<PAGE>
As filed with the Securities and Exchange Commission on December 15, 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 1992 Incentive Stock Option Plan
---------------------------------------------------
(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 per share (1) offering price (1) fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 102,500 $1.19 $121,975 $ 33.91
par value $.01
per share
197,500 2.0625 407,343.75 113.24
TOTAL 300,000 $529,318.75 $147.15
- ------------------------------------------------------------------------------------------------------------------
</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. As to the remaining
shares, the price and fee are computed based upon $ 2.0625, the average
of the high and low prices for the common stock as reported on the
American Stock Exchange, Inc. on December 11, 1998.
<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. 333-59925), relating to the FPA
Corporation 1992 Incentive Stock Option Plan, except for the Items set forth
below.
Item 8. Exhibits.
Exhibit 4 FPA Corporation 1992 Incentive Stock Option Plan (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
------------------------
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>
Signature Title Date
--------- ----- ----
<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 1992 Incentive Stock Option Plan (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
1992 INCENTIVE STOCK OPTION PLAN
(as amended effective December 11, 1998)
1. Purpose. The purpose of the 1992 Incentive Stock Option Plan
(the "Plan") is to provide an incentive to selected officers
and key employees of FPA Corporation and its subsidiaries (the
"Company") to acquire a proprietary interest in the Company,
to continue as officers and employees and to increase their
efforts on behalf of the Company.
2. The Plan. The Plan shall consist of options to acquire shares
of Common Stock, par value $0.10 per share, of the Company
(the "Shares"), intended to qualify as incentive stock options
("Options") within the meaning of section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
3. Administration.
(a) The Plan shall be administered by a Committee (the
"Committee") of the Board of Directors of the Company
(the "Board"). The Committee shall consist of three
(3) or more members of the Board who are not eligible
to participate in the Plan while serving on the
Committee and shall not have been, at any time within
one (1) year prior to appointment to the Committee,
eligible for selection as a person to whom an option
under the Plan may be granted pursuant to the Plan or
any other Plan of the Company and shall be a
"disinterested person" within the meaning of Rule
16b-3 promulgated under the Securities Exchange Act
of 1934 or any successor rule or regulation.
(b) The Committee may exercise such power and authority
as may be necessary for the Committee to carry out
its functions as described in the Plan. It shall have
plenary authority in its discretion, subject only to
the express provisions of the Plan and of Code
Section 422:
(i) to determine which of the eligible persons
shall be granted options ("Grantees") and the
number and terms of the Options to be granted
to each. In making any determination, the
Committee shall consider the position and
responsibilities of the proposed Grantee
being considered, the nature and value to the
Company of his or her services and
accomplishments, his or her present and
potential contribution to the success of the
Company and such other factors as the
Committee may deem relevant;
<PAGE>
(ii) to determine the dates of grant of Options;
(iii) to prescribe the form of the instruments
evidencing any Options granted under the
Plan;
(iv) to interpret the Plan and determine the terms
and provisions of the evidencing the Options
and to make all other determinations
necessary for Plan administration;
(v) to adopt, amend and rescind rules and
regulations for the administration of the
Plan and for its own acts and proceedings;
(vi) to decide all questions and settle all
controversies and disputes of general
applicability which may arise in connection
with the Plan; and
(vii) to amend the terms of the Plan as provided in
Section 9.
All decisions, determinations and interpretations with respect to the
foregoing matters shall be made by the Committee and shall be final and binding
upon all persons. Acts of a majority of the members of the Committee present at
any meeting at which a quorum is present or acts approved in writing by all of
the members of the Committee shall be deemed to be acts of the Committee.
No member of the Board or the Committee shall be liable for any action
or determination made in good faith by the Board or the Committee with respect
to the Plan or any grant of an Option under it.
4. Effectiveness and Termination of Plan. This Plan
shall become effective as of the date of adoption
thereof by the Board, subject to approval of this
Plan by the stockholders of the Company. Any Option
outstanding under this Plan at the time of
termination of the Plan shall remain in effect in
accordance with its terms and conditions and those of
the Plan. This Plan shall terminate on the earliest
of:
(a) the tenth anniversary of the effective date
as determined under this Section 4; or
(b) the date when all Shares reserved for
issuance under the Plan shall have been
acquired through exercise of Options granted
under the Plan; or
(c) such earlier date as the Board may determine.
<PAGE>
5. Shares Subject to the Plan. The aggregate number of
Shares which may be subject to Options granted under
the Plan shall be One Million Two Hundred Ten
Thousand (1,210,000) or the number and kinds of
Shares or other securities which shall be substituted
for the Shares or to which such Shares shall be
changed as provided in Section 8. The Shares
deliverable upon the exercise of an option under the
Plan may be made available from unissued Shares not
reserved for any other purpose or Shares reacquired
by the Company. Prior to termination of the Plan
under Section 4 hereof, all or any Shares subjected
under this Plan to an Option which, for any reason,
terminates unexercised as to such Shares, may again
be subjected to an Option under the Plan.
6. Option Agreement. Each Grantee shall enter into a
written agreement with the Company, which shall
contain such provisions, consistent with the Plan, as
may be established at any time or from time to time
by the Committee. No Grantee shall have the right in
any Option unless, and until, a written option
agreement is entered into with the Company.
7. Grant, Terms and Conditions of Incentive Stock
Options. Options may be granted by the Committee at
any time and from time to time prior to the
termination of the Plan. Except as hereinafter
provided, Options granted pursuant to the 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 and be subject
to the following terms and conditions:
(a) Grantees. The Grantees shall be such officers
or key employees of the Company as determined
by the Committee. No person shall be eligible
for the grant of an Option who owns, or would
own immediately before the grant of such
Option, directly or indirectly, Shares
possessing more than ten percent (10%) of the
total combined voting power of all classes of
Shares of the Company, as defined in Code
section 422 ("10% Shareholder"). The
immediately preceding sentence of this
Section 7(a) shall not apply if, at the time
such Option is granted, the Option price is
at least one hundred ten percent (110%) of
fair market value and the Option is not, by
its terms, exercisable after the expiration
of five (5) years from the date of grant.
(b) Purchase Price. The purchase price of Shares
upon exercise of an Option shall be no less
than the fair market value of the Shares,
without regard to any restriction, on the
date of grant of an Option; provided,
however, if an Option is granted to a 10%
Shareholder, the purchase price shall be no
less than 110% of the fair market value of
the Shares, without regard to any
restriction, on the date of grant of an
Option to such individual. The fair market
value of the Shares on the date of grant
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
<PAGE>
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 Share shall be determined by,
and in accordance with, procedures to be
established by the Committee, whose
determination shall be final.
(c) 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 Section 7(b) hereof. The purchase
price shall not be subject to adjustment,
except as provided in Section 8 hereof.
(d) Limitation. Notwithstanding any provision
contained herein to the contrary, the
aggregate fair market value (determined at
the time an Option is granted) of Shares for
which Options are exercisable for the first
time under the terms of the Plan by a Grantee
during any calendar year (under all plans of
the Company defined in Code section 425) is
limited to $100,000; provided, however,
should a Grantee have unexercised Options
which are exercisable (without the
application of such limitation) when he or
she terminates employment, any Option
exercised in excess of such limitation shall
be treated as a Nonqualified Option. The
value of Shares for which Options may be
granted to a Grantee in a year may, however,
exceed $100,000.
<PAGE>
(e) Duration and Exercise of Options. Options may
be exercisable for terms of up to but not
exceeding ten years from the date the
particular Option is granted; provided,
however, the Options granted to a 10%
Shareholder may be exercisable for a term of
up to but not exceeding five years from the
date the particular Option is granted.
Subject to the foregoing, Options shall be
exercisable at such time and in such amounts
(up to the full amount thereof) as may be
determined separately in each instance by the
Committee at the time of the grant. If an
Option granted under the Plan is exercisable
in installments, the Committee shall
determine what events, if any, will make it
subject to acceleration. During his or her
lifetime, only the Grantee may exercise an
Option.
(f) Termination of Employment. Upon the
termination of Grantee's employment, his or
her rights to exercise an Option held by such
Grantee shall be only as follows:
(i) Retirement or Disability. If the
Grantee's employment is terminated
because he or she has attained the
age which the Company may from time
to time establish as the retirement
age for any class of its employees
or, with the approval of the
Committee, because of Permanent
disability as defined in Code section
22(e)(3), he or she may, within three
months following such termination,
exercise the Option with respect to
all or any part of the Shares subject
thereto in which his or her right
to-purchase such Shares had accrued
or vested at the time of termination
of employment. However, if he or she
dies before the end of the
three-month period after the
termination of his or her employment,
his or her estate (as defined below
in Section 7(f)(ii) hereof) shall
have the right, subject to the
procedures set forth below, to
exercise such Option within one year
following such termination.
(ii) Death. If a Grantee's employment is
terminated by death, his or her
estate shall have the right for a
period of one year following the date
of such death to exercise the Option
to the extent that the right to
exercise had accrued or vested prior
to the date of his or her death. A
Grantee's "estate" shall mean his or
her legal representative upon his or
her death or any person who acquires
the right to exercise an Option by
reason of the Grantee's death. The
Committee may in its discretion
require the estate of a Grantee to
supply the Committee with written
notice of the Grantee's death and a
copy of the will or such other
evidences as the Committee deems
necessary to
<PAGE>
establish the validity of the
transfer of an Option. The Committee
may also require that the estate of a
Grantee agrees to be bound by all of
the terms and conditions of the Plan.
(iii) Cause. If the employment of a Grantee
is terminated for "Cause" (as defined
below), his or her right under any
then outstanding Option shall
terminate at the time of such
termination of employment. As used in
this subsection (iii) of this Section
7(f), in the case of any Grantee not
subject to a written employment
agreement, "Cause" shall mean any
willful or intentional act which is
intended to have the effect of
injuring the reputation, business or
business relationships of the
Company. In the case of a Grantee
subject to a written employment
agreement, "Cause" shall mean any
action giving the Company the right
to terminate such person's employment
agreement for Cause.
(iv) Other Reasons. In the case of a
Grantee whose employment is
terminated for any reason other than
those provided above under
"Retirement or Disability," "Death,"
or "Cause," the Grantee may, within
the three-month period following such
termination, exercise the Option to
the extent that the right to exercise
had accrued or vested prior to such
termination. However, if he or she
dies prior to the end of the
three-month period after termination
of his or her employment, his or her
estate (as defined above in Section
7(f)(ii) hereof) shall have the
right, subject to the procedures set
forth above, to exercise such Option
within one year following such
termination. Thereafter, all rights
of such Grantee in the Option and the
Shares issuable upon exercise of the
Option shall immediately cease.
(g) Non-Transferability of Option. No Options
shall be transferable unless transferred by
will or the laws of descent and distribution
and shall be exercisable during the
Grantee's lifetime only by the Grantee or
the Grantee's guardian or legal
representative.
(h) Modification, Extension and Renewal of
Options. Subject to the terms and conditions
and within the limitations of the Plan, the
Committee may modify, extend or renew
outstanding Options granted under the Plan,
including amending the terms of an Option at
any time to include provisions that have the
effect of changing the Option to a
Nonqualified Stock Option, or accept the
surrender of outstanding Options (to the
extent not theretofore exercised) and
authorize the granting of new Options in
substitution therefor (to the extent not
theretofore exercised). Notwithstanding the
foregoing, however, no modification of an
Option shall, without the consent of the
Grantee, impair any rights or alter any
obligations under any Option theretofore
granted under the Plan, nor shall any
modification be made which shall adversely
affect the status of an Option as an
incentive stock option under Code section
422.
(i) Other Terms and Conditions. Options may
contain such other provisions not
inconsistent with any of the foregoing terms
as the Committee shall deem appropriate.
<PAGE>
8. Adjustment for Changes in the 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 Committee or 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 8(a) hereof, 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
<PAGE>
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, or (iii) make such other
provisions as the Board shall deem equitable.
9. Amendment of the Plan. The Board may amend the Plan, may
correct any defect or supply any omissions or reconcile any
inconsistency in the Plan or in any Option in the manner and
to the extent it shall deem desirable to carry the Plan into
effect without action on the pail of the stockholders of the
Company; provided, however that, except as provided in Section
8 hereof and this Section 9, without prior approval by the
stockholders of the Company: (i) the total number of Shares
subject to the Plan shall not be increased; (ii) no Option
shall be exercisable more than ten years after the date it is
granted; (iii) the expiration date of the Plan shall not be
extended; (iv) the Board may not transfer the administration
of the Plan to any person who is not a "disinterested person"
as defined in Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended, and as amended from time to
time; and (v) no amendment shall be of any force and effect
which shall decrease the price at which Options may be
granted, permit the modification of any outstanding Option,
increase the number of Shares to be received on exercise of an
Option, or materially modify the requirements as to
eligibility for participation in the Plan.
10. Interpretation and Construction. The interpretation and
construction of any provision of the Plan by the Committee
shall be final, binding and conclusive for all purposes.
11. Application of Funds. The proceeds received by the Company
from the sale of Shares pursuant to this Plan will be used for
general Company purposes.
12. No Obligation to Exercise Option. The granting of an Option
shall impose no obligation upon the Grantee to exercise the
Option.
13. (a) Plan Not a Contract of Employment. The Plan is not a
contract of employment, and the terms of employment of any
Grantee shall not be affected in any way by the Plan or
related instruments except as specifically provided herein.
The establishment of the Plan shall not be construed as
conferring any legal rights upon any Grantee for a continuance
<PAGE>
of employment, nor shall it interfere with the right of the
Company to discharge any Grantee and to treat him or her
without regard to the effect which such treatment might have
upon him as a Grantee.
(b) No Stockholder Rights for Grantee. A Grantee 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.
(c) Expense of the Plan. All of the expenses of
administering the Plan shall be paid by the Company.
14. 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 ensure
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, or 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 issue 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.
15. 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.
16. 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
<PAGE>
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 such 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
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 300,000 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 1992 Incentive Stock Option Plan, 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 of
<PAGE>
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
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PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
December 11, 1998
