As filed with the Securities and Exchange Commission on February 26, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
M.D.C. HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-0622967
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3600 South Yosemite Street, Suite 900, Denver, Colorado 80237
(Address of Principal Executive Offices) (Zip Code)
M.D.C. HOLDINGS, INC. EMPLOYEE EQUITY INCENTIVE PLAN
AND
M.D.C. HOLDINGS, INC. DIRECTOR EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Larry A. Mizel, President
M.D.C. Holdings, Inc.
3600 South Yosemite Street, Suite 900
Denver, Colorado 80237
(Name and address of agent for service)
(303)773-1100
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Daniel S. Japha, Esq.
General Counsel - Corporate
M.D.C. Holdings, Inc.
3600 South Yosemite Street
Suite 900
Denver, Colorado 80237
-------------------------
The Exhibit Index may be found on Page 25 of the sequentially
numbered copy of this Registration Statement.
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share <F1> Price <F1> Fee
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------
Common Stock 2,904,000 $5.6875 $16,516,500 $5,161.41
$0.01 par value <F2> Shares
- -------------------------------------------------------------------------------
Common Stock
$.01 par value <F3> 40,289 $7.375 $ 297,131 $ 90.04
- -------------------------------------------------------------------------------
Total 2,944,289 XXX $16,813,631 $5,251.45<F1>
Shares
- ---------------------------------------------------------------------------
<F1> Fees with respect to 3,154,000 of the shares were previously computed
and paid on Registration Statement 33-54429 filed on Form S-8. The
$90.04 fee for 40,289 shares are computed and paid in accordance with
Rule 457, using a per share price of $7.375 with respect to those
40,289 shares. In accordance with Rule 429 this Registration Statement
combines the 3,154,000 unsold shares from Registration Statement
33-54429 with the present Registration Statement. 250,000 Non-Statutory
Stock Options registered under Registration Statement 33-54429 have
been cancelled.
<F2> Issuable upon exercise of Incentive Stock Options and Non-Statutory
Options pursuant to the Company's Employee Equity Incentive Plan (the
"Employee Plan")and Director Equity Incentive Plan.
<F3> Issued pursuant to the Employee Plan in connection with a special bonus
paid by the Registrant. All or any portion of the bonus may be paid in
shares of the Registrant's common stock.
</TABLE>
===============================================================================
<PAGE>
REOFFER PROSPECTUS
- ------------------
M.D.C. HOLDINGS, INC.
COMMON STOCK, $.01 PAR VALUE
1,526,780 Shares of Common Stock
Acquired Under the M.D.C. Holdings, Inc.
Employee Equity Incentive Plan and the
M.D.C. Holdings, Inc. Director Equity Incentive Plan
This Prospectus relates to the resale by certain employees, officers
and directors (the "Selling Stockholders") of M.D.C. Holdings, Inc., a Delaware
corporation (the "Company"), of shares of the Company's Common Stock, $.01 par
value (the "Shares"). The Shares have been or will be acquired pursuant to the
Company's Employee Equity Incentive Plan ("Employee Plan") and Director Equity
Incentive Plan ("Director Plan") including shares of restricted stock issued to
certain employees of the Company pursuant to the Employee Plan as all or a part
of a special bonus authorized by the Company's Compensation Committee. The
Company will not receive any proceeds from the sale of the Shares by the Selling
Stockholders.
The Common Stock of the Company is traded on the New York Stock
Exchange ("NYSE") and the Pacific Stock Exchange ("PSE") where prices are
reported under the symbol "MDC."
All expenses relating to the distribution of the shares are to be
borne by the Company, other than commissions, concessions and discounts of
underwriters, dealers or agents of the Selling Stockholders.
See "Risk Factors" for a description of certain risks involved in the
purchase of the Shares.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------
The Selling Stockholders may sell the Shares from time to time on terms
to be determined at the time of sale directly or through agents, dealers or
underwriters. The aggregate proceeds to the Selling Stockholders from the sale
of the Shares sold by them pursuant to this Prospectus will be the purchase
price of such Shares less any commissions. See "Plan of Distribution." Each of
the Selling Stockholders reserves the right to accept or to reject, in whole or
in part, any proposed purchase of its Shares.
The Selling Stockholders, and any underwriters, dealers or agents that
participate with the Selling Stockholders in the distribution of the Shares, may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act") , and any commissions
1
<PAGE>
received by them and any profit on the resale of the Shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act. See "Plan of Distribution" for indemnification arrangements between the
Company and the Selling Stockholders.
---------------
The date of this Prospectus is February 25, 1997
2
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 under the Securities Act,
with respect to the Shares offered hereby. For the purposes hereof, the term
"Registration Statement" means the original Registration Statement and any and
all amendments thereto. This Prospectus does not contain all of the information
set forth in the Registration Statement and the schedules and exhibits thereto,
to which reference hereby is made. Each statement made in this Prospectus
concerning a document filed as an exhibit to the Registration Statement is
qualified in its entirety by reference to such exhibit for a complete statement
of its provisions.
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Accordingly, the Company files reports, proxy statements and other information
with the Commission. These items can be inspected, without charge, at the public
reference facilities of the Commission at its principal office at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at its
regional office at 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661
and 7 World Trade Center, 13th Floor, New York, New York 10007. Any interested
party may obtain copies of these materials at prescribed rates from the Public
Reference Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. In addition, such
material can be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York and the Pacific Stock Exchange, 115 Sansome
Street, Suite 1104, San Francisco, California.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates by reference documents that are not
presented or delivered with this Prospectus. Copies of any these documents,
including exhibits to such documents, are available upon request, and without
charge, from M.D.C. Holdings, Inc., 3600 South Yosemite Street, Suite 900,
Denver, Colorado 80237, Attention: Daniel S. Japha, Esq. Secretary and General
Counsel-Corporate (telephone (303)773-1100).
The following documents, which have been filed by the Company with the
Commission, are incorporated by reference in this Prospectus. However, certain
portions of the documents are not deemed filed:
(i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(ii) Proxy Statement dated March 29, 1996 relating to the
1996 Annual Meeting of Stockholders.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Shares shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents, excluding those portions of such
documents not deemed filed. Any statement contained in a document incorporated
or
3
<PAGE>
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any subsequently filed document that also is or is
modified to be incorporated by reference herein, modifies or supersedes such
statement. Any such modified or superseded statement shall not be deemed to
constitute a part of this Prospectus, except as so modified or superseded.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing elsewhere, or
incorporated by reference, in this Prospectus. References herein to "MDC" or
the "Company," unless otherwise indicated, refer to M.D.C. Holdings, Inc. and
its subsidiaries.
THE COMPANY
MDC is a major regional homebuilder and is one of the ten largest
homebuilders in the United States. The Company operates in two segments:
homebuilding and financial services. In its homebuilding segment, MDC is engaged
in the construction and sale of residential housing in (i) metropolitan Denver
and Colorado Springs, Colorado; (ii) northern Virginia and suburban Maryland
(the "Mid-Atlantic"); (iii) Northern and Southern California; (iv) Phoenix and
Tucson, Arizona; and (v) Las Vegas, Nevada. The financial services segment
consists of HomeAmerican Mortgage Corporation (a wholly owned subsidiary of
M.D.C. Holdings, Inc., ("HomeAmerican") HomeAmerican provides mortgage loans
primarily to the Company's home buyers and, to a lesser extent, to others (the
mortgage lending operations) and until September 30, 1996, Financial Asset
Management LLC (an indirect 80% owned subsidiary of M.D.C. Holdings, Inc.,
"FAMC") FAMC managed, by contract, the operations of two publicly traded real
estate investment trusts ("REITs").
The Company is a Delaware corporation originally incorporated in Colorado
in 1972. The principal executive offices of the Company are located at 3600
South Yosemite Street, Suite 900, Denver, Colorado 80237, and its telephone
number is (303) 773-1100.
RISK FACTORS
See "Risk Factors" for a discussion of certain risks involved in the
purchase of the Shares.
THE OFFERING
Shares offered hereby .............. Up to 1,526,780 shares of the Company's
Common Stock, $.01 par value per share.
Trading ............................ The Common Stock of the Company is traded
on the NYSE and the PSE where prices
are reported under the symbol "MDC."
4
<PAGE>
Summary Consolidated Financial Information
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Revenues. . . . . . . . . . $ 922,595 $ 865,856 $ 817,245 $ 634,323 $ 480,177
Income (loss) before
extraordinary item . . . . 20,799 17,250 19,255 10,056 4,765
Income (loss) before
extraordinary item . . . . $1.09 $.86 $.94 $.45 $.22
</TABLE>
<TABLE>
<CAPTION>
December 31,
-----------------------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total assets........................ $ 617,303 $ 664,571 $ 653,366 $ 602,597 $ 614,527
Total debt.......................... 253,346 305,334 348,280 345,676 325,835
Stockholders' equity................ 213,847 205,033 192,295 175,854 164,182
</TABLE>
RISK FACTORS
Before making an investment in the Shares offered hereby, prospective
investors should consider carefully the following factors in addition to the
other information set forth in this Prospectus.
Leverage
The home building industry is capital intensive. The Company finances a
substantial portion of its land acquisition and residential construction
activities by its subsidiaries incurring secured and unsecured indebtedness. As
a result, the Company is highly leveraged. As of December 31, 1996, the
Company's total indebtedness was approximately $253 million and the Company's
debt-to-equity ratio was approximately 1.18. In addition, agreements governing
certain indebtedness permit the Company to incur significant additional
indebtedness. Although the Company expects to generate sufficient cash flow from
operations to meet its debt service obligations, there can be no assurance that
the Company will be able to do so. The ability of the Company to meet its
obligations will depend upon the future performance of the Company and will be
subject to financial, business and other factors affecting the business and
operations of the Company, including general economic conditions. See "The
Homebuilding Industry" and "Forward-Looking Statements" below.
5
<PAGE>
The Homebuilding Industry
The homebuilding industry is cyclical and affected significantly by
changes in economic conditions, the supply of homes, changes in governmental
regulation (including uncertainties involving the entitlement process in the
improvement of undeveloped land), increases in real estate taxes, energy costs
and costs of materials and labor, the availability and cost of suitable land,
environmental factors, weather and the availability of financing at rates and on
terms acceptable to homebuilders and home buyers.
In October 1993, home mortgage interest rates reached their lowest
levels in 25 years, dropping to an average of 6.7% on a 30-year, fixed-rate
mortgage. From October 1993 to December 1994, home mortgage interest rates
increased to a high of 9.25%. During this period of rising interest rates, the
Company experienced a general weakening in demand for new homes in most of its
markets, which adversely affected the Company's (i) home sales in the last three
quarters of 1994 and the first quarter of 1995; and (ii) Home Gross Margins
throughout most of 1995. From December 1994 through February 1996, home mortgage
interest rates generally declined to a low of 6.9% which, among other things,
led to improved home sales in the last three quarters of 1995 and the first four
months of 1996, compared with the same periods in 1994 and 1995. Since February
1996, home mortgage interest rates generally increased to a high of 8.4%,
although rates recently have declined to 7.6%. While current mortgage interest
rates are low compared with historical rates, increases in mortgage interest
rates, such as those occurring during the second and third quarters of 1996 when
rates generally were above 8.0%, have affected adversely and may continue to
affect adversely in the future, the Company's homebuilding and mortgage lending
operations.
The Company is unable to predict the extent to which recent or future
changes in home mortgage interest rates will affect the Company's operating
activities and results of operations. See "Forward-Looking Statements" below.
Regulatory and Environmental Factors
The Company is subject to continuing compliance with various federal,
state and local statutes, ordinances, rules and regulations, including, among
others, zoning and land use ordinances, building, plumbing and electrical codes,
contractors' licensing laws and health and safety regulations and laws
(including but not limited to, those of the Occupational Safety and Health
Administration). Various localities in which the Company operates have imposed
(or may in the future impose) fees on developers to fund, among other things,
schools, road improvements and low and moderate income housing.
From time to time, various municipalities in which the Company
operates, particularly in California and Nevada, restrict or place moratoriums
on the availability of water and sewer taps. Additionally, certain jurisdictions
in which the Company operates (particularly in California) have proposed or
enacted growth initiatives restricting the number of building permits available
in any given year. Although no assurance can be given as to future conditions or
future governmental action, in general, the Company believes that it has, or
under existing agreements and regulations
6
<PAGE>
ultimately can obtain, an adequate number of water and sewer taps and building
permits for its inventory of land and land held for development. The Company's
general policy is to acquire finished building sites and land for development
only in areas which have, or will have upon completion of development, the
availability of building permits, access to utilities and other municipal
service facilities necessary for anticipated development requirements.
Generally, the zoning of land is suitable for its intended use when acquired by
the Company.
The homebuilding operations of the Company also are affected by
environmental considerations pertaining to, among other things, availability of
water, municipal sewage treatment capacity, land use, hazardous waste disposal,
naturally occurring radioactive materials, building materials, population
density and preservation of the natural terrain and vegetation (collectively,
"Environmental Laws"). The particular Environmental Laws that apply to any given
homebuilding project vary greatly according to the site's location,
environmental conditions and present and former uses. These Environmental Laws
may result in delays, may cause the Company to incur substantial compliance and
other costs and may prohibit or severely restrict homebuilding activity in
certain environmentally-sensitive areas.
Competition
The real estate industry is fragmented and highly competitive. In each
of its markets, the Company competes with numerous home builders, subdivision
developers and land development companies (a number of which build nationwide).
Home builders not only compete for customers, but also for, among other things,
desirable financing, raw materials and skilled labor. In a number of its
markets, the Company competes with home builders that are substantially larger
and have greater financial resources than the Company. Competition for home
sales is based, among other factors, on price, style, financing provided to
prospective purchasers, location, quality, warranty service and general
reputation in the community.
The mortgage industry is fragmented and highly competitive. In each of
the areas in which it originates loans, HomeAmerican competes with numerous
banks, thrifts and mortgage bankers, many of which are larger and have greater
financial resources than HomeAmerican. Competition is based, among other
factors, on pricing, loan terms and underwriting criteria.
Sale of Financial Asset Management LLC
On September 30, 1996 the Company sold its interest in FAMC a
subsidiary of the Company that managed two real estate investment trusts. The
sales proceeds of $11,450,000 included $6,000,000 of cash and $5,450,000 of
subordinated convertible notes, which are payable at specified dates during the
next 10 years and are convertible, under certain circumstances, into as much as
a 47.6% ownership interest in FAMC. A gain of $5,450,000 attributable to the
convertible notes has been deferred and may be recognized, in whole or in part,
in future periods based upon a number of factors, including collection of the
notes' principal and the expiration of the conversion features.
7
<PAGE>
Due to the sale of FAMC and because the Company does not anticipate
making additional mortgage-related investments, future operating profit from the
Company's asset management operations will be immaterial. See "Forward-Looking
Statements" below.
Affiliated Transactions
The Company has entered into several transactions with affiliates,
including the Selling Stockholders, Larry A. Mizel, the Company's Chairman of
the Board of Directors, President and Chief Executive Officer and David D.
Mandarich, a Director, Executive Vice President--Real Estate and Chief Operating
Officer of the Company and Chairman of the Board and President of Richmond
Homes. Material transactions between the Company and its officers and directors
are subject to review by the Company's Board of Directors, including a review of
the fairness of the transaction. In certain cases, the Board obtains an
independent appraisal.
Tax Matters
M.D.C. Holdings, Inc. and its wholly owned subsidiaries file a
consolidated federal income tax return (an "MDC Consolidated Return"). Richmond
American Homes of Colorado, Inc., a wholly owned subsidiary of the Company and
its wholly owned subsidiaries ("Richmond Homes") filed a separate consolidated
federal income tax return (each a "Richmond Homes Consolidated Return") from its
inception (December 28, 1989) through February 2, 1994, the date Richmond Homes
became a wholly owned subsidiary of MDC.
The IRS has completed its examination of the MDC Consolidated Returns
for the years 1986 through 1990 and has proposed adjustments that would shift
the recognition of certain items of income and expense from one year to another
("Timing Adjustments"). To the extent taxable income in a prior year is
increased by proposed Timing Adjustments, taxable income may be reduced by a
corresponding amount in other years; however, the Company would incur an
interest charge as a result of such adjustment. The Company currently is
protesting many of these proposed adjustments through the IRS appeals process.
In the opinion of management, adequate provision has been made for any
additional income taxes and interest which may result from the proposed
adjustments; however, it is reasonably possible that the ultimate resolution
could result in amounts which differ materially in the near-term from amounts
provided. See "Forward-Looking Statements" below.
DESCRIPTION OF COMMON STOCK
The Company has authorized 100,000,000 shares of common stock, $.01 par
value ("Common Stock").
At December 31, 1996 approximately 18,083,000 shares of the Common
Stock were issued and outstanding. Holders of shares of Common Stock are
entitled to one vote for each share held of record on matters submitted to a
vote of stockholders. Holders of shares of the Common Stock do
8
<PAGE>
not have cumulative voting rights in the election of directors to the Company's
Board of Directors, which is divided into three classes, with members of each
class serving a three-year term.
A vote by the holders of a majority of shares of the Common Stock
present at a meeting at which a quorum is present is necessary to take action,
except for certain extraordinary matters which require the approval of the
holders of 80% of the outstanding shares of voting stock. In addition, certain
Business Combinations, (as defined in the Company's Certificate of
Incorporation, as amended (the "Certificate") but generally, a merger or
consolidation of the Company with any holder (directly or indirectly) of more
than 10% of the outstanding shares of voting stock of the Company (an
"Interested Stockholder") or certain related parties; the sale or other
disposition by the Company of any assets or securities to an Interested
Stockholder involving assets or securities having a value of $15,000,000 or more
than 15% of the book value of the total assets or 15% of the stockholders'
equity of the Company; the adoption of any plan or proposal for the liquidation
or dissolution of the Company ; the adoption of any amendment to the Company's
Bylaws; or any reclassification of securities, recapitalization, merger with a
subsidiary or other transaction which has the effect of increasing an Interested
Stockholder's proportionate ownership of the capital stock of the Company)
involving the Company and an Interested Stockholder, must be approved by the
holders of 80% of the shares of outstanding voting stock, unless approved by a
majority of Continuing Directors (as defined in the Certificate) or unless
certain minimum price and procedural requirements are met. In the case of any
Business Combination involving payments to holders of shares of the Common
Stock, the fair market value per share of such payments would have to be at
least equal to the highest value determined under the following alternatives:
(i) the highest price per share of the Common Stock paid by or on behalf of the
Interested Stockholder during the two years prior to the public announcement of
the proposed Business Combination (the "Announcement Date") or in the
transaction in which it became an Interested Stockholder, whichever is higher;
and (ii) the fair market value per share of the Common Stock on the Announcement
Date or on the date on which the Interested Stockholder became an Interested
Stockholder, whichever is higher. "Fair market value" is defined in the
Certificate to mean, in the case of exchange-listed or NASDAQ-quoted stock, the
highest closing price or closing bid in the 30 days preceding the date in
question, and, in the case of other property, the fair market value as
determined by a majority of the Continuing Directors.
Subject to the preferences applicable to any then outstanding shares of
preferred stock of the Company, holders of shares of Common Stock are entitled
to dividends when and as declared by the Board of Directors of the Company from
funds legally available therefor and are entitled, in the event of liquidation,
to share ratably in all assets remaining after payment of liabilities. The
shares of Common Stock are neither redeemable nor convertible, and the holders
thereof have no preemptive or subscription rights to purchase any securities of
the Company. All issued and outstanding shares of Common Stock are validly
issued, fully paid and nonassessable.
9
<PAGE>
SELLING STOCKHOLDERS
The 1,526,780 shares of Common Stock covered by this Prospectus are
being offered by the Selling Stockholders identified in the table below. Such
shares have been, or may be acquired, by the Selling Stockholders pursuant to
(i) the exercise of options granted under the Company's Employee Equity
Incentive Plan (the "Employee Plan") or the Company's Director Equity Incentive
Plan (the "Director Plan"); the Employee Plan and the Director Plan are
sometimes hereafter collectively referred to as the "Plans") or (ii) the grant
of shares pursuant to the Employee Plan. For further information with respect to
the Plans, see the Registration Statement of the Company (the "Registration
Statement") of which this Prospectus is a part. The following table sets forth
certain information, as of February 10, 1997, with respect to the Selling
Stockholders and the shares of Common Stock offered hereby:
<TABLE>
<CAPTION>
Shares owned Amount to To be owned
Name and position prior to this be offered after this Percent
with the Company offering <F1> hereunder offering <F5> Shares of Class
----------------- ------------- ---------- ------------ ---------------
<S> <C> <C> <C> <C>
Larry A. Mizel, Chairman of 4,631,439 425,000 4,206,439 22.7%
the Board of Directors
and Chief Executive Officer <F2>
David D. Mandarich, Executive 1,756,198 425,000 1,331,198 7.2%
Vice President- Real Estate,
Chief Operating Officer and
a Director <F3>
Steven J. Borick, Director <F6> 150,000 150,000 -0- *
Gilbert Goldstein, Director <F6> 200,151 150,000 50,151 *
William B. Kemper, Director <F6> 100,000 100,000 -0- *
Herbert T. Buchwald <F4> <F6> 85,526 75,000 10,526 *
Michael Touff, Vice President 75,339 50,000 25,339 *
and General Counsel
Paris G. Reece III, Senior Vice 105,170 50,000 45,000 *
President, Chief Financial
Officer and Principal Accounting
Officer
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Shares owned Amount to To be owned
Name and position prior to this be offered after this Percent
with the Company offering <F1> hereunder offering <F5> Shares of Class
----------------- ------------- ---------- ------------ ---------------
<S> <C> <C> <C> <C>
John J. Heaney, Vice President, 3,390 3,390 -0- *
Treasurer and Assistant
Secretary
Brian A. Peterson, Vice President - 2,000 2,000 -0- *
Division Finance
Daniel S. Japha, General 21,000 21,000 -0- *
Counsel-Corporate
Carol S. Raznick, General 3,390 3,390 -0- *
Counsel - Real Estate
Arthur R. Lehl, 10,000 10,000 -0- *
Chief Information Officer
Steven U. Parker, Vice -0- 15,000 -0- *
President - Accounting
and Administration
Steven J. Betts, Vice 2,000 2,000 -0- *
President and Controller
Richmond Homes, Inc. I
Robert T. Shiota 20,000 20,000 -0- *
Vice President/Division
Manager (Southern California Div.)
Richmond American Homes of
California, Inc.
Thomas J. Pellerito 25,000 25,000 -0- *
President Richmond American
Homes of Maryland, Inc. and
Richmond American Homes of
Virginia, Inc.
- -----------------
* Represents less than one percent of the outstanding shares of Common Stock.
11
<PAGE>
<F1> Includes shares of Common Stock which may be purchased upon the
exercise of all currently exercisable options and those exercisable
within 60 days of the date of this Prospectus, as well as in the case
of each of Messrs. Mizel and Mandarich, 250,000 shares that may be
acquired pursuant to options that have vested but that are not
exercisable until May 17, 1997.
<F2> Includes 5,500 shares held by Mr. Mizel's wife, 1,115 shares owned by
Mr. Mizel's minor children and 405,314 shares of Common Stock with
respect to which Mr. Mizel may be considered the "beneficial owner," as
defined under the Exchange Act, because he is a beneficiary of certain
trusts which own all of the outstanding stock of CVentures, Inc., a
corporation which controls the voting of these shares of Common Stock.
Mr. Mizel is a director and officer of CVentures, Inc. Also includes
194,032 shares of Common Stock owned by certain trusts for the benefit
of Mr. Mizel and certain members of his immediate family, over which
shares Mr. Mizel does not exercise voting control, although he has a
limited power of appointment allowing him to direct the trustee to gift
all or a portion of such shares to any person other than himself,
members of his family or a creditor. Mr. Mizel disclaims beneficial
ownership of the 194,032 shares.
<F3> David D. Mandarich was elected as Executive Vice President-Real
Estate of the Company in April 1993 and appointed a director of the
Company in March 1994. Mr. Mandarich was elected Chief Operating
Officer of the Company on September 30, 1996. From April 1989 to
April 1993, Mr. Mandarich served as a consultant to the Company.
Includes indirect ownership of 4,000 shares held in the name of
Mr. Mandarich's minor children.
<F4> Includes 10,526 shares owned by a partnership in which Mr. Buchwald is
a general partner.
<F5> Assumes the sale of all shares offered hereby.
<F6> Includes 25,000 shares issuable upon exercise of options that were
granted and vested on December 1, 1996 but that may not be exercised
until June 1, 1997.
</TABLE>
PLAN OF DISTRIBUTION
The Company is unaware of any plan by any of the Selling Stockholders
to distribute or resell the shares of Common Stock offered hereby. The Company
believes that those shares may be offered for sale from time to time either
directly by the Selling Stockholders or by their transferees. Such sales may be
made on the New York Stock Exchange or the Pacific Stock Exchange, Incorporated,
in the over-the-counter market, or in privately negotiated transactions. Sales
on an exchange or over-the-counter may be by means of one or more of the
following: (a) a block trade in which a broker or dealer will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a dealer as principal
and resale by such dealer for its account pursuant to this Prospectus; (c)
distribution on an exchange in accordance with the rules of the exchange; and
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers engaged by the
Selling Stockholders may arrange for other brokers or dealers to participate. In
12
<PAGE>
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
The Selling Stockholders may pay commissions or allow discounts to any
brokers or dealers participating in the resale of the shares offered hereby,
which commissions or discounts will be at the customary rates of such brokers
for similar transactions. Those shares will be sold at market prices prevailing
at the time of sale or at negotiated prices. As of the date of this Prospectus,
the Company is not aware of any agreements, arrangements or understandings which
have been entered into between any of the Selling Stockholders and any broker or
dealer with respect to the sale of any of the shares of Common Stock to be
offered hereby. In effecting such sales, each Selling Stockholder and brokers
through whom such securities are sold may be deemed to be "underwriters" as that
term is defined in Section 2(11)of the Securities Act of 1933, as amended, and
any discounts, concessions or commissions received by any such person may be
deemed to be underwriting discounts or commissions under the Act.
Upon the Company being notified by a Selling Stockholder that any
material arrangement has been entered into with an underwriter, broker or dealer
for the sale of shares through a secondary distribution or a purchase by an
underwriter, broker or dealer, a supplemented prospectus will be filed, if
required, disclosing such of the following information as the Company believes
appropriate: (i) the name of each such Selling Stockholder and of the
participating underwriter, broker or dealer; (ii) the number of shares involved;
(iii) the price at which such shares were sold; (iv) the commissions paid or
discounts or concessions allowed to such underwriter, broker or dealer and (v)
other facts material to the transaction.
The Company does not believe that the Shares offered will materially
affect the Company's ability to raise further capital.
FORWARD-LOOKING STATEMENTS
Some of the statements in this Prospectus, as well as statements made
by the Company in periodic press releases, oral statements made by the Company's
officials to analysts and shareowners, in the course of presentations about the
Company and conference calls following quarterly earnings releases, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Such factors include,
among other things, (i) general economic and business conditions; (ii) interest
rate changes; (iii) competition; (iv) the availability and cost of land and
other raw materials used by the Company in its homebuilding operations; (v)
unanticipated demographic changes; (vi) shortages of labor; (vii) weather
related slowdowns; (viii) slow growth initiatives; (ix) building moratoria; (x)
governmental regulations including interpretations
13
<PAGE>
of income tax and environmental laws; and (xi) other factors over which the
Company has little or no control.
LEGAL MATTERS
Certain matters with respect to the legality of the issuance of the
Shares offered hereby will be passed upon for the Company by Daniel S. Japha,
Esq., Denver, Colorado, Secretary and General Counsel-Corporate of the Company.
14
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents, which have been filed by the Registrant with
the Securities and Exchange Commission, are hereby incorporated by reference
into this Registration Statement.
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(b) Proxy Statement dated March 29, 1996 relating
to the 1996 Annual Meeting of Stockholders.
(c) The description of the Registrant's $.01 par value
common stock is contained in the Form 8-A dated
July 22, 1986.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, except
those portions of such documents not deemed filed, shall be deemed to be
incorporated by reference into this Registration Statement and shall be a part
hereof from the date of such filing.
Item 4. Description of Securities
No information is required to be furnished hereunder because the
Registrant's common stock is registered under Section 12 of the Securities
Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel
The opinion as to the legality of the securities being registered
of Daniel S. Japha, Esq. who is employed full time by the Registrant as General
Counsel-Corporate, is filed as an exhibit to this Registration Statement. Mr.
Japha holds options to purchase 20,000 shares of the Company's common stock at
an exercise price of $5.625 and owns 1,000 shares of the Company's common stock.
Item 6. Indemnification of Directors and Officers
Article Eighth of the Registrant's Certificate of Incorporation and
Article VIII of the Registrant's bylaws provide for mandatory indemnification of
directors and officers to the fullest extent permitted by Delaware law. A
summary of the circumstances in which such indemnification is provided for is
contained below, but that description is qualified in its entirety by reference
to
II-1
<PAGE>
Article Eighth of the Registrant's Certificate of Incorporation, Article VIII
of the Registrant's By-Laws and the relevant section of the Delaware General
Corporation Law.
Section 145 of the Delaware General Corporation Law, in general,
provides that a corporation may indemnify any director, officer, employee or
agent of a corporation against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement, actually and reasonably incurred in a
proceeding (including any civil, criminal, administrative or investigative
proceeding other than an action by or in the right of the corporation) to which
the person was a party by reason of such status. Such indemnity may be provided
if the person's actions resulting in the liabilities: (I) were taken in good
faith; (ii) were reasonably believed to have been in or not opposed to the
corporation's best interest; and (iii) with respect to any criminal action, the
person had no reasonable cause to believe the actions were unlawful. Unless
ordered by a court, indemnification generally may be awarded only after a
determination of independent members of the Board of Directors or a committee
thereof, by independent legal counsel or by vote of the stockholders that the
applicable standard of conduct was met by the individual to be indemnified.
Indemnification in connection with a proceeding by or in the right of
the corporation in which the director, officer, employee or agent is successful
is permitted only with respect to expenses, including attorneys' fees actually
and reasonably incurred in connection with the defense. In such actions, the
person to be indemnified must have acted in good faith, in a manner believed to
have been in or not opposed to the corporation's best interest and must not have
been adjudged liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper. Indemnification is otherwise prohibited in
connection with a proceeding brought on behalf of the corporation, or in
connection with any proceeding charging improper personal benefit to the
director in which the director is adjudged liable for receipt of an improper
personal benefit.
Section 145 further provides that to the extent a director, officer,
employee or agent is wholly successful on the merits or otherwise in defense of
any proceeding to which he was a party, he is entitled to receive
indemnification against expenses, (including attorneys' fees) actually and
reasonably incurred in connection with the proceeding.
Delaware law authorizes a corporation to reimburse or pay reasonable
expenses incurred by a director, officer, employee or agent in connection with a
proceeding, in advance of a final disposition of the matter. Such advances of
expenses are permitted if the person furnishes to the corporation a written
agreement to repay such advances if it is determined that he is not entitled to
be indemnified by the corporation.
The statutory section cited above further specifies that any
provisions for indemnification or advances for expenses does not exclude other
rights under the corporation's Certificate of Incorporation, Bylaws, resolutions
of its stockholders or disinterested directors, or otherwise. These
II-2
<PAGE>
indemnification provisions continue for a person who has ceased to be a
director, officer, employee or agent of the corporation and inure to the benefit
of the heirs, executors and administrators of such persons.
The statutory provision cited above also grants the power to a
corporation to purchase and maintain insurance policies which protect any
director, officers, employee or agent against any liability asserted against or
incurred by them in such capacity arising out of his status as such. Such
policies may provide for indemnification whether or not the corporation would
otherwise have the power to provide for it. No such policies providing
protection against liabilities imposed under the securities laws have been
obtained by the Registrant.
The Delaware General Corporation Law and Article Eighth of the
Registrant's Certificate of Incorporation, under certain circumstances provide
that the Registrant's directors will not be personally liable to the Registrant
for monetary damages for breach of fiduciary duty. A summary of the
circumstances in which such exoneration is provided is contained below, but that
description is qualified in its entirety by reference to Article Eighth of the
Registrant's Certificate of Incorporation and the relevant Sections of the
Delaware General Corporation Law.
In general, the Delaware General Corporation Law provides that any
director of a corporation shall not be personally liable to the corporation or
its stockholders for damages for breach of fiduciary duty as a director, except
for liability (I) for any breach of the director's duty of loyalty to the
corporation to its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived any personal benefit. If the Delaware General
Corporation Law is amended to further eliminate or limit the personal liability
of directors after adoption by a corporation of this provision, then the
liability of a director of a corporation shall be eliminated or limited to the
fullest extent permitted by the amended Delaware General Corporation Law.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit No. Description
4.1 M.D.C. Holdings, Inc. Employee Equity Incentive
Plan (incorporated herein by reference to Exhibit A
of the Company's Proxy Statement dated May 14, 1993
relating to the 1993 Annual Meeting of Stockholders)*
4.2 M.D.C. Holdings, Inc. Director Equity Incentive
Plan (incorporated herein by reference to Exhibit B
of the Company's Proxy Statement dated May 14, 1993
relating to the 1993 Annual Meeting of Stockholders)*
II-3
<PAGE>
4.3(a) Form of Employee Incentive Stock Option
(incorporated herein by reference to Exhibit 4.3(a)
of the Company's Registration Statement on Form S-8,
Registration No. 33-54429)*
4.3(b) Form of Employee Non-Statutory Option
(incorporated herein by reference to Exhibit 4.3(b)
of the Company's Registration Statement on Form S-8,
Registration No. 33-54429)*
4.3(c) Form of Director Non-Statutory Option
(incorporated herein by reference to Exhibit 4.3(c)
of the Company's Registration Statement on Form S-8,
Registration No. 33-54429)*
4.4 Forms of Promissory Note and Pledge Agreement dated
December 9, 1996 between M.D.C. Holdings, Inc. and
Michael Touff and Paris G. Reece III related to
amounts advanced to such persons in connection with
income taxes due on the portion of their 1996
performance bonuses paid in the form of shares of the
Company's Common Stock (incorporated herein by
reference to Exhibit 10.19 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1996)*
5 Opinion of Daniel S. Japha, Esq. as to legality of
securities being registered
23.1 Consent of Price Waterhouse LLP, Independent
Accountants
23.2 Consent of Daniel S. Japha, Esq. (filed as part of
Exhibit 5 above)
- -----------
* Incorporated herein by reference.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(ii) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-5
<PAGE>
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 Denver, State of Colorado, on February 24, 1997.
M.D.C. Holdings, Inc.
By:/s/ Paris G. Reece III
----------------------
Paris G. Reece III,
Senior Vice President, Chief
Financial Officer and Principal
Accounting Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and/or
directors of M.D.C. Holdings, Inc., by virtue of their signatures appearing
below, hereby constitute and appoint Larry A. Mizel, Michael Touff and Paris G.
Reece III, or any one of them, with full power of substitution, as
attorney-in-fact in their names, places and steads to execute any and all
amendments to this Registration Statement on Form S-8 in capacities set forth
opposite their names on the signature page thereof and hereby ratify all that
said attorney-in-fact may do by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Larry A. Mizel Chairman of the February 24, 1997
- ------------------------ Board of Directors
Larry A. Mizel President and Chief
By Power of Attorney Executive Officer
/s/ David D. Mandarich Executive Vice February 24, 1997
- ------------------------ President - Real
David D. Mandarich Estate, Chief Operating
By Power of Attorney Officer and Director
II-6
<PAGE>
/s/ Paris G. Reece III Senior Vice February 24, 1997
- ------------------------ President and Chief
Paris G. Reece III Financial Officer
(principal financial
and accounting officer)
/s/ Steven J. Borick Director February 24, 1997
- ------------------------
Steven J. Borick
By Power of Attorney
/s/ Gilbert Goldstein Director February 24, 1997
- ------------------------
Gilbert Goldstein
By Power of Attorney
/s/ William B. Kemper Director February 24, 1997
- ------------------------
William B. Kemper
By Power of Attorney
/s/ Herbert T. Buchwald Director February 24, 1997
- ------------------------
Herbert T. Buchwald
By Power of Attorney
II-7
<PAGE>
As filed with the Securities and Exchange Commission on February 25, 1997
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
EXHIBITS
TO
FORM S-8
Filed with the
Registration Statement
of
M.D.C. HOLDINGS, INC.
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
4.1 M.D.C. Holdings, Inc. Employee Equity Incentive Plan
incorporated herein by reference to Exhibit A of the Company's
Proxy Statement dated May 14, 1993 relating to the 1993 Annual
Meeting of Stockholders)*
4.2 M.D.C. Holdings, Inc. Director Equity Incentive
Plan (incorporated herein by reference to Exhibit B of the
Company's Proxy Statement dated May 14, 1993 relating to the
1993 Annual Meeting of Stockholders)*
4.3(a) Form of Employee Incentive Stock Option (incorporated herein by
reference to Exhibit 4.3(a) of the Company's Registration
Statement on Form S-8, Registration No. 33-54429)*
4.3(b) Form of Employee Non-Statutory Option (incorporated herein by
reference to Exhibit 4.3(b) of the Company's Registration
Statement on Form S-8, Registration No. 33-54429)*
4.3(c) Form of Director Non-Statutory Option (incorporated herein by
reference to Exhibit 4.3(c) of the Company's Registration
Statement on Form S-8, Registration No. 33-54429)*
4.4 Forms of Promissory Note and Pledge Agreement dated
December 9, 1996 between M.D.C. Holdings, Inc. and Michael
Touff and Paris G. Reece III related to amounts
advanced to such persons in connection with income taxes due
on the portion of their 1996 performance bonuses paid in the
form of shares of the Company's Common Stock
(incorporated herein by reference to Exhibit 10.19 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996)*
5 Opinion of Daniel S. Japha, Esq. as to the legality
of securities being registered
23.1 Consent of Price Waterhouse LLP, Independent
Accountants
23.2 Consent of Daniel S. Japha, Esq. (filed as part of
Exhibit 5 above)
- ----------------
*Incorporated herein by reference
Exhibit 5
February 24, 1997
M.D.C. Holdings, Inc.
3600 South Yosemite
Suite 900
Denver, Colorado 80237
Ladies and Gentlemen:
M.D.C. Holdings, Inc. (the "Company") has filed with the Securities and
Exchange Commission a registration statement (the "Registration Statement") on
Form S-8 (Number 33-54429), which relates to the registration of 2,944,289
shares of the $.01 par value Common Stock of the Company (the "Shares") which
may be issued to employees, officers and directors of the Company and its
subsidiaries in accordance with the Company's Employee Equity Incentive Plan
(the "Employee Plan"), the Director Equity Incentive Plan (the "Director Plan"),
including shares of restricted stock issued to certain employees of the Company
pursuant to the Employee Plan as all or part of a special bonus authorized by
the Company's Compensation Committee.
I have examined such corporate records of the Company and such other
documents as I have deemed appropriate to render this opinion.
Based upon the foregoing, I am of the opinion that the Shares, when
sold and issued as contemplated in the Registration Statement and pursuant to
the Employee Plan and Director Plan, will be legally issued (subject to
compliance with applicable federal and state securities laws), fully paid and
are non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
/s/ Daniel S. Japha
Daniel S. Japha
General Counsel - Corporate
and Secretary
DSJ:pfs
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of M.D.C. Holdings, Inc. of our report dated February 3,
1997 appearing on page F-2 of M.D.C. Holdings, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996.
/s/Price Waterhouse LLP
- -----------------------
PRICE WATERHOUSE LLP
Denver, Colorado
February 25, 1997
