<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1996
REGISTRATION NO. -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STANDARD PACIFIC CORP.
(EXACT NAME OF REGISTRANT AT SPECIFIED IN ITS CHARTER)
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<TABLE>
<S> <C>
DELAWARE 33-0475989
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
1565 WEST MACARTHUR BOULEVARD
COSTA MESA, CALIFORNIA, 92626
(714) 668-4300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ARTHUR E. SVENDSEN
1565 WEST MACARTHUR BOULEVARD
COSTA MESA, CALIFORNIA 92626
(714) 668-4300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING ARE A
CODE, OF AGENT FOR SERVICE)
COPIES TO:
ROBERT K. MONTGOMERY
GIBSON, DUNN & CRUTCHER LLP
2029 CENTURY PARK EAST, SUITE 4000
LOS ANGELES, CALIFORNIA 90067
(310) 552-8500
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.[X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 33-45271
If this Form is a post-effective amendment field pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.[_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER UNIT PRICE(1) FEE(2)
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<S> <C> <C> <C> <C>
Senior and/or
Subordinated Debt
Securities, various
series(3)............. $20,000,000 100% $20,000,000 $6,061
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</TABLE>
(1) In no event will the aggregate maximum offering price of all securities
issued pursuant to this Registration Statement exceed $20,000,000. Any
securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(2) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933, as amended.
(3) Subject to footnote 1, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold, from
time to time, by the Registrant.
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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE UNDERSIGNED
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN COSTA MESA,
CALIFORNIA ON THE 12TH DAY OF JUNE, 1997.
STANDARD PACIFIC CORP.
Arthur E. Svendsen
By:____________________________
Arthur E. Svendsen
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Standard Pacific Corp., do
hereby constitute and appoint Stephen J. Scarborough and Andrew H. Parnes, and
each of them, our true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Arthur E. Svendsen Chairman of the Board and June 12, 1997
____________________________________ Chief Executive Officer;
Arthur E. Svendsen Director
Stephen J. Scarborough President; Director June 12, 1997
____________________________________
Stephen J. Scarborough
Andrew H. Parnes Vice President--Finance, June 12, 1997
____________________________________ Treasurer and Chief
Andrew H. Parnes Financial Officer (Principal
Financial and Accounting
Officer)
Dr. James L. Doti Director June 12, 1997
____________________________________
Dr. James L. Doti
Ronald R. Foell Director June 12, 1997
____________________________________
Ronald R. Foell
Keith D. Koeller Director June 12, 1997
____________________________________
Keith D. Koeller
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Director June , 1997
____________________________________
William H. Langenberg
Director June , 1997
____________________________________
Donald H. Spengler
Director June , 1997
____________________________________
Robert J. St. Lawrence
</TABLE>
II-2
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-3 (Reg. No. 33-45271) filed by Standard Pacific Corp. with the
Securities and Exchange Commission (the "Commission") on January 23, 1992, as
amended, including the exhibits thereto and the documents incorporated therein
by reference, and declared effective by the Commission on March 23, 1992, are
incorporated herein by reference.
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<C> <S>
5 Opinion of Gibson, Dunn & Crutcher LLP
23(a) Independent Auditors' Consent
*23(b) Consent of Gibson, Dunn & Crutcher LLP
</TABLE>
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* Included in Exhibit 5
<PAGE>
EXHIBIT 5
June 11, 1997
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
(310) 552-8500 C 87007-01331
Standard Pacific Corp.
1565 West MacArthur Boulevard
Costa Mesa, CA 92626
Re: Registration Statement on Form S-3
----------------------------------
Gentlemen and Mesdames:
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement") in connection with the registration and sale of
up to $20,000,000 aggregate principal amount of the senior and/or subordinated
debt securities issuable in various series (the "Debt Securities") of Standard
Pacific Corp., a Delaware corporation (the "Company").
We have examined the proceedings heretofore taken and are familiar with the
procedures proposed to be taken by the Company in connection with the
authorization, issuance and sale of the Debt Securities. Based upon the
foregoing and in reliance thereon, it is our opinion that, subject to said
proceedings being duly taken and completed by the Company prior to the issuance
of the Debt Securities, the Debt Securities to be issued by the Company will be,
when issued and paid for pursuant to the terms of the Registration Statement and
the exhibits thereto, validly issued and binding obligations of the Company,
enforceable in accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, fradulent conveyance, moratorium,
reorganization or similar laws affecting creditors' rights and remedies
generally and by general principles of equity (whether such enforceability is
considered in a proceeding in equity or at law).
<PAGE>
Standard Pacific Corp.
June 11, 1997
Page 2
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Matters" in the Registration Statement and in the Prospectuses
which form a part thereof.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
CAH/db
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated January 27, 1997
included in the Company's Annual Report on Form 10-K for the year December 31,
1996 and our report dated January 27, 1997 (except with respect to the matter
discussed in Note 12, as to which the date is June 10, 1997) with respect to the
Company's consolidated financial statements, which report was filed as an
exhibit to the Company's Current Report of Form 8-K dated June 11, 1997.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Orange County, California
June 10, 1997
