AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
ENGLE HOMES, INC.
-------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-2214791
------------------------------- ----------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
123 N.W. 13TH STREET
SUITE 300
BOCA RATON, FLORIDA 33432
-------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ENGLE HOMES, INC. 1997 PERFORMANCE BONUS PLAN
-------------------------------------------------------------------------------
(FULL TITLE OF THE PLANS)
-------------------
DAVID SHAPIRO
VICE PRESIDENT - FINANCE
ENGLE HOMES, INC.
123 N.W. 13TH STREET
BOCA RATON, FLORIDA 33432
---------------------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(561) 391-4012
---------------------------------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
Prasan A. Pandite, Esq.
Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, 25,000 SHARES $13.94 $348,500 $69.70
$.01 PAR VALUE.....................
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(c) and (h) on the basis of the
average of the high and low sale price of the Common Stock on October 28,
1997 with respect to 25,000 shares of Common Stock being registered under
the Plan.
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents or portions thereof as indicated:
(a) the Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1996, as amended;
(b) all other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since January 30, 1993; and
(c) the descriptions of the Registrant's Common Stock and related
matters set forth under the captions "Description of Capital Stock" and
"Dividend Policy" in the Registrant's Registration Statement on Form S-1 (File
No. 33-43305) filed under the Securities Act of 1933, including any amendments
to such descriptions in such Registration Statement.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided in such statute. The Registrant's Amended and Restated Articles of
Incorporation provide that the Registrant may indemnify its executive officers
and directors to the fullest extent permitted by law either now or hereafter.
The Registrant has also entered into an agreement with each of its directors and
certain of its officers wherein it has agreed to indemnify each of them to the
fullest extent permitted by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of the
criminal law, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (b)
deriving an improper personal benefit from a transaction; (c) voting for or
assenting to an unlawful distribution; and (d) willful misconduct or a conscious
disregard for the best interests of the Registrant in a proceeding by or in the
right of the Registrant to procure a judgment in its favor or in a proceeding by
or in the right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
II-1
<PAGE>
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
Pursuant to the Registration Rights Agreement filed as Exhibit 4.2 to
the Registrant's Registration Statement on Form S-1 (File No. 33-43305), Alec
Engelstein, Harry Engelstein and Sheila Engelstein have agreed to indemnify the
directors, officers and controlling persons of the Registrant against certain
civil liabilities that may be incurred in connection with certain future
registrations of the Registrant's Common Stock, including certain liabilities
under the Securities Act of 1933.
Pursuant to the Registration Rights Agreement filed as Exhibit 4.7 to
the Registrant's Registration Statement on Form S-1 (File No. 33-58678), the
purchasers of the Registrant's 7% Convertible Subordinated Notes due 2003 have
agreed to indemnify the directors, officers and controlling persons of the
Registrant against certain civil liabilities that may be incurred in connection
with certain current or future registrations relating to such Notes and the
Registrant's Common Stock, including certain liabilities under the Securities
Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
See "Exhibit Index" on page II-5 below.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) 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.
(3) 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-2
<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-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, State of Florida on October 31, 1997.
ENGLE HOMES, INC.
By:/S/ ALEC ENGELSTEIN
-----------------------------------------
Alec Engelstein
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Alec Engelstein and David Shapiro
his true and lawful attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto, and other documents to be filed in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes, each acting alone, 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ ALEC ENGELSTEIN Chairman of the Board, President October 31, 1997
- --------------------------------------- and Chief Executive Officer
Alec Engelstein (Principal Executive Officer)
/S/ DAVID SHAPIRO Vice President-Finance and October 31, 1997
- ------------------- Chief Financial Officer
David Shapiro (Principal Financial Officer
and Principal Accounting Officer)
/S/ HARRY ENGELSTEIN Executive Vice President, Chief October 31, 1997
- --------------------------------------- Construction Officer and Director
Harry Engelstein
/S/ JOHN A. KRAYNICK Senior Vice President and Director October 31, 1997
- ---------------------------------------
John A. Kraynick
/S/ HENRY H. FISHKIND Director October 31, 1997
- ---------------------------------------
Henry H. Fishkind
/S/ RONALD J. KORN Director October 31, 1997
- -------------------
Ronald J. Korn
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ ------------
<S> <C>
4.1 Registrant's Amended and Restated Articles of Incorporation(1)
4.2 Registrant's Amended and Restated Bylaws(2)
5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
10.1 Engle Homes, Inc. 1997 Bonus Performance Plan
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
(contained in its opinion filed as Exhibit 5.1 hereto)
24.1 Power of Attorney is included in the Signatures section of this
Registration Statement
</TABLE>
- ----------------------------
(1) Incorporated by reference to Exhibit 3.1 filed with the Registrant's
Registration Statement on Form S-1 (File No. 33-58678).
(2) Incorporated by reference to Exhibit 3.2 filed with the Registrant's
Registration Statement on Form S-1 (File No. 33-43305).
EXHIBIT 5.1
Prasan A. Pandite
305-579-0639 October 31, 1997
Engle Homes, Inc.
123 N.W. 13th Street
Suite 300
Boca Raton, Florida 33432
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
On the date hereof, Engle Homes, Inc., a Florida corporation (the
"Company"), sent for filing with the Securities and Exchange Commission a
Registration Statement on Form S-8 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the offering and sale by the Company of up to 25,000 shares of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), pursuant
to awards (the "Awards") granted or to be granted under the Company's 1997
Performance Bonus Plan (the "Plan"). We have acted as special counsel to the
Company in connection with the preparation and filing of the Registration
Statement.
In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Amended and Restated
Articles of Incorporation and Bylaws of the Company; (ii) records of corporate
proceedings of the Company authorizing the Plan and the preparation of the
Registration Statement and related matters; (iii) the Registration Statement and
exhibits thereto; and (iv) such other documents and instruments as we have
deemed necessary for the expression of the opinions herein contained. In making
the foregoing examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independently checking or verifying the accuracy of such documents, records and
instruments.
Based upon the foregoing examination, we are of the opinion that the
Company presently has available at least 25,000 authorized and unissued shares
of Common Stock from which the 25,000 shares of Common Stock have been reserved
for issuance under the Plan, and, assuming that the Company maintains an
adequate number of authorized and unissued shares of Common Stock available for
the issuance of Awards pursuant to the Plan, the 25,000 shares of Common Stock
available for issuance under the Plan, when issued pursuant to and in accordance
with the Plan (including Board or Committee authorization of issuance as
provided in the Plan), and in accordance with Section 607.0621 of the Florida
Statutes, will be duly and validly issued, fully paid and nonassessable.
<PAGE>
Engle Homes, Inc.
October 31, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Sincerely,
GREENBERG TRAURIG HOFFMAN
LIPOFF ROSEN & QUENTEL, P.A.
EXHIBIT 10.1
-------------------------------------
ENGLE HOMES, INC.
1997 PERFORMANCE BONUS PLAN
-------------------------------------
1. PURPOSE. The purpose of this Plan is to advance the interests
of ENGLE HOMES, INC., a Florida corporation (the "Company"), and its
Subsidiaries by providing performance based bonus incentives to certain
management employees of the Company who qualify and are selected as Participants
hereunder.
2. DEFINITIONS. As used herein, the following terms shall have
the meaning indicated:
(a) "Award" or "Awards" shall mean an award or awards
granted pursuant to Article 4 hereof.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Committee" shall mean the Compensation Committee
appointed by the Board pursuant to Section 3.1 hereof or, if not appointed, the
Board.
(d) "Fair Market Value" of a Share on any date of reference
shall be the average Closing Price of the Common Stock, par value $0.01 per
share, of the Company (the "Common Stock"), on the last ten (10) trading days of
the Performance Period, unless the Committee in its sole discretion shall
determine otherwise in a fair and uniform manner. For this purpose, the Closing
Price of the Common Stock on any business day shall be (i) if the Common Stock
is listed or admitted for trading on any United States national securities
exchange, or if actual transactions are otherwise reported on a consolidated
transaction reporting system (including NASDAQ), the last reported sale price of
Common Stock on such exchange or reporting system, as reported in any newspaper
of general circulation, (ii) if actual sale prices are not so reported, and the
Common Stock is quoted on the National Association of Securities Dealers
Automated Quotations System ("NASDAQ"), or any similar system of automated
dissemination of quotations of securities prices in common use, the mean between
the closing high bid and low asked quotations for such day of Common Stock on
such system, or (iii) if neither clause (i) or (ii) is applicable, the mean
between the high bid and low asked quotations for the Common Stock as reported
by the National Quotation Bureau, Incorporated if at least two securities
dealers have inserted both bid and asked quotations for Common Stock on at least
five of the ten preceding days.
<PAGE>
(e) "Participant" means an employee of the Company or any
Subsidiary who is (i) selected at one or more times or from time to time to
participate in the Plan by the Committee, and (ii) not a director or "executive
officer" of the Company (as defined in the Exchange Act).
(f) "Performance Period" means the Quarter or Quarters with
respect to which the Bonus Formulas are set by the Committee.
(g) "Bonus Formula" means the specific objective goal or
goals and/or applicable formula(s) for determining the amount of a Participant's
Award and the form of payment thereof (cash and/or Shares, etc.) that are from
time to time determined and set in writing by the Committee for the applicable
Performance Period(s).
(h) "Plan" means this 1997 Performance Bonus Plan, as
amended from time to time.
(i) "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.
(j) "Share(s)" shall mean a share or shares of the
Company's Common Stock.
(k) "Subsidiary" shall mean any corporation (other than the
Company) in any unbroken chain of corporations beginning with the Company, if
each of the corporations other than the last corporation in the unbroken chain
owns stock possessing 50 percent or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.
(l) "Quarter" means any one or more fiscal quarters of the
Company included within the applicable Performance Period.
3. ADMINISTRATION OF THE PLAN.
3.1 THE COMMITTEE. The Plan shall be administered by a
Committee consisting of at least two members of the Board of Directors of the
Company, duly authorized by the Board of Directors of the Company to administer
the Plan.
3.2 POWERS OF THE COMMITTEE. The Committee shall have the
sole authority to establish and administer the Bonus Formulas and this Plan and
the responsibility of selecting the Participants who are eligible to participate
in and receive Awards under the Plan. The Committee shall have the authority to
construe and interpret the Plan (except as otherwise provided herein) and any
agreement or other document relating to any Award under the Plan, may adopt
rules and regulations governing the administration of the Plan, and shall
exercise all other duties and powers conferred on it by the Plan or the Board,
or which are incidental or ancillary thereto.
3.3 REQUISITE ACTION. A majority (but not fewer than two) of
the members of the Committee shall constitute a quorum. The vote of a majority
of those present at a meeting at
2
<PAGE>
which a quorum is present or the unanimous written consent of the Committee
shall constitute action by the Committee.
4. AWARD PROVISIONS.
4.1 BONUS FORMULAS AND AWARDS. An Award is an award pursuant
to a Bonus Formula entitling the recipient Participant to acquire cash or Shares
or other consideration, or a combination thereof, as determined by the Committee
in its sole discretion, upon the attainment of specified performance goals or
otherwise as provided in the Bonus Formula. Any Shares issued pursuant to an
Award shall be conclusively deemed to be fully paid and nonassessable within the
meaning of Section 607.0621 of the Florida Statutes. The Committee in its sole
discretion shall also determine whether and to whom Awards shall be awarded, the
performance goals applicable under each such Award and the applicable Bonus
Formula, the periods during which performance is to be measured, and all other
limitations and conditions applicable to the Award and the applicable Bonus
Formula. The Committee may adjust the performance goals and periods and other
terms applicable to any Award and the applicable Bonus Formula to take into
account changes in law and accounting and tax rules, and to make such
adjustments as the Committee deems necessary or appropriate to reflect the
inclusion or exclusion of the impact of extraordinary or unusual items, events
or circumstances in order to avoid windfalls or hardships or for other
reasonable purposes.
4.2 PROVISION FOR AWARD. Each selected Participant may
receive an Award if and only if the requirements for an Award under the
applicable Bonus Formula established by the Committee, are attained. The
applicable Performance Period and Bonus Formula(s) shall be determined by the
Committee consistent with the terms of the Plan. Notwithstanding the fact that
the Bonus Formula(s) have been attained, the Company may pay an Award of less
(or more) than the amount determined by the Bonus Formula(s) or may make no
Award at all, unless the Committee expressly provides otherwise by written
contract or other written commitment.
4.3 SELECTION OF BONUS FORMULAS. At the time the Bonus
Formula(s) are selected, the Committee shall provide, in terms of an objective
formula or standard for each Participant, and for any person who may become a
Participant after the Bonus Formula(s) are set, the method of computing the
specific amount that will represent the maximum amount of an Award or portion
thereof payable to the Participant if the requirements for an Award under the
Bonus Formula(s) are attained, subject to the provisions of Articles 4 and 5 or
as otherwise provided in or pursuant to this Plan.
4.4 SELECTION OF PARTICIPANTS. For each Performance Period,
the Committee shall determine, at the time the Bonus Formula(s) are set, those
Participants who will participate in the Plan as to such Performance Periods and
the Bonus Formula(s) applicable to each Participant.
4.5 EFFECT OF INTERIM COMMENCEMENT OF SERVICE. If a
Participant employee commences employment after the adoption of the Plan and the
establishment of Bonus Formula(s)
3
<PAGE>
for a Performance Period, the Committee may grant an Award that is
proportionately adjusted based on the period of actual service during the
Performance Period, the amount of any Award paid to such Participant shall not
exceed that proportionate amount unless otherwise determined by the Committee.
4.6 TERMINATION OF EMPLOYMENT DURING YEAR. Unless otherwise
determined by the Committee or required by applicable law, no Award shall be
payable to a Participant unless such Participant is employed by the Company or
applicable Subsidiary of the Company on the last day of the Performance Period
for which the Award is otherwise payable.
4.7 COMMITTEE CERTIFICATION. No Participant shall receive any
Award under the Plan unless the Committee has certified, by resolution or other
appropriate action in writing, that the amount thereof has been accurately
determined in accordance with the terms, conditions and limits of the Plan and
that the Bonus Formula(s) and any other material terms previously established by
the Committee or set forth in the Plan were in fact satisfied.
4.8 TIME OF PAYMENT. Any Awards granted by the Committee
under the Plan shall be paid as soon as practicable following the Committee's
determinations under this Article 4 and the certification of the Committee's
findings under Section 4.7.
5. GENERAL PROVISIONS.
5.1 NO RIGHT TO AWARD OR CONTINUED EMPLOYMENT. Neither the
establishment of the Plan nor the provision for or payment of any amounts
hereunder nor any action of the Company (including, for purposes of this Section
5.1, any predecessor or subsidiary), the Board of Directors of the Company or
the Committee in respect of the Plan, shall be held or construed to confer upon
any person any legal right to receive, or any interest in, an Award or any other
benefit under the Plan, or any legal right to be continued in the employ of the
Company. The Company expressly reserves any and all rights to discharge an
employee in its sole discretion, without liability of any person, entity or
governing body under the Plan or otherwise, except to the extent otherwise
provided in any written employment agreement between the Company and such
employee. Notwithstanding any other provision hereof and notwithstanding the
fact that the requirements for an Award under the applicable Bonus Formula(s)
have been attained the Company shall have no obligation to pay any Award
hereunder, unless the Committee otherwise expressly provides by written contract
or other written commitment.
5.2 DISCRETION OF COMPANY, BOARD OF DIRECTORS AND COMMITTEE.
Any decision made or action taken by the Company or by the Board of Directors of
the Company or by the Committee arising out of or in connection with the
creation, amendment, construction, administration, interpretation and effect of
the Plan shall be within the absolute discretion of such entity and shall be
conclusive and binding upon all persons.
4
<PAGE>
5.3 ABSENCE OF LIABILITY. A member of the Board of Directors
of the Company or a member of the Committee or any officer of the Company shall
not be liable for any act or inaction hereunder, whether of commission or
omission.
5.4 NON-TRANSFERABILITY OF BENEFITS AND INTERESTS. Except as
expressly provided by the Committee, no Award payable under the Plan shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any such attempted action shall be void and
no such benefit shall be in any manner liable for or subject to debts,
contracts, liabilities, engagements or torts of any Participant or former
Participant.
5.5 NON-EXCLUSIVITY. The Plan does not limit the authority
of the Company, the Board or the Committee, or any subsidiary of the Company, to
grant Awards or authorize any other compensation under any other plan or
authority. In addition, employees not selected to participate in the Plan may
participate in other plans of the Company.
6. SHARES SUBJECT TO THE PLAN.
6.1 GENERAL. Subject to the adjustment provisions of Section
6.4 hereof, the number of Shares subject to the Plan for which Awards may be
granted under the Plan shall not exceed 25,000 Shares.
6.2 SHARES TO BE USED. The Shares which may be issued
pursuant to an Award under the Plan may be authorized but unissued Shares or
Shares that may be acquired, subsequently or in anticipation of an Award, in the
open market to satisfy the requirements of the Plan.
6.3 ADDITIONAL SHARES. Any undistributed portion of
terminated, exchanged or forfeited Awards shall be available for further Awards
under the Plan.
6.4 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event
of a reorganization, recapitalization, stock split, stock dividend, exchange or
stock, combination of stock, merger, consolidation or any other change in
corporate structure of the Company affecting the Shares, or in the event of a
sale by the Company of all or a significant part of its assets, or any
distribution to its shareholders other than a normal cash dividend, the
Committee may in its sole and absolute discretion make appropriate adjustment in
the number, kind, price and value of Shares authorized under Section 6.1 or to
be issued pursuant to Bonus Formulas and adjustments to outstanding Awards as it
determines appropriate so as to prevent dilution or enlargement of Awards or
rights thereunder.
6.5 RIGHTS OF SHAREHOLDERS. A Participant receiving an Award
will have rights of a shareholder only as to Shares actually issued to and
received by such Participant pursuant to such Award, as evidenced by a stock
certificate for such Shares.
7. AMENDMENT AND DISCONTINUATION OF THE PLAN. The Committee or the
Board may from time to time amend, suspend or terminate the Plan or any Bonus
Formula, subject to any
5
<PAGE>
applicable requirements for special provisions or shareholder approval under
applicable law or rules.
8. INTERPRETATION.
(a) This Plan shall be governed by the laws of the State
of Florida.
(b) Headings contained in this Agreement are for
convenience only and shall in no manner be construed as part of this Plan.
(c) Any reference to the masculine, feminine, or neuter
gender shall be a reference to such other gender as is appropriate.
9. EFFECTIVE DATE AND TERMINATION DATE. The effective date of
the Plan is the date on which the Board adopts this Plan, and the Plan shall
terminate on the 10th anniversary of the effective date.
6
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of Engle Homes, Inc.
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November 20, 1996,
relating to the consolidated financial statements and schedules of Engle Homes,
Inc., appearing in the Company's Annual Report on Form 10-K for the year ended
October 31, 1996.
BDO SEIDMAN, LLP
Miami, Florida
October 30, 1997
