As filed with the Securities and Exchange Commission on December 13, 1999
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13160 MINDANAO WAY, STE. 180
MARINA DEL REY, CALIFORNIA 90292
(Address of Principal Executive Offices including Zip Code)
CALPROP CORPORATION
1993 STOCK OPTION PLAN
(Full title of the plan)
VICTOR ZACCAGLIN
CALPROP CORPORATION
13160 MINDANAO WAY, STE. 180
MARINA DEL REY, CALIFORNIA 90292
(310) 306-4314
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
Peter V. Leparulo, Esq.
Orrick, Herrington & Sutcliffe LLP
777 South Figueroa Street, Suite 3200
Los Angeles, California 90017
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CALCULATION OF REGISTRATION FEE
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
---------- -------------- --------- --------- ------------
Common Stock, 500,000 shs. $1.625 $812,500.00 $214.50
No Par Value
- ----------
(1) This registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options for Common Stock, or pursuant to the
anti-dilution adjustments provisions of the plan.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act") and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The Registrant hereby incorporates by reference in this Registration
Statement the registration statement on Form S-8 (file no. 33-88892) filed with
the Securities and Exchange Commission (the "Commission") on January 27, 1995
and the registration on Form S-8 (file no. 333-15061) filed with the Commission
on October 30, 1996.
The following documents, filed with the Commission, are hereby
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 (file no. 001-06844);
(b) The Registrant's Current Reports on Form 8-K dated April 1, 1999,
May 10, 1999, September 9, 1999 and November 17, 1999 and the
Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999 (file no.
001-06844); and
(c) The description of the Registrant's Common Stock which is contained
in the Registrant's registration statement filed under Section 12 of
the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment 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 this 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.
1
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The California Corporations Code authorizes indemnification of directors,
officers and employees of California corporations and authorizes the Company's
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 its directors and officers 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 Registrant Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
5 Opinion of Orrick, Herrington & Sutcliffe LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is
contained in its opinion filed as Exhibit 5 to this
Registration Statement
24 Power of Attorney (included on page 6)
Item 9. Undertakings.
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;
2
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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
Securities 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
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 13th
day of December, 1999.
CALPROP CORPORATION
By /s/ Mark F. Spiro
----------------------------------
Mark F. Spiro,
Vice President/Secretary/Treasurer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below each severally constitutes and appoints Mark F. Spiro and Victor
Zaccaglin, and each of them, as true and lawful attorneys-in-fact and agents,
with full powers of substitution and resubstitution, for them in their name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective 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, and each of them, 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 to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all which said
attorneys-in-fact and agents, or any of them, or their substitute or
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/ John L. Curci Director December 13, 1999
- --------------------------
John L. Curci
/s/ Ronald S. Petch Director December 13, 1999
- --------------------------
Ronald S. Petch
/s/ Victor Zaccaglin Chairman of the Board, December 13, 1999
- -------------------------- Chief Executive Officer
Victor Zaccaglin and Director
/s/ Mark F. Spiro Chief Financial Officer December 13, 1999
- -------------------------- and Director
Mark F. Spiro
4
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/s/ E. James Murar Director December 13, 1999
- --------------------------
E. James Murar
/s/ Mark T. Duvall Director December 13, 1999
- --------------------------
Mark T. Duvall
INDEX TO EXHIBITS
Exhibit No. Name
----------- ----
5 Opinion of Orrick, Herrington & Sutcliffe LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is
contained in its opinion filed as Exhibit 5 to this
Registration Statement
24 Power of Attorney (included on page 6 of this
Registration Statement)
5
EXHIBIT 5
[LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP]
December 13, 1999
Calprop Corporation
13160 Mindanao Way, Ste. 180
Marina Del Rey, California 90292
Re: Registration Statement on Form S-8 -- Calprop Corporation
1993 Stock Option Plan
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 500,000
shares (the "Shares") of Common Stock, no par value (the "Common Stock") of
Calprop Corporation, a California corporation (the "Company") authorized for
issuance upon the exercise of options granted under the Company's 1993 Stock
Option Plan, as amended (the "Plan").
We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, we are of the opinion that the Shares of Common
Stock issuable by the Company pursuant to the Plan are duly authorized shares of
Common Stock, and, when issued in accordance with the provisions of the Plan,
will be validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the above
referenced Registration Statement on Form S-8. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this opinion, as an exhibit or otherwise.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
dated December 13, 1999 of Calprop Corporation on Form S-8 of our report dated
March 25, 1999, appearing in the Annual Report on Form 10-K of Calprop
Corporation for the year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
December 8, 1999
