<PAGE>
As filed with the Securities and Exchange Commission on December 15, 1998
Registration Statement No. 333-___________
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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
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(Address of principal executive offices) (Zip Code)
FPA Corporation 1995 Stock Option Plan for Non-Employee Directors
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(Full title of the plan)
Joseph A. Santangelo, Secretary
One Greenwood Square
3333 Street Road
Bensalem, PA 19020
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (215) 245-7500
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Copy to:
Mark Migliaccio
Drinker Biddle & Reath LLP
1345 Chestnut Street
Philadelphia, PA 19107
<PAGE>
<TABLE>
<CAPTION>
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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 per share (1) offering price (1) fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 25,000 $1.19 $29,750 $8.27
par value $.01
per share
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E (Registration of Additional
Securities) to Form S-8, Orleans Homebuilders, Inc. (the "Company" or the
"Registrant") hereby incorporates by reference the contents of its Registration
Statement on Form S-8 (Registration No. 333-59917), relating to the FPA
Corporation 1995 Stock Option Plan for Non-Employee Directors, except for the
items set forth below:
Item 8. Exhibits.
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Exhibit 4 FPA Corporation 1995 Stock Option Plan for Non-Employee
Directors (as amended effective December 11, 1998)
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>
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
December 11, 1998.
ORLEANS HOMEBUILDERS, INC.
By: /s/ Jeffrey P. Orleans
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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 December 11, 1998
- ----------------------- Executive Officer
Jeffrey P. Orleans
/s/ Benjamin D. Goldman Vice Chairman of the Board December 11, 1998
- ------------------------
Benjamin D. Goldman
/s/ Michael Vesey President and Chief Operating Officer December 11, 1998
- ------------------
Michael Vesey
/s/ Sylvan M. Cohen Director December 11, 1998
- --------------------
Sylvan M. Cohen
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Robert N. Goodman Director December 11, 1998
- ----------------------
Robert N. Goodman
/s/ Andrew N. Heine Director December 11, 1998
- --------------------
Andrew N. Heine
/s/ Joseph A. Santangelo Chief Financial Officer, Treasurer December 11, 1998
- ------------------------- 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 (as
amended effective December 11, 1998)
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
(as amended effective December 11, 1998)
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
receive grants under any other stock option plan of the Company in effect 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 Twenty Five Thousand (125,000) 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
<PAGE>
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.
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.
(i) Initial Grant. 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
(ii) Subsequent Grant. The Committee shall grant to each Eligible
Director (herein sometime referred to as "holder" or "Grantee") an
option to purchase 10,000 shares (as adjusted pursuant to Section
8) effective as of April 20, 1998.
(b) 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.
(c) Exercisability and Term of Options. Each option granted under the
Plan or an Amendment to the plan shall not be exercisable with respect
to any shares until the
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<PAGE>
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 four
(4) equal installments, as follows: (i) a total of twenty-five percent
(25%) of the number of shares on the Approval Date, and (ii) a total of
twenty-five percent (25%) of the number of 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 or any Amendment to 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 and any Amendment to the Plan shall become null and void if
the Plan or any Amendment requiring stockholder approval is not
approved by the stockholders of the Company within twelve months of
approval of the Plan or such Amendment by the Board of Directors of the
Company.
(d) 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 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.
(e) 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.
(f) 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 Board, 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),
-3-
<PAGE>
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 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 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
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<PAGE>
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.
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.
-5-
<PAGE>
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.
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<PAGE>
Exhibit 5
---------
DRINKER BIDDLE & REATH LLP
1345 Chestnut Street
Philadelphia, PA 19107
Phone (215) 988-2700
December 11, 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 25,000 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, as amended effective December 11, 1998 (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 such Shares, upon exercise of such options and payment
therefor in accordance with the terms of the Plan and the applicable Option
Agreement, 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
<PAGE>
of persons whose consent is required under said Section 7 or the rules and
regulations of the Securities and Exchange Commission.
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 14, 1998, 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, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
December 11, 1998
