<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 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(1) per share (2) offering price (2) fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 $1.50 $300,000
par value $.01
per share
50,000 2.125 106,250
TOTAL 250,000 $406,250 $119.85
- -------------------------------------------------------------------------------------------------------
</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
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"). Pursuant to General Instruction E (Registration
of Additional Securities) to Form S-8, the Registrant hereby incorporates by
reference the contents of its Registration Statement on Form S-8 (Registration
No. 33-87694), relating to the FPA Corporation 1992 Incentive Stock Option
Plan, except for the Items set forth below.
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 8. Exhibits.
--------
Exhibit 4 FPA Corporation 1992 Incentive Stock Option Plan (as
amended as of December 4, 1996)
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 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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/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, Treasurer July 24, 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 as of
December 4, 1996)
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 as of December 4, 1996)
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;
(ii) to determine the dates of grant of Options;
(iii) to prescribe the form of the instruments evidencing any
Options granted under the Plan;
<PAGE>
(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.
5. Shares Subject to the Plan. The aggregate number of Shares which
may be subject to Options granted under the Plan shall be Nine Hundred and Ten
Thousand (910,000) 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.
<PAGE>
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 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
<PAGE>
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.
(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
<PAGE>
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 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 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
<PAGE>
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 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
<PAGE>
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 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
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 250,000 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 as of December 4, 1996 (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)
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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
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PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
July 24, 1998
