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Registration
No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CALPROP CORPORATION
(Exact name of issuer as specified in its charter)
California 95 - 4044835
(State of Incorporation) (I.R.S. Employer Identification No.)
5456 McConnell Avenue, #245
Los Angeles, California 90066
(Address of Principal Executive Offices including Zip Code)
Calprop Corporation
1993 STOCK OPTION PLAN
(Full title of the plan)
Victor Zaccaglin
Calprop Corporation
5456 McConnell Avenue
Los Angeles, California 90066
(310) 306-4314
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
Joseph G. Martinez, Esq.
Parker, Milliken, Clark, O'Hara & Samuelian
Twenty-seventh Floor
333 South Hope Street
Los Angeles, California 90071
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price Fee
- ---------- ---------- ------ --------- ------------
<S> <C> <C> <C> <C>
Common Stock,
No Par Value 1,000,000 shs. $ 0.75 $750,000 $258.62
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(1) This registration statement also includes an indeterminable number of
additional shares that may become issuable as result of terminated, expired
or surrendered options for Common Stock, or pursuant to the anti-dilution
adjustments provisions of the plan.
(2) Determined solely for the purpose of computing the registration fee
pursuant to Rule 457, based upon the closing price of the registrant's
Common Stock on August 14, 1996.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Item 3. Incorporation of Certain Documents by Reference.
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The registrant hereby incorporates by reference in this registration
statement the Form S-8 (file no. 33-88892) filed on January 27, 1995.
The following documents are incorporated by reference in the
registration statement:
(a) The registrant's latest annual report on Form 10-K or, if
the financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part,
filed pursuant to rule 424(b) or (c) of the Securities Exchange Commission
under the Securities Act of 1933.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the 1934 Act since the end of the fiscal year covered by the annual
report on Form 10-K or the prospectus referred to in (a) above;
(c) The description of the registrant's Common Stock and which
is contained in the registrant's registration statements filed under
section 12 of the Securities Exchange Act of 1934, including any amendment
or reports filed for the purpose of updating such descriptions.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to the registration statement
which indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares then remaining unsold, shall be deemed to
be incorporated by reference in the registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
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Item 6. Indemnification of Directors and Officers.
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The California Corporations Code authorizes indemnification of
directors, officers and employees of California corporations and authorizes the
Board of Directors to have the registrant provide the cost of defense,
settlement or payment of any judgment against any such person under certain
circumstances. The registrant's bylaws provide for similar indemnification of
its directors, officers, employees and agents. The registrant currently
maintains policies of insurance under which the directors and officers of
registrant are insured, within the limits and subject to the limitations of the
policies, against certain expenses in connection with the defense of actions,
suits or proceedings, and certain liabilities which might be imposed as a result
of such actions, suits or proceedings, to which they are parties by reason of
being or having been such directors or officers.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
ITEM 9. Undertakings.
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In connection with this Registration Statement on Form S-8, the
registrant hereby makes the following undertakings:
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i)and
(a)(1)(ii) do not apply if the registration statement is on Form S-3
or Form S-8, and the information required to be
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included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6, 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 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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
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1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of 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 Los Angeles, State of California, on the 14th
day of August, 1996.
CALPROP CORPORATION
By /s/ Victor Zaccaglin
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Victor Zaccaglin,
Chairman of the Board
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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ John L. Curci
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John L. Curci Director August 14, 1996
/s/ Angelo Leparulo
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Angelo Leparulo Director August 14, 1996
/s/ William E. McKenna
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William E. McKenna Director August 14, 1996
/s/ Ronald S. Petch
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Ronald S. Petch Director August 14, 1996
/s/ Victor Zaccaglin Chairman of the Board
- ------------------------ and Director
Victor Zaccaglin (Principal Executive Officer) August 14, 1996
/s/ Mark F. Spiro Vice President-Finance
- ------------------------ and Treasurer
Mark F. Spiro (Principal Financial and
Accounting Officer) August 14, 1996
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Index of Exhibits
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Begins
at
Page
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5. Opinion of Parker, Milliken, Clark, O'Hara & Samuelian
23.1 Consent of Deloitte & Touche.
23.2 Consent of Parker, Milliken, Clark, O'Hara & Samuelian is
contained in their opinion filed as Exhibit 5 to this
registration statement
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EXHIBIT 5
[LETTERHEAD OF PARKER, MILLIKEN, CLARK, O'HARA & SAMUELIAN]
August 13, 1996
Calprop Corporation
5456 McConne11 Avenue, #245
Los Angeles, California 90066
Gentlemen:
This opinion is rendered to you in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of an additional
1,000,000 shares of the Company's no par value Common Stock authorized for
issuance upon the exercise of options granted under the Company's 1993 Stock
Option Plan, as amended (the "Plan").
In rendering this opinion, we have examined and relied upon, among
other things, originals or copies, identified to our satisfaction as being true
copies, of the following: Articles of Incorporation of the Company, as amended
to date; Bylaws of the Company, as amended to date; and corporate records and
other instruments and documents as were deemed necessary or appropriate for
purposes of this opinion. As to questions of fact material to this opinion, we
have, when the relevant facts were not independently established by us, relied
upon the documents we have examined or upon certificates of officers of the
Company. In our examination of the documents referred to above, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity with the originals of all documents
submitted to us as copies.
We have investigated such questions of law for the purpose of
rendering this opinion as we have deemed necessary. We are attorneys duly
admitted and qualified to practice in the State of California and we express no
opinion as to the laws of any other jurisdiction except United States federal
law.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the additional 1,000,000 shares of the Company's Common Stock
reserved for issuance under the Plan, as amended, have been duly and validly
authorized and reserved for issuance upon the exercise of options granted under
the Plan and the shares, upon issuance pursuant to the provisions of the Plan,
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[LETTERHEAD OF PARKER, MILLIKEN, CLARK, O'HARA & SAMUELIAN]
Calprop Corporation
August 13, 1996
Page 2
including receipt of the required consideration, will be validly issued, fully
paid and nonassessable.
We hereby consent to the use of our name and inclusion of this opinion
as an Exhibit to the attached Form S-8 Registration Statement.
This opinion is intended solely for the use of the Company and the
Securities and Exchange Commission in connection with the Company's registration
under the Act, pursuant to a Registration Statement on Form S-8, of the
additional 1,000,000 shares of Common Stock reserved for issuance under the
Plan, and may not be relied upon by any other party or for any other purpose.
Very truly yours,
/s/ PARKER, MILLIKEN, CLARK,
O'HARA & SAMUELIAN, P.C.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Calprop Corporation on
Form S-8 of our report dated March 8, 1996, appearing in the Annual Report on
Form 10-K of Calprop Corporation for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
Los Angeles, California
August 21, 1996
