AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 1998
REGISTRATION NO. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ENGLE HOMES, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 59-2214791
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
123 N.W. 13TH STREET
BOCA RATON, FLORIDA 33432
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(Address of Principal Executive Offices)
ENGLE HOMES, INC. 1997 PERFORMANCE BONUS PLAN
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(Full title of the Plan)
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DAVID SHAPIRO
ENGLE HOMES, INC.
123 N.W. 13TH STREET
BOCA RATON, FLORIDA 33432
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(Name and address of agent for service)
(561) 391-4012
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(Telephone number, including area code, of agent for service)
COPY TO:
Kenneth S. Gersh, Esq.
Greenberg Traurig Hoffman
Lipoff Rosen & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
Telecopy (305) 579-0717
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 225,000 shares $16.56 $3,726,000 $1,100
===============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
The aggregate offering price has been computed pursuant to Rules 457(c)
and 457(h) promulgated under the Securities Act of 1933, as amended, on
the basis of the average of the high and low sale prices of the Common
Stock as reported on the Nasdaq National Market System on July 10,
1998, a date within five business days prior to the date of filing of
this Registration Statement.
<PAGE>
This Registration Statement is being filed to register additional
securities to be offered pursuant to the Registrant's 1997 Performance Bonus
Plan, as amended, with respect to which a Registration Statement on Form S-8
(Registration Nos. 333-39223) has previously been filed. Pursuant to Instruction
E of Form S-8, the contents of the Registrant's Registration Statement No.
333-39223 (Items 3 through 9, inclusive, of such Registration Statements on Form
S-8) are incorporated by reference herein.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 July 14, 1998.
ENGLE HOMES, INC.
By: /S/ ALEC ENGELSTEIN
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Alec Engelstein, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/S/ ALEC ENGELSTEIN Chairman of the Board, President and July 14, 1998
- ----------------------------------------- Chief Executive Officer
Alec Engelstein (principal executive officer)
/S/ DAVID SHAPIRO Vice President - Finance, Chief Financial July 14, 1998
- ----------------------------------------- Officer and Director
David Shapiro (Principal Financial Officer)
/S/ PAUL LEIKERT Vice President - Chief Accounting Officer July 14, 1998
- ----------------------------------------- (Principal Accounting Officer)
Paul Leikert
/S/ HARRY ENGELSTEIN Executive Vice President, Chief July 14, 1998
- ----------------------------------------- Construction Officer and Director
Harry Engelstein
/S/ JOHN A. KRAYNICK Senior Vice President and Director July 14, 1998
- -----------------------------------------
John A. Kraynick
- ----------------------------------------- Director July , 1998
Henry H. Fishkind
Director July , 1998
- -----------------------------------------
Ronald J. Korn
/S/ ALAN L. SHULMAN Director July 14, 1998
- -----------------------------------------
Alan L. Shulman
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II-2
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
23.1 Consent of BDO Seidman, LLP
23.3 Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
(included in Exhibit 5.1)
EXHIBIT 5.1
July 14, 1998
Engle Homes, Inc.
123 N.W. 13th Street
Boca Raton, Florida 33432
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Engle Homes, Inc., a Florida corporation
(the "Company"), and have reviewed the Company's Registration Statement on Form
S-8 covering 225,000 shares of the Company's authorized but unissued common
stock, $.01 par value per share (the "Common Stock"), issuable pursuant to stock
options granted pursuant to the Company's 1997 Performance Bonus Plan (the
"Plan"). It is our opinion that shares of Common Stock issuable under the Plan,
when issued upon exercise of and in accordance with the terms of stock options
outstanding or to be granted under the Plan, will be validly issued, fully paid
and non-assessable.
We hereby consent to the use of this opinion in the above referenced
Registration Statement. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/S/ Greenberg Traurig Hoffman
Lipoff Rosen & Quentel, P.A.
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 the Registration
Statement on Form S-8 of our report dated November 10, 1997, related to the
consolidated financial statements and schedule of Engle Homes, Inc. appearing in
the Company's Annual Report on Form 10-K/A for the year ended October 31, 1997.
Miami, Florida BDO SEIDMAN, LLP
July 14, 1998
