WOODHAVEN HOMES INC
POS AM, 1999-01-25
OPERATIVE BUILDERS
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As filed with the Securities and Exchange Commission on January 25, 1999
    
                              Registration No. 333-62467
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
   
                                 Post Effective
                                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 75240                               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.



Part II

The purpose of this Post-Effective Amendment is to de-register230,000 Units 
consisting of 230,000 shares of the issuer's Common Stock and 230,000 Redeemable
Common Stock Purchase Warrants.  The number of Units, shares of Common Stock and
Redeemable Common Stock Purchase Warrants to be registered upon filing this 
Post-Effective Amendment is 920,000, including the underwriters' over-allotment
option.






                                   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 January 25, 1999.

                                                          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.
<TABLE>
<S>                                 <C>                                             <C>     

 Signature                                        Title                                 Date



 /s/
Richard D. Laxton                                             January 25, 1999
Richard D. Laxton               Chief Executive Officer,
                              Director (Principal Executive
                             Officer and Principal Financial
                                 and Accounting Officer)


/s/
Phillip R. Johns                                             January 25, 1999
Phillip R. Johns                   President, Director



s/s/ Mark V. Johns                                          January 25, 1999
Mark V. Johns                    Vice President, Director

</TABLE>


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