<PAGE>
As filed with the Securities and Exchange Commission on July 24, 1998
Registration Statement No. 333-___________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORLEANS HOMEBUILDERS, INC.
(formerly named FPA Corporation)
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 59-0874323
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Greenwood Square
3333 Street Road
Bensalem, PA 19020
------------------
(Address of principal executive offices) (Zip Code)
FPA Corporation 1995 Stock Option Plan for Non-Employee Directors
-----------------------------------------------------------------
(Full title of the plan)
Joseph A. Santangelo, Secretary
One Greenwood Square
3333 Street Road
Bensalem, PA 19020
------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (215) 245-7500
--------------
Copy to:
Mark Migliaccio
Drinker Biddle & Reath LLP
1345 Chestnut Street
Philadelphia, PA 19107
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
Title of Amount of Proposed maximum Proposed Amount of
securities to shares to be offering price maximum aggregate registration
be registered registered(1) per share (2) offering price (2) fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 75,000 $1.19 $89,250
par value $.01
per share
25,000 2.125 53,125
TOTAL 100,000 $142,375 $42.00
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement also registers
such indeterminate number of additional shares as may become issuable
under the Plan in connection with share splits, share dividends or
similar transactions.
(2) Calculated pursuant to Rule 457(h). As to shares subject to
outstanding but unexercised options, the price and fee are computed
based upon the price at which such options may be exercised. As to
the remaining shares, the price and fee are computed based upon
$2.125, the average of the high and low prices for the common stock
as reported on the American Stock Exchange, Inc. on July 22, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
On July 13, 1998, Orleans Homebuilders, Inc. (the "Company"
or the "Registrant") filed with the Secretary of State of the State of
Delaware an amendment (the "Amendment") to its Certificate of Incorporation
changing its name from "FPA Corporation" to "Orleans Homebuilders, Inc." The
Amendment was filed in accordance with the applicable provisions of the
Delaware General Corporation Law and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The following documents, which have been filed
with the Securities and Exchange Commission (the "Commission"), are
incorporated by reference into this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year
ended June 30, 1997 (filed September 26, 1997), as amended by Form
10-K/A (filed May 28, 1998);
(b) the Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1997 (filed November 14, 1997), December
31, 1997 (filed February 17, 1998) and March 31, 1998 (filed May 15,
1998);
(c) the Company's Current Reports on Form 8-K dated May 18,
1998 (filed May 27, 1998) and July 13, 1998 (filed July 14, 1998);
(d) the description of the common stock, par value $0.10 per
share, of the Company (the "Common Stock") contained in the Company's
Registration Statement filed with the Commission under the Exchange
Act, including any amendments or reports filed for the purpose of
updating such description; and
(e) all other reports filed pursuant to Sections 13(a) or
(15)(d) of the Exchange Act since June 30, 1997.
All reports and other documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered pursuant to this Registration Statement
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable because the Common Stock, which is the class
of securities offered pursuant to this Registration Statement, is registered
under the Exchange Act.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Sylvan M. Cohen, a member of the Board of Directors of the
Company, is of counsel to Drinker Biddle & Reath LLP. Drinker Biddle & Reath
LLP is counsel to the Company and assisted the Company in the preparation of
this Registration Statement.
Item 6. Indemnification of Directors and Officers
The Company is incorporated in Delaware and, therefore, is
subject to the Delaware General Corporation Law (the "Delaware Law"). The
Delaware Law provides a detailed statutory framework covering indemnification
of Directors and officers who have been or are threatened to be made
defendants in legal proceedings by reason of their service as Directors or
officers of the Company. Section 145 of the Delaware Law provides that a
director or officer of a Delaware corporation (i) shall be indemnified by the
corporation for all expenses of such litigation when he is successful on the
merits, (ii) may be indemnified by the corporation for the expenses,
judgments, fines and amounts paid in settlement of third party proceedings,
even if he is not successful on the merits, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation (and, in the case of a criminal proceeding, had no
reasonable cause to believe his conduct was unlawful), and (iii) may be
indemnified by the corporation for expenses alone in a derivative suit (a suit
by a stockholder alleging a breach by a director or officer of a duty owed to
the corporation), even if he is not successful on the merits, but only if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation. No indemnification is
provided under (iii) above if the director or officer is adjudged to be liable
to the corporation unless a court determines that, despite such adjudication
but in view of all of the circumstances, he is entitled to indemnification.
Unless ordered by a court, the indemnification described in clauses (ii) and
(iii) above shall be made only upon a determination by (a) a majority of
disinterested directors, even though less than a quorum, (b) if there are no
disinterested directors, or if such directors so direct, independent legal
counsel in a written opinion, or (c) the stockholders, that indemnification is
proper because the applicable standard of conduct has been met. The
corporation may advance the expenses described in clauses (ii) and (iii) to a
director or officer upon receipt of an undertaking by such director or officer
to repay such expenses if it is ultimately determined that he is not entitled
to be indemnified for them. Article V of the By-Laws of the Company provides
that the Company shall indemnify officers and Directors of the Company (and
other specified employees and agents of the Company) as to clauses (ii) and
(iii) above.
The Company has purchased directors' and officers' liability
insurance with Great American Insurance Company. The policy has an aggregate
limit of $5,000,000, including payments by the insurer of judgments,
settlements and costs of litigation and attorneys' fees. There are substantial
exclusions and deductibles in the policy.
The Company's Certificate of Incorporation limits a
director's personal liability for monetary damages for breach of his fiduciary
duty of care as authorized by Delaware Law. However, the Certificate of
Incorporation is clear that no such provision shall eliminate or limit the
<PAGE>
liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase which was illegal under
Delaware Law or obtaining an improper personal benefit. The provisions of the
Certificate of Incorporation incorporate, to the extent permitted by the
Delaware Law, future amendments to the Delaware Law which further limit the
liability of a director.
The Company has entered into an indemnity agreement (each an
"Indemnity Agreement") with each director that attempts to provide protection
to the directors to the extent allowable under the Delaware Law. The Indemnity
Agreement relies upon the section of the Delaware Law that recognizes the
validity of additional indemnity rights granted by agreement. The Agreement
expands or clarifies the statutory indemnity and the current By-Laws of the
Company in the following respects: (i) indemnity is explicitly provided for
settlements in derivative actions, (ii) the Company is obligated to advance a
director's expenses of defending an action against him if the director
undertakes to repay such advances if he is ultimately found not to be entitled
to indemnification or if he is otherwise reimbursed for the expenses, (iii)
indemnification is mandatory unless a determination is made that the director
has not met the required standard as set forth in the Indemnity Agreement,
(iv) the director is permitted to petition a court to determine whether his
actions met the standard required and the burden is placed on the Company to
prove that the director's conduct did not meet the required standard, and (v)
partial indemnification is permitted in the event that the director is not
entitled to full indemnification.
Item 7. Exemption from Registration Claimed.
No restricted securities are being reoffered or resold
pursuant to this Registration Statement.
Item 8. Exhibits.
Exhibit 4 FPA Corporation 1995 Stock Option Plan for Non-Employee Directors
Exhibit 5 Opinion of Drinker Biddle & Reath LLP, counsel to the Registrant
Exhibit 23(a) Consent of PricewaterhouseCoopers LLP (Independent Accountants)
Exhibit 23(b) Consent of Drinker Biddle & Reath LLP (included in the opinion
filed as Exhibit 5 hereto)
Exhibit 24 Powers of Attorney (included on signature page)
<PAGE>
Item 9. Undertakings.
1. Undertakings Required by Regulation S-K Item 512(a)
The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, 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 this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
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 (1)(i) and (1)(ii) above do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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.
2. Undertakings Required by Regulation S-K Item 512(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 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement 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.
<PAGE>
3. Undertakings Required by Regulation S-K Item 512(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 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 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.
<PAGE>
SIGNATURES
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 Bensalem, Commonwealth of
Pennsylvania, on July 24, 1998.
ORLEANS HOMEBUILDERS, INC.
By: /s/ Jeffrey P. Orleans
--------------------------
Jeffrey P. Orleans
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below, does hereby constitute and appoint JEFFREY P.
ORLEANS, SYLVAN M. COHEN and JOSEPH A. SANTANGELO, and each of them, his or
her true and lawful attorneys-in-fact and agents, with full power of
substitutions, resubstitution and revocation, for him or her and in his or her
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 full power and authority to do and
perform each and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
his 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jeffrey P. Orleans Chairman of the Board and Chief July 24, 1998
- ------------------------------- Executive Officer
Jeffrey P. Orleans
/s/ Benjamin D. Goldman Vice Chairman July 24, 1998
- ------------------------
Benjamin D. Goldman
/s/ Michael Vesey President and Chief Operating July 24, 1998
- ------------------------------ Officer
Michael Vesey
/s/ Sylvan M. Cohen Director July 24, 1998
- ----------------------------
Sylvan M. Cohen
<PAGE>
/s/ Robert N. Goodman Director July 24, 1998
- ----------------------------
Robert N. Goodman
/s/ Andrew N. Heine Director July 24, 1998
- ------------------------------
Andrew N. Heine
/s/ David Kaplan Director July 24, 1998
- ------------------------------
David Kaplan
/s/ Lewis Katz Director July 24, 1998
- ------------------------------
Lewis Katz
/s/ Joseph A. Santangelo Chief Financial Officer, July 24, 1998
- ----------------------------- Treasurer and Secretary
Joseph A. Santangelo
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
4 FPA Corporation 1995 Stock Option Plan for Non-Employee Directors
5 Opinion of Drinker Biddle & Reath LLP
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Drinker Biddle & Reath LLP (included in the opinion filed
as Exhibit 5 hereto)
24 Powers of Attorney (included on signature page)
<PAGE>
Exhibit 4
FPA CORPORATION
1995 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. Purpose. The purpose of this 1995 Stock Option Plan for
Non-Employee Directors (the "Plan") of FPA Corporation (the "Company") is to
increase the ownership interest in the Company of Non-Employee Directors whose
services are considered essential to the Company's continued progress and to
provide a further incentive to serve as a Director of the Company.
2. The Plan. The Plan shall consist of options to acquire Shares of
Common Stock, par value $. 10 per share, of the Company (the "Shares").
3. Administration. The Plan shall be administered by a Committee
consisting of Directors who are not eligible to participate in the Plan (the
"Committee"). Subject to the provisions of the Plan, the Committee shall be
authorized to interpret the Plan, to establish, amend and rescind any rules
and regulations relating to the Plan, and to make all other determinations
necessary or advisable for the administration of the Plan; provided, however,
that the Committee shall have no discretion with respect to the eligibility or
selection of Directors to receive options under the Plan, the number of Shares
subject to any such options or the Plan, for the purchase price thereunder,
and provided further that the Committee shall not have the authority to take
any action to make any determination that would materially increase the
benefits accruing to participants under the Plan. The determination of the
Committee in the administration of the Plan, as described herein, shall be
final and conclusive and binding upon all persons including, without
limitation, the Company, its stockholders and persons granted options under
the Plan. The Secretary of the Company shall be authorized to implement the
Plan in accordance with its terms and to take such actions of a ministerial
nature as shall be necessary to effectuate the intent and purposes thereof.
The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the
laws of the State of Delaware.
4. Participation in the Plan. Directors of the Company who are not
employees of the Company or any affiliate of the Company and are ineligible to
participate in any other stock option plan of the Company at the time of grant
of an option shall be eligible to participate in the Plan ("Eligible
Directors").
5. Shares Subject to the Plan. Subject to adjustment as provided in
Section 8, an aggregate of One Hundred Thousand (100,000) Shares shall be
available for issuance upon the exercise of options granted under the Plan.
The Shares deliverable upon the exercise of an option may be made available
from unissued Shares not reserved for any other purpose or Shares reacquired
by the Company, including Shares purchased in the open market or in private
transactions. If any option granted under the Plan shall expire or terminate
for any reason without having been exercised in full, the Shares subject to,
but not delivered under, such option may again become available for the grant
of other options under the Plan.
<PAGE>
6. Non-Statutory Stock Options. All options granted under the Plan
shall be non-statutory options not intended to qualify as incentive stock
options under section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").
7. Terms, Conditions and Form of Options. Each option granted under
this Plan shall be evidenced by a written agreement with the Company, in such
form as the Committee shall from time to time approve, which agreements shall
comply with and be subject to the following terms and conditions:
(a) Option Grant Dates. The Committee shall grant to each
Eligible Director (herein sometimes referred to as "holder" or
"Grantee") an option to purchase 25,000 Shares (as adjusted pursuant
to Section 8) as soon as practicable following adoption of the Plan
by the Board of Directors.
Purchase Price. The purchase price of Shares upon exercise
of an option shall be 100% of the fair market value of the Shares on
the effective date of grant of an option; which shall be: (i) if the
Shares are listed on a national securities exchange, the closing
price of the Shares on such date; provided, however, if on such date
the Shares were traded on more than one national securities exchange,
then the closing price on the exchange on which the greatest volume
of Shares were traded on such day; (ii) if the Shares are not listed
on a national securities exchange and are traded over-the-counter,
the last sale price of the Shares on such date as reported by NASDAQ
or, if not reported by NASDAQ, the average of the closing bid and
asked prices for the Shares on such date; and (iii) if the Shares are
neither listed on a national securities exchange nor traded in the
over-the-counter market, such value as the Committee shall in good
faith determine. If the Shares are listed on a national securities
exchange or are traded over-the-counter but are not traded on the
date of grant, then the price shall be determined by the Committee by
applying the principles contained in Proposed Treasury Regulation
section 1.422A-2(e) and Treasury Regulation section 20.2031-2 or
successor provisions thereto. The fair market value of the Shares
shall be determined by, and in accordance with, procedures to be
established by the Committee, whose determination shall be final.
Exercisability and Term of Options. Each option granted
under the Plan shall not be exercisable with respect to any shares
until the date of approval of the Plan by the stockholders of the
Company (the "Approval Date"). From and after the Approval Date,
shares subject to an option become eligible for purchase on a
cumulative basis in equal installments of 6,250 shares each, as
follows: (i) a total of 6,250 shares on the Approval Date, and (ii) a
total of 6,250 shares on each of the first, second and third
anniversaries of the effective date of grant of the option. Each
option granted under the Plan shall expire ten years from the date of
the grant, and shall be subject to earlier termination as hereinafter
provided. Grants of options under the Plan shall become null and void
if the Plan is not approved by the stockholders of the Company within
twelve (12) months of approval of the Plan by the Board of Directors
of the Company.
Termination of Service. In the event of the termination of
service on the Board by the holder of any option, other than by
reason of total and permanent disability or
<PAGE>
death as set forth in Paragraph (v) hereof, the then outstanding
options of such holder may be exercised only to the extent that they
were exercisable on the date of such termination and shall expire
three months after such termination, or on their stated expiration
date, whichever occurs first.
Disability or Death. In the event of termination of service
by reason of the total and permanent disability of the holder of any
option, the holder may exercise the options in full at any time
within one year after commencement of such disability, but in no
event after the expiration date of the term of the option. In the
event of the death of the holder of any option, each of the then
outstanding options of such holder will be exercisable in full by the
holder's legal representative at any time within a period of one year
after death, but in no event after the expiration date of the term of
the option. However, if the holder dies within one year following
termination of service on the Board by reason of total and permanent
disability, such option shall only be exercisable for one year after
the holder's death, or until the expiration date of the term of the
option, if earlier.
Payment for Shares. The purchase price for Shares upon
exercise of an option shall be paid in full in United States dollars
in cash or by check at the time of purchase; provided, however, that
at the discretion of the Committee, the purchase price may be paid
with (i) Shares of the Company already owned by, and in possession
of, the Grantee, or (ii) any combination of United States dollars or
Shares of the Company. Shares of the Company used to satisfy the
exercise price of an option shall be valued as of the date of
exercise at their fair market value determined in accordance with the
rules set forth in paragraph (b).
8. Adjustment upon Changes in Shares.
(a) In the event the Shares, as presently constituted, shall be
changed into or exchanged for a different number or kind or shares of stock or
other securities of the Company or of another corporation (whether by reason
of merger, consolidation, recapitalization, reclassification, split, reverse
split, combination of shares or otherwise), then there shall be substituted
for or added to each Share theretofore appropriated or thereafter subject or
which may become subject to an option under this Plan, the number and kind of
Shares or other securities into which each outstanding Share shall be so
changed, or for which each such Share shall be exchanged, or to which each
such Share shall be entitled, as the case may be. Outstanding options shall
also be appropriately amended as to price and other terms as may be necessary
to reflect the foregoing events. In the event there shall be any other change
in the number or kind of the outstanding Shares, or of any share or other
securities into which such Shares shall have been changed, or for which it
shall have been exchanged, then, if the Board shall, in its sole discretion,
determine that such change equitably requires an adjustment in any option
theretofore granted or which may be granted under the Plan, such adjustments
shall be made in accordance with such determination.
(b) Fractional Shares resulting from any adjustment in options
pursuant to this Section 8 may be settled in cash or otherwise as the Board
shall determine. Notice of any adjustment shall be given by the Company to
each holder of an option which shall have been so
<PAGE>
adjusted and such adjustment (whether or not such notice is given) shall be
effective and binding for all purposes of the Plan.
(c) Notwithstanding Section (a) above, the Board shall have the
power, in the event of the disposition of all or substantially all of the
assets of the Company, or the dissolution of the Company, or the merger or
consolidation of the Company with or into any other corporation, or the merger
or consolidation of any other corporation into the Company, or the making of a
tender offer to purchase all or a substantial portion of the Shares of the
Company, to amend all outstanding options (upon such conditions as it shall
deem appropriate) to (i) permit the exercise of all such options prior to the
effectiveness of any such transaction and to terminate such options as of such
effectiveness, or (ii) require the forfeiture of all options, provided the
Company pays to the Grantee the excess of the fair market value of the Shares
in which the Grantee's rights have not become vested at such date over the
purchase price, as provided for in Section 7(b) hereof, or (iii) make such
other provisions as the Board shall deem equitable.
9. Options Non-Assignable and Non-Transferable. Each option and all
rights thereunder shall be non-assignable and non-transferable other than by
will or the laws of descent and distribution and shall be exercisable during
the holder's lifetime only by the holder or the holder's guardian or legal
representative.
10. Limitations of Rights.
(a) No Right to Continue as a Director. Neither the Plan nor the
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or
implied, that the Director has a right to continue as a Director for any
period of time, or at any particular rate of compensation.
(b) No Stockholders' Rights for Optionee. An optionee, shall have no
rights as a stockholder with respect to the Shares covered by options granted
hereunder until the date of the issuance of a stock certificate therefor, and
no adjustment will be made for dividend distributions or other rights for
which the record date is prior to the date such certificate is issued.
11. Effective Date and Duration of Plan. The Plan shall become
effective as of the date of adoption thereof by the Board, subject to approval
by the stockholders of the Company. The period during which option grants
shall be made under the Plan shall terminate on December 31, 1999 (unless the
Plan is extended or terminated on an earlier date by stockholders) but such
termination shall not affect the terms of any then outstanding options.
12. Amendment, Suspension or Termination of the Plan. The Board of
Directors may suspend or terminate the Plan or revise or amend it in any
respect whatsoever; provided, however, that without approval of the
stockholders, no revision or amendment shall change the selection or
eligibility of Directors to receive options under the Plan, the number of
Shares subject to any such options or the Plan, the purchase price thereunder,
or materially increase the benefits accruing to participants under the Plan.
<PAGE>
13. Notice. Any written notice to the Company required by any of the
provisions of this Plan shall be addressed to the Secretary of the Company and
shall become effective when it is received.
14. Use of Proceeds. Proceeds from the sale of Shares pursuant to
options granted under the Plan shall constitute general funds of the Company.
15. Expenses of the Plan. All of the expenses of administering the
Plan shall be paid by the Company.
16. Compliance with Applicable Law. Notwithstanding anything herein
to the contrary, the Company shall not be obligated to cause to be issued or
delivered any certificates for Shares to be delivered pursuant to the exercise
of an option unless and until the Company is advised by its counsel that the
issuance and delivery of such certificates is in compliance with all
applicable laws, regulations or governmental authority and the requirements of
any exchange upon which Shares are traded. The Company shall in no event be
obligated to register any securities pursuant to the Securities Act of 1933
(as now in effect or as hereafter amended) or to take any other action in
order to cause the issuance and delivery of such certificates to comply with
any such law, regulations or requirement. The Committee may require, as a
condition of the issuance and delivery of such certificates and in order to
insure compliance with such laws, regulations and requirements, such
representations as the Committee, in its sole discretion, deems necessary or
desirable. Each option shall be subject to the further requirement that if at
any time the Board shall determine in its discretion that the listing or
qualification of the Shares subject to such option, under any securities
exchange or association requirements or under any applicable law, where the
consent or approval of any governmental regulatory body, is necessary as a
condition of, or in connection with, the granting of such option or the
issuance of Shares thereunder, such option may not be exercised in whole or in
part unless such listing, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Board.
17. Governing Law. Except to the extent preempted by federal law,
this Plan shall be construed and enforced in accordance with, and governed by,
the laws of the State of Delaware.
18. Tax Withholding. The Company shall be entitled to deduct from
other compensation payable to each holder any sums required by federal, state
or local tax law to be withheld with respect to the grant or exercise of an
option or the sale of Shares. Alternatively, the Company may require the
holder or other person exercising such option to pay such sums to the employer
corporation or to the Internal Revenue Service (the "IRS"). If the holder or
other person exercising the option elects to pay such sums directly, written
notice of that election shall be delivered prior to or concurrently with the
option exercise and, whether pursuant to such election or pursuant to a
requirement imposed by the Company, payment in cash or by check of such sums
for taxes, as the Company may determine, shall be delivered within ten (10)
days after the date of exercise. The Company shall not be obligated to issue
the shares until such payment has been received, unless withholding (or offset
against a cash payment) as of or prior to the date of such exercise is, in the
judgment of the Company, sufficient to cover all such sums due with respect to
such exercise. The Company is not under any obligation to advise a holder of
the existence of the tax or the amount which the employer corporation will be
so required to withhold.
<PAGE>
Exhibit 5
DRINKER BIDDLE & REATH LLP
1345 Chestnut Street
Philadelphia, PA 19107
Phone (215) 988-2700
July 24, 1998
Orleans Homebuilders, Inc.
One Greenwood Square
3333 Street Road
Bensalem, PA 19020
Gentlemen:
We have acted as counsel to Orleans Homebuilders, Inc.
(formerly named FPA Corporation) (the "Company") in connection with the
preparation and filing with the Securities and Exchange Commission of the
Company's Registration Statement on Form S-8 under the Securities Act of 1933
(the "Registration Statement) relating to 100,000 shares of Common Stock of
the Company, par value $.10 per share (the "Shares"), issuable upon the
exercise of options granted under the Company's 1995 Stock Option Plan for
Non-Employee Directors (the "Plan").
In this connection, we have reviewed originals or copies,
certified or otherwise identified to our satisfaction, of the Company's
Certificate of Incorporation, its By-Laws, resolutions of its Board of
Directors (including committees thereof) and stockholders, the Plan, and such
other documents and corporate records as we have deemed appropriate in the
circumstances.
Based upon the foregoing and consideration of such questions
of law as we have deemed relevant, we are of the opinion that the issuance of
the Shares by the Company upon the exercise of stock options properly granted
under the Plan has been duly authorized by the necessary corporate action of
the Board of Directors and stockholders of the Company, and such Shares, upon
exercise of such options and payment therefor in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable by the Company.
The opinions expressed herein are limited to the federal
laws of the United States, the General Corporation Law of the State of
Delaware and the laws of the Commonwealth of Pennsylvania.
We consent to the use of this opinion as an exhibit to the
Registration Statement. This does not constitute a consent under Section 7 of
the Securities Act of 1933 since we have not certified any part of such
Registration Statement and do not otherwise come within the categories of
persons whose consent is required under said Section 7 or the rules and
regulations of the Securities and Exchange Commission.
<PAGE>
We advise that Sylvan M. Cohen, Esq., of counsel in our
firm, is a member of the Board of Directors of the Company.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
------------------------------
DRINKER BIDDLE & REATH LLP
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
-----------------------
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Orleans Homebuilders, Inc. (formerly named FPA Corporation)
relating to the FPA Corporation 1992 Incentive Stock Option Plan of our report
dated September 19, 1997, on our audits of the consolidated financial
statements of Orleans Homebuilders, Inc. (formerly named FPA Corporation)
included in the Annual Report on Form 10-K of Orleans Homebuilders, Inc.
(formerly named FPA Corporation) for the year ended June 30, 1997.
/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
July 24, 1998
