. Laxton
Richard D. Laxton, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints RICHARD D.
LAXTON and PHILLIP R. JOHNS and each of them, his true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in
connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes
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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Richard D. Laxton
Richard D. Laxton Chief Executive Officer, October 14 , 1998
Director (Principal Executive
Officer and Principal Financial
and Accounting Officer)
/s/ Phillip R. Johns
Phillip R. Johns President, Director October 14, 1998
/s/ Mark V. Johns October 14, 1998
Mark V. Johns Vice President, Director
AMERICAN
METRO/STUDY CORPORATION
14001 Dallas Parkway o Suite 1010 o
Dallas, Texas 75240
972/701-9200 o Fax 972/701-9909
October 7, 1998
Mr. Richard Laxton, CEO
Woodhaven Homes, Ltd.
2501 Oaklawn, Suite 550 Ave.
Dallas, TX 75219
Dear Richard:
The sources used to produce the information and data in the "Market" section of
your prospectus include American Metro/Study's propriety database of single
family residential activity in the Metroplex, as well as the U.S. Bureau of
Labor Statistics, the U.S.
Census Bureau, and the Greater Dallas Chamber of Commerce.
We consent to the use of name in the registration statement and the data
referred to therein.
Very truly yours,
/S/ Robert V. Gass
/S/ Robert V. Gass
Robert V. Gass
President - North Texas Region
American Metro/Study
Robert A. Shuey, III
8214 Westchester, Suite 500
Dallas, Texas 75225
I have read Amendment No. 1 to the Registration Statement of Woodhaven Homes,
Inc. dated October 14,1998 and hereby consent to the use of my name as a
director nominee in the prospectus which is a part thereof.
/s/ Robert A. Shuey, III
Robert A. Shuey, III
October 14, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0001068729
<NAME> WOODHAVEN HOMES
<MULTIPLIER> 1
<CURRENCY> $US
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-1-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 209,164
<SECURITIES> 0
<RECEIVABLES> 501,232
<ALLOWANCES> 0
<INVENTORY> 16,315,565
<CURRENT-ASSETS> 17,202,408
<PP&E> 707,203
<DEPRECIATION> 325,311
<TOTAL-ASSETS> 17,657,729
<CURRENT-LIABILITIES> 14,630,859
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 2,951,686
<TOTAL-LIABILITY-AND-EQUITY> 17,657,729
<SALES> 21,388,746
<TOTAL-REVENUES> 21,388,746
<CGS> 18,352,290
<TOTAL-COSTS> 18,352,290
<OTHER-EXPENSES> 1,606,447
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 114,708
<INCOME-PRETAX> 1,315,031
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,315,031
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,315,031
<EPS-PRIMARY> 0.43
<EPS-DILUTED> 0.43
</TABLE>
