As filed with the Securities and Exchange Commission on May 20, 1998
Registration No. 33-
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- --------------------------------------------------------------------------------
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
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(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 Pages II-3 and II-4 of this
Registration Statement.
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-------------------------------
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share Price <F1> Fee <F1>
- ------------- ---------- --------- --------- -----------
<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
- -----------------------------------------------------------------------------------------
Common Stock
$.01 par value<F2> 350,000 $8.50 $ 2,975,000 $ 877.63
- -----------------------------------------------------------------------------------------
Common Stock
$.01 par value<F3> 21,475 $11.375 $ 244,278 $ 74.02
- -----------------------------------------------------------------------------------------
Total 3,315,764 XXX $20,032,909 $6,203.10
Shares
- -----------------------------------------------------------------------------------------
<F1> Fees with respect to 2,904,000 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 was computed and paid in accordance with
Rule 457, using a per share price of $7.375 on Registration Statement
333-22371 filed on Form S-8. An additional 350,000 shares have been
approved for issuance under the M.D.C. Holdings, Inc. Director Equity
Incentive Plan (the "Director Plan). The fee for these 350,000 shares
has been computed and is being paid in accordance with Rule 457, using
a per share price of $8.50 with respect to those shares. The $74.02 fee
for 21,475 shares was computed and is being paid in accordance with
Rule 457, using a per share price of $11.375 with respect to those
21,475 shares. In accordance with Rule 429, this Registration Statement
combines the 2,944,289 unsold shares from Registration Statements
33-54429 and 333-22371 with the present Registration Statement. 250,000
Non-Statutory Stock Options registered under Registration Statement
33-54429 have been canceled.
<F2> Issuable upon exercise of Non-Statutory Options pursuant to the
Director Plan.
<F3> Issued pursuant to the Employee Equity Incentive Plan in connection
with a portion of a special bonus paid by the Registrant in the form
of shares of the Registrant's common stock.
</TABLE>
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<PAGE>
M.D.C. HOLDINGS, INC.
COMMON STOCK, $.01 PAR VALUE
1,255,680 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 special bonuses 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 Exchange ("PCX") 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.
1
<PAGE>
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 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 May 20, 1998
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 by this Prospectus. 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 of 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, 1997;
(ii) Proxy Statement dated March 24, 1998 relating to the 1998
Annual Meeting of Stockholders;
(iii) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1998.
3
<PAGE>
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 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 Holdings, Inc. ("MDC") is one of the largest homebuilders in the
United States, building homes under the name "Richmond American Homes" and
providing mortgage financing, primarily for MDC's homebuyers, through its
wholly-owned subsidiary, HomeAmerican Mortgage Corporation ("HomeAmerican"). MDC
is a major regional homebuilder with a significant presence in some of the
country's best housing markets. The Company is the largest homebuilder in
metropolitan Denver; among the top five builders in Riverside County,
California, Northern Virginia, suburban Maryland, Tucson and Colorado Springs;
among the top ten builders in Phoenix and Las Vegas; and has a growing presence
in Orange Los Angeles, San Bernardino, Ventura and San Diego Counties,
California . The Company also builds homes in the San Francisco Bay area.
Homes are built and sold by wholly owned subsidiaries of the Company.
The base prices for these homes range from approximately $75,000 to $500,000,
although the Company builds homes with prices as high as $965,000. The Company's
average sales prices per home closed in 1997 and the first three months of 1998,
were $179,800 and $183,300, respectively.
HomeAmerican is a full service mortgage lender, originating mortgage
loans primarily for MDC's home buyers and, to a lesser extent, for others on a
"spot" basis through offices located in each of MDC's markets. As the principal
originator of mortgage loans for MDC's home buyers, HomeAmerican is an integral
part of the homebuilding operations.
The principal executive offices of the Company are located at 3600 South
Yosemite Street, Suite 900, Denver, Colorado 80237. The Company's telephone
number is (303) 773-1100.
4
<PAGE>
THE OFFERING
Shares offered hereby .......Up to 1,255,680 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 PCX where prices are reported under
the symbol "MDC."
<TABLE>
<CAPTION>
Summary Consolidated Financial Information
(Dollars in thousands, except per share data)
Year Ended December 31,
-------------------------------------------------------------------
Three Three
Months Months
Ended Ended
3/31/98 3/31/97
(unaudited) (unaudited) 1997 1996 1995 1994 1993
----------- ----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Revenues. . . . . . . . . $ 243,501 $ 193,819 $ 969,562 $ 922,595 $ 865,856 $ 817,245 $ 634,323
Income before
extraordinary item . . . $ 7,928 $ 3,586 $ 24,205 $ 20,799 $ 17,250 $ 19,255 $ 10,056
Diluted earnings per share
before extraordinary
item . . . . . . . . . . . $ .37 $ .18 $1.18 $ .98 $ .79 $ .87 $ .45
Diluted net income (loss)
per share . . . . . . . . $(.31) $ .08 $1.08 $ .97 $ .79 $ .87 $1.16
</TABLE>
<TABLE>
<CAPTION>
December 31,
-------------------------------------------------------------------------
3-31-98
(unaudited) 1997 1996 1995 1994 1993
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total assets $674,552 $621,770 $617,303 $634,811 $664,571 $653,366
Total debt $291,385 $248,551 $253,346 $305,334 $348,280 $345,676
Stockholders' equity $224,354 $229,593 $213,847 $205,033 $192,295 $175,854
</TABLE>
5
<PAGE>
RISK FACTORS
Before making an investment in the Shares offered hereby, in addition
to the other information set forth in this Prospectus, prospective investors
should consider carefully the following factors.
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
of March 31, 1998, the Company's total indebtedness was approximately $291
million and the Company's debt-to-equity ratio was approximately 1.3. 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.
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 January 1998, home mortgage interest rates reached their lowest
levels in 25 years, dropping to an average of 6.85% on a 30-year, fixed-rate
mortgage. 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.
6
<PAGE>
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 impose in the future) 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 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, available 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
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,
land on which to build homes, 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.
7
<PAGE>
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, on among other
factors, pricing, loan terms and underwriting criteria.
Sale of Financial Asset Management LLC
On September 30, 1996 the Company sold its interest in Financial Asset
Management LLC ("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 ("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 was deferred at the time of the
sale. The purchaser has paid the Company $1,000,000 of the Notes resulting in
the recognition of $1,000,000 of gain in the periods the payments were received.
The balance of the gain 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.
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 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 American Homes of
Colorado, Inc. 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., (formerly Richmond Homes, Inc. I) and its
wholly owned subsidiaries 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 American Homes
of Colorado, Inc. became a wholly owned subsidiary of MDC.
8
<PAGE>
MDC's overall effective income tax rates of 38.5% and 38.7%,
respectively, for the first quarters of 1998 and 1997, differed from the federal
statutory rate of 35% primarily due to the impact of state income taxes.
The IRS currently is examining the MDC Consolidated Returns for the
years 1991 through 1995 and the Richmond Homes Consolidated Return for the
period ended February 2, 1994. No audit reports have been issued by the IRS in
connection with these examinations. In the opinion of management, adequate
provision has been made for additional income taxes and interest, if any, which
may result from these examinations; however, it is reasonably possible that the
ultimate resolution could result in amounts which differ materially from amounts
provided.
DESCRIPTION OF COMMON STOCK
The Company has authorized 100,000,000 shares of common stock, $.01 par
value ("Common Stock").
At May 1, 1998 approximately 18,007,000 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 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
9
<PAGE>
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.
SELLING STOCKHOLDERS
The 1,255,680 shares of Common Stock shown in column B below and
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
Employee Plan or the Director Plan (collectively, 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 May 1, 1998, with respect to the
Selling Stockholders and the shares of Common Stock offered hereby:
<TABLE>
<CAPTION>
A B C D
Shares owned Amount to To be
Name and prior to this be offered owned after Percent
position with the Company offering <F1> hereunder <F2> this offering<F3> of Class <F4>
- ------------------------- ------------ ------------- ---------------- ------------
<S> <C> <C> <C> <C>
Larry A. Mizel, Chairman of 4,664,772 283,333 4,381,439 25.5%
the Board of Directors,
President and
Chief Executive Officer <F5>
David D. Mandarich, Executive 1,762,531 458,333 1,304,198 9.5%
Vice President- Real Estate,
Chief Operating Officer and
a Director <F6>
Steven J. Borick, Director <F7> 75,000 75,000 -0- *
Gilbert Goldstein, Director <F7> 50,000 50,000 -0- *
10
<PAGE>
A B C D
Shares owned Amount to To be
Name and prior to this be offered owned after Percent
position with the Company offering <F1> hereunder <F2> this offering<F3> of Class <F4>
- ------------------------- ------------ ------------- ---------------- ------------
<S> <C> <C> <C> <C>
William B. Kemper, Director<F7> 100,000 100,000 -0- *
Herbert T. Buchwald<F7><F8> 85,426 75,000 10,426 *
Michael Touff, Vice President 81,930 76,930 5,000 *
and General Counsel
Paris G. Reece III, Senior Vice 108,388 68,518 39,870 *
President, Chief Financial
Officer and Principal Accounting
Officer
John J. Heaney, Vice President, 44,550 4,269 40,281 *
Treasurer and Assistant
Secretary
Brian A. Peterson, Vice President - 2,000 2,000 -0- *
Division Finance
Daniel S. Japha, Secretary and 19,000 19,000 -0- *
General Counsel-Corporate
Carol S. Raznick, General 4,708 4,708 -0- *
Counsel - Real Estate
Arthur R. Lehl, Chief 10,000 10,000 -0- *
Information Officer
Steven U. Parker, Vice 6,210 6,210 -0- *
President - Accounting
and Administration
Steven J. Betts, Former 1,500 1,500 -0- *
Vice President and Controller,
Richmond American Homes
of Colorado, Inc.
11
<PAGE>
A B C D
Shares owned Amount to To be
Name and prior to this be offered owned after Percent
position with the Company offering <F1> hereunder<F2> this offering<F3> of Class <F4>
- ------------------------- ------------ ------------- ---------------- ------------
<S> <C> <C> <C> <C>
Liesel Williams, Executive 879 879 -0- *
Vice President - Operations,
Richmond American Homes
of Colorado, Inc.
Robert T. Shiota, President 20,000 20,000 -0- *
(S. California Div.), Richmond
American Homes of California, Inc.
- -------------------
* Represents less than one percent of the outstanding shares of Common Stock.
<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.
<F2> Assumes the exercise and sale of all options included in Column A.
<F3> The difference between the amounts in Column A and Column B.
<F4> Shares owned prior to the offering shown in Column A divided by the
18,007,000 shares outstanding, plus options included in amounts in
Column A.
<F5> Includes 5,500 shares held by Mr. Mizel's wife, 1,115 shares owned by
Mr. Mizel's 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 or a
creditor. Mr. Mizel disclaims beneficial ownership of the 194,032
shares.
<F6> David D. Mandarich was elected 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 children.
12
<PAGE>
<F7> Includes 25,000 shares issuable upon exercise of options that were
granted and vested on December 1, 1997 but that may not be exercised
until June 1, 1998.
<F8> Includes 10,426 shares owned by a partnership in which Mr. Buchwald is
a general partner.
</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, 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 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.
13
<PAGE>
The Company does not believe that the Shares offered will materially
affect the Company's ability to raise additional 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 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.
Mr. Japha holds a total of 22,500 Shares and options to purchase Shares.
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, 1997.
(b) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1998.
(c) Proxy Statement dated March 30, 1998 relating to the
Registrant's 1998 Annual Meeting of Stockholders.
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 Secretary
and General Counsel-Corporate and Secretary, is filed as an exhibit to this
Registration Statement. Mr. Japha holds options to purchase 21,500 shares of the
Company's common stock at exercise prices ranging from $5.625 to $11.375 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 ByLaws 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 indemnification
provisions continue for a person who has ceased to be a director, officer,
employee
II-2
<PAGE>
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>
4.2(a) First Amendment to M.D.C. Holdings, Inc. Director
Equity Incentive Plan (incorporated herein by
reference to Exhibit A of the Company's Proxy
Statement dated March 24, 1997 relating to the 1997
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)*
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.
(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.
II-4
<PAGE>
(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.
(c) 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 May 20, 1998.
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, Paris G. Reece III and
Daniel S. Japha, 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 the 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 May 20, 1998
Larry A. Mizel Board of Directors
President and Chief
Executive Officer
/s/ David D. Mandarich
- ---------------------- Executive Vice May 20, 1998
David D. Mandarich President - Real
Estate, Chief Operating
Officer and Director
II-6
<PAGE>
/s/ Paris G. Reece III
- ---------------------- Senior Vice May 20, 1998
Paris G. Reece III President and Chief
Financial Officer
(principal financial
and accounting officer
/s/ Steven J. Borick
- ---------------------- Director May 20, 1998
Steven J. Borick
/s/ Gilbert Goldstein
- ---------------------- Director May 20, 1998
Gilbert Goldstein
/s/ William B. Kemper
- ---------------------- Director May 20, 1998
William B. Kemper
/s/ Herbert T. Buchwald
- ---------------------- Director May 20, 1998
Herbert T. Buchwald
II-7
Exhibit 5
May 20, 1998
M.D.C. Holdings, Inc.
3600 South Yosemite Street
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- ), which relates to the registration of 3,315,764
--------
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 and
Director Equity Incentive Plan (collectively, the "Plans").
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 Plans, 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
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporating by reference in this
Registration Statement on Form S-8 of our report dated February 5, 1998
appearing on page F-2 of M.D.C. Holdings, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1997.
/s/ Price Waterhouse
- ------------------------
PRICE WATERHOUSE
Denver, Colorado
May 20, 1998
