As filed with the Securities and Exchange Commission on March 11, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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D.R. HORTON, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2386963
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1901 Ascension Blvd. 76006
Suite 100 (Zip Code)
Arlington, Texas
(Address of Principal Executive Offices)
D.R. HORTON, INC. 1991 STOCK INCENTIVE PLAN
(Full title of the plan)
Charles N. Warren
Senior Vice President
and General Counsel
1901 Ascension Blvd., Suite 100
Arlington, Texas 76006
(Name and address of agent for service)
817-856-8200
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
==================================== =================== ============== ============== ============
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered Per Share (1) Offering Price Fee
(1)
- ------------------------------------ ------------------- -------------- -------------- ------------
Common Stock, $.01 par value 2,030,959 shares(2) $22.78 $46,265,246 $13,648.25
==================================== =================== ============== ============== ============
<FN>
(1) Based on the average of the high and low prices of the Common Stock of
D.R. Horton, Inc. (the "Common Stock") as reported on the New York Stock
Exchange on March 9, 1998, pursuant to Rule 457(h) under the Securities
Act of 1933 (the "Act").
(2) Represents additional shares available for issuance under the 1991 Stock
Incentive Plan. Pursuant to Rule 416(a) under the Act, includes such
indeterminate number of shares of Common Stock as may be issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
</FN>
</TABLE>
1
<PAGE>
INCORPORATION BY REFERENCE
The contents of the Registrant's Registration Statements on Form S-8
(Registration No. 33-48874 and Registration No. 333-3572) are hereby
incorporated by reference.
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference, as of their
respective dates, in this Registration Statement:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997, filed with the Securities and Exchange Commission
(the "Commission') on December 8, 1997;
(b) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997, filed with the Commission on January 27, 1998;
(c) the Registrant's Current Report on Form 8-K dated December 19, 1997,
filed with the Commission on December 24, 1997; and
(d) the description of the Registrant's Common Stock set forth in the
Registrant's Registration Statement on Form 8-A (file #1-14122),
filed with the Commission on December 7, 1995.
In addition, all documents subsequently filed by the Registrant pursuant to
Section 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 such securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Charles N. Warren, who has delivered to the Registrant a legal opinion
regarding the validity of the shares of Common Stock registered pursuant to this
Registration Statement for use in connection therewith, is Senior Vice President
and General Counsel and an Assistant Secretary of the Registrant, and holds
stock options to acquire 200,000 shares of Common Stock at an exercise price of
$9.50 per share.
Item 8. Exhibits
EXHIBIT EXHIBIT
NUMBER -------
- -------
5 - Opinion of Charles N. Warren, Senior Vice President and General Counsel
of the Registrant
23.1 - Consent of Charles N. Warren, Senior Vice President and General Counsel
of the Registrant (See Exhibit 5)
23.2 - Consent of Ernst & Young LLP
24* - Powers of Attorney
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* See page S-2 of this Registration Statement.
2
<PAGE>
SIGNATURES AND POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Arlington, State of Texas, on March 11, 1998.
D.R. HORTON, INC.
By /s/ Donald R. Horton
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Donald R. Horton
Chairman of the Board and President
S-1
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Donald R. Horton, individually,
and Donald R. Horton, David J. Keller, and Richard Beckwitt together as a group,
as his true and lawful attorney-in-fact and agent, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and 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 such attorney-in-fact and
agent, 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Donald R. Horton Chairman of the Board March 11, 1998
---------------------- and President (Principal
Donald R. Horton Executive Officer)
/s/ Richard Beckwitt Director March 11, 1998
----------------------
Richard Beckwitt
/s/ Richard I. Galland Director March 11, 1998
----------------------
Richard I. Galland
/s/ Richard L. Horton Director March 11, 1998
----------------------
Richard L. Horton
/s/ Terrill J. Horton Director March 11, 1998
---------------------
Terrill J. Horton
/s/ David J. Keller Treasurer, Chief Financial March 11, 1998
--------------------- Officer and Director
David J. Keller (Principal Accounting and
Financial Officer)
/s/ Francine I. Neff Director March 11, 1998
----------------------
Francine I. Neff
/s/ Scott J. Stone Director March 11, 1998
- ----------------------
Scott J. Stone
/s/ Donald J. Tomnitz Director March 11, 1998
----------------------
Donald J. Tomnitz
S-2
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT
NUMBER -------
- -------
5 - Opinion of Charles N. Warren, Senior Vice President and General Counsel
of the Registrant
23.1 - Consent of Charles N. Warren, Senior Vice President and General Counsel
of the Registrant (See Exhibit 5)
23.2 - Consent of Ernst & Young LLP
24* - Powers of Attorney
- ----------
* See page S-2 of this Registration Statement.
[Letterhead of D.R. Horton, Inc.]
March 11, 1998
D.R. Horton, Inc.
1901 Ascension Blvd.
Suite 100
Arlington, Texas 76006
Re: D.R. Horton, Inc. 1991 Stock Incentive Plan
Ladies and Gentlemen:
I am the Senior Vice President and General Counsel of D.R. Horton, Inc., a
Delaware corporation (the "Company"), and, as such, I am familiar with the
Company's 1991 Stock Incentive Plan (the "Plan") and the proposed issuance of up
to an additional 2,030,959 shares (the "Shares") of Common Stock, $.01 par
value, of the Company (the "Common Stock") pursuant thereto. I am also the
holder of stock options that entitle me to acquire up to 200,000 shares of
Common Stock under the Plan.
I have examined such documents, records and matters of law as I have deemed
necessary for purposes of this opinion and, based thereon, I am of the opinion
that the Shares that may be issued pursuant to the Plan and the authorized forms
of stock option agreements and other awards under the Plan will be, when issued
in accordance with the Plan and such agreements and other awards, duly
authorized, validly issued, fully paid and non-assessable.
I am licensed to practice law in the State of Texas, and I express no
opinion as to any laws other than those of such jurisdiction and the laws of the
United States of America and the General Corporation Law of the State of
Delaware.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Company with the Securities and
Exchange Commission to effect the registration of the Shares under the
Securities Act of 1933 and to the reference to me under the caption "Item 5.
Interests of Named Experts and Counsel" in such Registration Statement.
Very truly yours,
/s/ Charles N. Warren
Charles N. Warren
Senior Vice President
and General Counsel
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the D.R. Horton, Inc. 1991 Stock Incentive Plan of our
report dated November 7, 1997, with respect to the consolidated financial
statements of D.R. Horton, Inc. included in its Annual Report (Form 10-K) for
the year ended September 30, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Fort Worth, Texas
March 7, 1998
