As filed with the Securities and Exchange Commission on August 29, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SUNDANCE HOMES, INC.
( Exact name of registrant as specified in its charter )
Illinois 36-3111764
(State or other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
1375 East Woodfield Road, Suite 600, Schaumburg, Illinois 60173 (847) 255-5555
(Address of Principal Executive Offices including Zip Code)
Sundance Homes, Inc. 1993 Stock Incentive Plan
Sundance Homes, Inc. 1993 Directors' Stock Option Plan
( Full title of plan)
Maurice Sanderman
1375 East Woodfield Road, Suite 600, Schaumburg, Illinois 60173 (847) 255-5555
(Name, address and telephone number of agent for service)
Copies to:
Lawrence D. Levin, Esq.
Katten Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661
(312) 902-5200
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to be maximum maximum Amount of
securities to registered offering price aggregate registration
be registered (1) per share (2) offering price (2) fee
Common Stock
($.01 par 150,000 See Footnote $ 281,875 $ 97.00
value) shares 2 below
1) Includes an indeterminate number of shares of Sundance Homes, Inc.
Common Stock that may be issuable by reason of stock splits, stock
dividends or similar transactions.
2) The amounts are based upon the exercise of options for 5,000 shares of
Sundance Homes, Inc. common stock for the price of $2.00 per share and the
exercise of options for the remaining 145,000 shares for the price of $1.875
per share, the average of high and low sales prices as reported on
The Nasdaq Stock Market's National Market on August 23, 1996, and are
used solely for the purpose of calculating the registration fee pursuant to
Rule 457 (h)(1) under the Securities Act of 1933.
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EXPLANATORY STATEMENT
This Registration Statement on Form S-8 is being filed pursuant to
General Instruction E of Form S-8 to register additional securities of the
same class as other securities for which a registration statement filed on
Form S-8 relating to the Sundance Homes, Inc. 1993 Stock Incentive Plan and
the Sundance Homes, Inc. 1993 Directors' Stock Option Plan (collectively,
the "Plans") is effective. Pursuant to General Instruction E of Form S-8,
the contents of the Company's Registration Statement on Form S-8
(Registration No. 33-96546), filed with the Securities and Exchange
Commission on September 1, 1995 and relating to the Plans, is incorporated
herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
4.1 The Sundance Homes, Inc. 1993 Stock Incentive Plan (filed as
Exhibit 10.1 to the Company's Registration Statement on Form S-
1, File Number 33-60988 (the "Form S-1"), and incorporated
herein by reference).
4.2 The Sundance Homes, Inc. 1993 Directors' Stock Option Plan
(filed as Exhibit 10.2 to the Form S-1, and incorporated herein
by reference).
4.3 Amended and Restated Articles of Incorporation of the Company
(filed as Exhibit 4.3 to the Company's Registration Statement
on Form S-8, File Number 33-96546 (the "Form S-8"), and
incorporated herein by reference).
4.4 Amended and Restated By-Laws of the Company (filed as Exhibit
4.4 to the Form S-8, and incorporated herein by reference).
4.5 First Amendment to the Sundance Homes, Inc. 1993 Stock
Incentive Plan.
4.6 First Amendment to the Sundance Homes, Inc. 1993 Directors'
Stock Option Plan.
5 Opinion of Katten Muchin & Zavis as to the legality of the
shares of Common Stock Being offered under the Plans.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Katten Muchin & Zavis (included in its opinion filed
as Exhibit 5 herein).
24 Power of Attorney (included on the signature page of this
Registration Statement).
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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 Schaumburg, State of Illinois, on
this 29th day of August, 1996.
SUNDANCE HOMES, INC.
By: _/S/ Maurice Sanderman____
Maurice Sanderman
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Maurice Sanderman and Arthur Titus, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution, to
sign on his behalf, individually and in each capacity stated below, all
amendments and post-effective amendments to this Registration Statement on
Form S-8 and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act of 1933, granting unto said attorneys-
in-fact and agents 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 and to all intents and purposes as each might or could
do in person, hereby ratifying and confirming each act that said attorneys-
in-fact and agents may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on this 29th day of August, 1996.
SIGNATURE TITLE
Chairman of the Board, Chief Executive Officer
/S/ Maurice Sanderman (Principal Executive Officer) and Director
Maurice Sanderman
President, Chief Operating Officer and Director
/S/ Arthur Titus (Principal Financial and Accounting Officer)
Arthur Titus
/S/ Dennis Bookshester Director
Dennis Bookshester
/S/ Charles Engles Director
Charles Engles
/S/ Gerald Ginsburg Director
Gerald Ginsburg
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EXHIBIT INDEX
Exhibit Description
Number
4.1 The Sundance Homes, Inc. 1993 Stock Incentive
Plan (filed as Exhibit 10.1 to the Company's
Registration Statement on Form S-1, File Number
33-60988 (the "Form S-1"), and incorporated
herein by reference).
4.2 The Sundance Homes, Inc. 1993 Directors' Stock
Option Plan (filed as Exhibit 10.2 to the Form S-
1, and incorporated herein by reference).
4.3 Amended and Restated Articles of Incorporation of
the Company (filed as Exhibit 4.3 to the
Company's Registration Statement on Form S-8,
File Number 33-96546 (the "Form S-8"), and
incorporated herein by reference).
4.4 Amended and Restated By-Laws of the Company
(filed as Exhibit 4.4 to the Form S-8, and
incorporated herein by reference).
4.5 First Amendment to the Sundance Homes, Inc. 1993
Stock Incentive Plan.
4.6 First Amendment to the Sundance Homes, Inc. 1993
Directors' Stock Option Plan.
5 Opinion of Katten Muchin & Zavis as to the
legality of the shares of Common Stock Being
offered under the Plans.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Katten Muchin & Zavis (included in its
opinion filed as Exhibit 5 herein).
24 Power of Attorney (included on the signature page
of this Registration Statement).
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EXHIBIT 4.5
First Amendment to the
Sundance Homes, Inc.
1993 Stock Incentive Plan
RESOLVED, that the Sundance Homes, Inc. 1993 Stock Incentive Plan (the
"Plan") be and hereby is amended, subject to shareholder approval,
effective February 16, 1996, as follows:
I.
Section 4.1 hereby is amended by deleting the first sentence thereof
and inserting in its place the following sentence:
"Subject to the adjustment under Section 4.6, the total number of
shares of Common Stock reserved and available for distribution
pursuant to Awards under this Plan shall be 625,000 shares of
Common Stock authorized for issuance.
II.
In all other respects the Plan shall continue in full force and
effect.
Dated: December 2, 1995
By order of the Board of Directors,
DAVID APTER
Corporate Secretary
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EXHIBIT 4.6
First Amendment to the
Sundance Homes, Inc.
1993 Directors' Stock Option Plan
RESOLVED, that the Sundance Homes, Inc. 1993 Directors' Stock Option
Plan (the "Plan") be and hereby is amended, subject to shareholder
approval, effective February 16, 1996, as follows:
I.
Section 3(a) hereby is amended by deleting the second sentence thereof
and inserting in its place the following sentence:
"There shall be 100,000 shares of Common Stock, subject to
adjustment under Section 6(b), reserved and available for
purchase upon the exercise of Options granted under the Plan."
II.
In all other respects the Plan shall continue in full force and
effect.
Dated: December 2, 1995
By order of the Board of Directors,
DAVID APTER
Corporate Secretary
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EXHIBIT 5
August 29, 1996
Sundance Homes, Inc.
1375 East Woodfield Road
Suite 600
Schaumburg, Illinois 60173
Ladies and Gentlemen:
We have acted as counsel for Sundance Homes, Inc., an
Illinois corporation (the "Company"), in connection with the
preparation and filing of a Registration Statement on Form S-
8 (the "Registration Statement") for the registration for
sale under the Securities Act of 1933, as amended, of an
additional 150,000 shares of the Company's Common Stock,
$.01 par value (the "Common Stock"), which may be issued
pursuant to the Sundance Homes, Inc. 1993 Stock Incentive
Plan, as amended by the First Amendment to such plan, (the
"Stock Incentive Plan") and the Sundance Homes, Inc. 1993
Directors' Stock Option Plan, as amended by the First
Amendment to such plan, (the "Directors Plan").
In connection with this opinion, we have examined and
relied upon originals or copies of, certified or otherwise
identified to our satisfaction, the following:
1. The Registration Statement;
2. The Amended and Restated Articles of
Incorporation of the Company;
3. The Amended and Restated By-Laws of the
Company;
4. Resolutions duly adopted by the Board of
Directors of the Company relating to the
adoption and increase in the size of the Stock
Incentive Plan and Directors Plan;
5. The Stock Incentive Plan and Directors Plan
(collectively, the "Plans");
6. Certificates of public officials,
certificates of officers, representatives and
agents of the Company, and we have assumed that
all of the representations contained therein
are accurate and complete; and
7. Such other instruments, documents, statements
and records of the Company and others as we have
deemed relevant and necessary to examine and
rely upon for the purpose of this opinion.
In connection with this opinion, we have assumed the
accuracy and completeness of all documents and records that we
have reviewed, the genuineness of all signatures, the
authenticity of the documents submitted to us as originals and
the conformity to authentic original documents of all documents
submitted to us as certified, conformed or reproduced copies. We
have further assumed that all natural persons involved in the
transactions contemplated by the Registration Statement (the
"Offering") have sufficient legal capacity to enter into and
perform their respective obligations and to carry out their roles
in the Offering.
Based upon the foregoing, we are of the opinion that the
150,000 additional shares of Common Stock issuable under the
Plans, when issued and delivered by the Company in accordance
with the terms of the Plans, will be validly issued, fully paid
and nonassessable securities of the Company.
Our opinion expressed above is limited to the laws of the
State of Illinois, and we do not express any opinion herein
concerning any other laws. This opinion is solely for the
information of the addressee hereof and is not to be quoted in
full or in part or otherwise referred to, nor is it to be filed
with any governmental agency or any other person without our
prior written consent. This opinion is given as of the date
hereof and we assume no obligation to advise you of changes that
may hereafter be brought to our attention.
We hereby consent to the use of this opinion for filing as
Exhibit 5 to the Registration Statement.
Very truly yours,
/S/ KATTEN MUCHIN & ZAVIS
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November
22, 1995, which appears on page 23 of the 1995 Annual Report to
Shareholders of Sundance Homes, Inc. which is incorporated by
reference in Sundance Homes, Inc.'s Form 10-K for the nine months
ended September 30, 1995.
/S/ PRICE WATERHOUSE LLP
Chicago, IL
August 27, 1996
