<PAGE>
As filed with the Securities and Exchange Commission on July __, 1999
Registration No. 333-________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WEITZER HOMEBUILDERS INCORPORATED
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 65-0502494
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14505 Commerce Way, Suite 400, Miami Lakes, Florida 33015
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Director and Employee Stock Option Contracts
(Full title of the plan)
Harry Weitzer, President
Weitzer Homebuilders Incorporated,
14505 Commerce Way, Suite 400, Miami Lakes, Florida 33015
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(305) 819-4663
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Proposed maximum
Title of securities Amount to be offering price Proposed maximum Amount of
to be registered registered (1) per unit (1) aggregate offering registration
share price (1) fee (1)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock 450,000(2) shares $1.75 $787,500 $232.31
($.01 par value)
- --------------------------------------------------------------------------------------------------------------------
Class A Common Stock 150,000(2) shares $7.80 $1,170,000 $345.15
($.01 par value)
- --------------------------------------------------------------------------------------------------------------------
Class A Common Stock 24,500 (2) shares $1.84 $45,080 $13.30
($.01 par value)
- --------------------------------------------------------------------------------------------------------------------
TOTAL $2,002,580 $590.76
========== =======
</TABLE>
(1) Pursuant to Rule 416(c), promulgated under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
securities to be offered or sold as a result of any adjustments from stock
splits, stock dividends or similar events.
(2) Represents shares of Class A Common Stock of Weitzer Homebuilders
Incorporated (the "Registrant"), issuable upon the exercise of a like
number of outstanding stock options granted to Directors and/or employees
of the Registrant.
-I-
<PAGE>
WEITZER HOMEBUILDERS INCORPORATED
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
<TABLE>
<CAPTION>
Registration Statement Caption or
Item Number and Caption Location in Prospectus
----------------------- ----------------------
<C> <S> <C>
1. Forepart of the Registration Statement Cover Page of Prospectus.
and Outside Front Cover Page of Prospectus.
2. Inside Front and Outside Back Cover Pages Inside Front and Outside Back Cover
of Prospectus. Pages of Prospectus.
3. Summary Information, Risk Factors and Ratio About Our Company, Description
of Earnings to Fixed Charges. of Options, Risk Factors.
4. Use of Proceeds. Use of Proceeds.
5. Determination of Offering Price. Not Applicable.
6. Dilution. Not Applicable.
7. Selling Security Holders. Selling Shareholders.
8. Plan of Distribution. Selling Shareholders, Plan of Distribution.
9. Description of Securities to be Registered. Description of Options.
10. Interests of Named Experts and Counsel. Legal Opinion.
11. Material Changes. Not Applicable.
12. Incorporation of Certain Information by Incorporation of Certain Documents
Reference. by Reference.
13. Disclosure of Commission Position on Indemnification of Directors and Officers;
Indemnification for Securities Act Undertakings.
Liabilities.
14. Indemnification of Directors and Officers. Indemnification of Directors and Officers.
15. Exemption from Registration Claimed. Exemption from Registration Claimed.
16. Exhibits. Exhibits.
17. Undertakings. Undertakings.
</TABLE>
-II-
<PAGE>
PROSPECTUS
624,500 SHARES
WEITZER HOMEBUILDERS INCORPORATED
CLASS A COMMON STOCK
($.01 PAR VALUE)
This Prospectus provides information regarding the registration of up to
624,500 shares of Class A Common Stock (the "Shares"), of Weitzer Homebuilders
Incorporated, a Florida corporation (the "Company" or the "Registrant"),
issuable upon the exercise of stock options granted. This Prospectus covers the
issuance of the shares upon exercise of the options and the resale of such
Shares by the selling shareholders subsequent to such exercise.
We will pay all costs and expenses incurred in connection with the
registration of the aggregate 624,500 Shares. The selling shareholders will pay
the costs associated with any subsequent sale of the Shares, issuable upon
exercise of the options, including any concessions, commissions, fees and
applicable transfer taxes.
Our Common Stock is listed on the over-the-counter Bulletin Board ("OTC"),
under the symbol "WTZRA." On July 28, 1999, the last reported sales price of the
Class A Common Stock was $2.375 per share.
--------------------
AN INVESTMENT IN THE SECURITIES OFFERED BY THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 4.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR ANY STATE
SECURITIES COMMISSION HAS DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ABOUT THE COMPANY THAT DIFFERS FROM, OR ADDS TO, THE INFORMATION
IN THIS PROSPECTUS OR IN OUR DOCUMENTS THAT ARE PUBLICLY FILED WITH THE SEC.
ACCORDINGLY, IF ANYONE DOES GIVE YOU DIFFERENT OR ADDITIONAL INFORMATION YOU
SHOULD NOT RELY ON IT.
IF YOU ARE IN A JURISDICTION WHERE IT IS UNLAWFUL TO BUY THE SECURITIES
OFFERED BY THE PROSPECTUS, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO
DIRECT SUCH ACTIVITIES, THEN THE OFFER PRESENTED BY THIS PROSPECTUS DOES NOT
EXTEND TO YOU.
-III-
<PAGE>
THE INFORMATION IN THIS PROSPECTUS SPEAKS ONLY AS OF THE ITS DATE UNLESS
THE INFORMATION SPECIFICALLY INDICATES THAT ANOTHER DATE APPLIES.
-------------------
The date of this Prospectus is July 28, 1999
-IV-
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by us with the SEC, are
incorporated herein by reference:
1. Our Quarterly Report on Form 10-Q for quarterly period ended March 31,
1999.
2. Our Annual Report on Form 10-K for the fiscal year ended September 30,
1998.
3. Our Current Report on Form 8-K, detailing our transaction with Century
Partners Group, Ltd., dated June 22, 1999.
4. All other reports filed by us pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act").
5. The description of our Common Stock contained in Registration
Statements filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and before the termination of
the offering covered hereby will be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained in this
Prospectus or any subsequently filed document that also is or is deemed to be
incorporated by reference modifies or replaces such statement.
You may obtain, without charge, a copy of any or all of the documents
incorporated by reference, other than exhibits to such documents not
specifically incorporated by reference above, by making an oral or written
request to us. Requests for such documents may be directed to us at 14505
Commerce Way, Suite 400, Miami Lakes, Florida 33016, Attention: Corporate
Secretary.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Exchange Act, and,
in accordance therewith, file reports and other information with the SEC. These
reports, proxy and information statements and other information filed by us with
the SEC pursuant to the informational requirements of the Exchange Act may be
inspected and copied at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional
Offices of the SEC: New York Regional Office, Seven World Trade Center, Room
1400, New York, New York 10048; and Chicago Regional Office, Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60604. Copies of such
material may be obtained from the public reference section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
-V-
<PAGE>
The SEC also maintains a site on the World Wide Web at http://www.sec.gov that
contains reports, proxy and other information regarding registrants that file
electronically with the SEC. The shares of Class A Common Stock are traded on
the OTC under the symbol "WTZRA."
Contemporaneously herewith, we have filed with the SEC a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the Shares offered hereby (including all
amendments and supplements thereto, the "Registration Statement"). This
Prospectus, which forms part of the Registration Statement, does not contain all
of the information set forth in the Registration Statement, certain parts of
which have been omitted in accordance with the rules and regulations of the SEC.
Statements contained herein concerning the provisions of certain documents are
not necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the SEC. Each such statement is qualified in its entirety by such
reference. The Registration Statement and the exhibits thereto can be inspected
and copied at the public reference facilities and regional offices of the SEC.
ABOUT OUR COMPANY
We are engaged, through our subsidiaries, primarily in the design,
construction and sale of single-family homes and townhomes in the Miami-Dade and
Broward counties located in Southeast Florida. We offer a wide variety of
moderately priced homes that are designed to appeal to the entry level and
first-time move-up buyers.
DESCRIPTION OF OPTIONS
We have awarded options to purchase Shares of Class Common Stock, from time
to time, to certain employees, including certain Directors of the Company. All
the options were issued pursuant to stock option contracts, which the Company
executed. This Prospectus covers those Shares issuable upon exercise of the
options, and would permit the holder of such Shares to re-sell those Shares in
accordance with the Plan of Distribution described in this Prospectus.
RISK FACTORS
An investment in the Shares of Class A Common Stock offered hereby involves
a high degree of risk. Prospective investors should consider carefully the
following risk factors, as well as the other information set forth in the
Prospectus, in connection with an investment in the Class A Common Stock offered
hereby.
General Real Estate, Economic and Other Conditions. The homebuilding
industry is cyclical and affected by changes in general and local economic
conditions, including availability of financing, inflation, interest rates and
employment levels, consumer confidence and housing demand. A significant
increase in prevailing interest rates may result in a decrease in demand for
homes or in cancellations of sales contracts, including contracts with respect
to homes included in our backlog,
-VI-
<PAGE>
and could have a material adverse effect on us. Although we have not experienced
a sharp decline in the demand for homes, increases in interest rates could
result in such a decline. In addition, homebuilders are subject to various risks
such as competitive overbuilding, availability and cost of land, materials and
qualified labor, construction delays, cost overruns, environmental risks, lack
of infrastructure (e.g., roads, water, sewage facilities and utilities),
government regulation and increases in real estate taxes and other local
government fees.
Financing and Leverage. In general, homebuilders are subject to significant
up-front expenditures for land development and construction costs and therefore
requires substantial equity or debt financing. At June 30, 1999, we had
borrowings from banks and third parties aggregating approximately $27 million.
In addition, we will require additional financing for future planned projects.
The ability to make principal and interest payments on the indebtedness will be
dependent on future operations which may be affected by financial, economic and
other factors beyond our control, and there can be no assurance that the current
level of operations will continue or that we will be able to make principal and
interest payments when due.
At June 30, 1999, we had an aggregate of approximately $21 million of
available credit under our acquisition, development and construction loans,
which we may use to finance the construction and development of homes at various
projects. The availability of borrowed funds, especially for the acquisition of
land, has been reduced significantly in recent years, and there can be no
assurance that any such additional financing will be available to us or, if
available, be on favorable terms.
Availability of Mortgage Financing; Customer Financing. The ability to sell
homes is dependent upon the availability and cost of mortgage financing to
homebuyers. Most of our buyers finance their purchases through Federal Housing
Administration ("FHA") insured or Veterans Administration ("VA") guaranteed
mortgages or through mortgages provided by savings and loan associations and
other conventional sources. There is no assurance that the federal mortgage
programs will be continued in their present form, if at all. Even if financing
is available, increases in home mortgage interest rates may make permanent
mortgage financing less affordable to our customers. We could be materially
adversely affected if mortgage financing from traditional sources does not
remain readily available or interest rates or other financing costs become
unattractive to home buyers.
Government Regulation; Building Moratoriums. We are subject to Federal,
state and local laws, ordinances and regulations concerning, among other things,
environmental matters, zoning, building design and density levels. In developing
a project and building homes, we must obtain the approval of numerous
governmental authorities. Environmental laws and regulations, among other
things, may result in delays, cause us to incur substantial compliance, costs,
and can prohibit or severely restrict homebuilding activities in certain
environmentally sensitive regions. Several governmental authorities have imposed
impact fees as a means of defraying the cost of providing certain government
services to developing areas, which fees have increased significantly during
recent years.
-VII-
<PAGE>
Competition. The homebuilding industry is highly competitive and
fragmented. Homebuilders compete for desirable properties, financing, raw
materials and skilled labor, as well as for the sale of their homes. We compete
with a significant number of national, regional and local homebuilding
companies, many of which have substantially greater financial, marketing, sales
and other resources than the Company. Additionally, we compete with individual
sales of existing homes and available rental housing.
Variability of Operating Results. We have experienced, and expect to
continue to experience, significant variability in sales and net income on a
quarterly basis as a result of, among other things, the stage of development of
its projects, the timing of settlements on home sales, the cyclical nature of
the homebuilding industry, changes in prevailing interest rates, changes in the
costs of materials and labor and other economic factors. Our new sales contracts
and home closings typically vary from quarter to quarter depending primarily on
the stages of development of its projects. In the early stages of a project's
development, we incur significant start-up costs associated with, among other
things, project design, land acquisition and development, zoning and permitting,
construction and marketing expenses. Since revenues are recognized only upon the
transfer of title at the closing of a sale of a home, there are no revenues
during the early stages of a project. During the later stages of a project,
however, costs are lower in relation to the revenues recognized. Accordingly,
our historical financial performance is not necessarily a meaningful indicator
of future results and, in general, Management expects that financial results
will vary significantly from period to period.
Shares Eligible for Future Sales. Sales of substantial numbers of
additional Shares of Class A Common Stock or of Class B Common Stock, or the
perception that such sales could occur, could adversely affect prevailing market
prices for the Class A Common Stock. No assistance can be given as to the effect
the sale of outstanding Shares would have on the future market price of the
Company's Common Stock.
Change-In Control/Transaction with Century Partners Group, Ltd. We had
previously announced on our Current Report on Form 8-K, dated June 22, 1999,
that we have entered into a Stock Purchase Agreement with Century Partners
Group, Ltd., pursuant to which Century Group Partners, Ltd. would become a
controlling stockholder of the Company. The Agreement, as previously announced,
is subject to numerous conditions, and accordingly, no assurance can be given
that the transactions contemplated under the Agreement would be consummated. If
consummated, however, in accordance with the terms set forth in the Agreement,
Century Group Partners, Ltd. would become a controlling stockholder of the
Company. No assurance can be given, as to the effect that such change in control
would have on the future operation or profitability or price of the Company's
Common Stock.
USE OF PROCEEDS
We may receive up to $2,002,580 in gross proceeds from the exercise of
outstanding options, which will be utilized for working capital purposes. There
can be no assurance that the option holders will exercise any or all of the
options. We will not receive any proceeds from the resale of
-VIII-
<PAGE>
any Shares underlying the options. The selling shareholders will receive all of
the net proceeds from the sale of such Shares.
SELLING SHAREHOLDERS
The shares of Common Stock being offered pursuant to this Prospectus were
or will be purchased by the selling shareholders upon their exercise of stock
options. The following table shows the names of the selling shareholders
(including whether they are Directors of the Company), the number of Shares of
Common Stock beneficially owned by each of the selling shareholders as of July
9, 1999, the number of Shares of Common Stock covered by this Prospectus and the
number and percentage of Shares of Common Stock beneficially owned by each of
the selling shareholders after the completion of the Offering:
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF NUMBER OF % OF COMMON
SHARES SHARES SHARE STOCK
BENEFICIALLY COVERED BY BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO THIS OWNED AFTER OWNED AFTER
SELLING SHAREHOLDERS OFFERING PROSPECTUS OFFERING(1) OFFERING
-------------------- -------------- ---------- ------------- ------------
<S> <C> <C> <C> <C>
Harry Weitzer, 400,000(2) 400,000 0(2) *
Chairman of the Board of
Directors, President and
Chief Executive Officer
Larry Hellring, 15,000 5,000 10,000 *
Director
Joseph B. Rose, 15,000 5,000 10,000 *
Director
Michael A. Ambrosio, 5,000(2) 5,000 0(2) *
Director
Peter Kleinerman 75,000 75,000 0 *
Harry Speizer 60,000 60,000 0 *
James Rosewater, 51,000 50,000 1,000 *
Director
Miriam Caro 1,500 1,500 0 *
Shannon Curtis 1,000 1,000 0 *
Leanne DeCoste-Arcacha 2,500 2,500 0 *
Valerie Galloway 1,000 1,000 0 *
Omaida Garcia 2,000 2,000 0 *
Lawrence Goldstein 5,000 5,000 0 *
Patrice Johnston 2,500 2,500 0 *
Margaret LaCalle 1,500 1,500 0 *
Stephen Newman 1,000 1,000 0 *
Sheryl Rice 5,000 5,000 0 *
Maria Shafer 1,500 1,500 0 *
</TABLE>
-IX-
<PAGE>
- --------------------
* Less than one percent.
(1) Assumes that all Shares offered hereby are sold
(2) Includes 1,785,714 shares of Class A Common Stock owned and 7,142,857
shares of Class A Common Stock issuable upon conversion of $4 million of
the Company's Convertible Subordinated Debentures at a conversion price of
$.56 per share owned by Chai Capital, Ltd. Among the limited partners of
Chai Capital, Ltd. ("Partnership") are Harry Weitzer and a trust ("Trust")
for the benefit of the wife of Michael Ambrosio. Mr. Ambrosio disclaims
beneficial ownership of the limited partnership interest held by the Trust.
In addition, Mr. Weitzer contributed 1.5 million shares of the Company's
Class B Common Stock owned of record by him to Chai Capital, Ltd. The
general partner of the Partnership is Chai Capital Corp. of which Messrs.
Weitzer and Ambrosio are officers and directors. Mr. Weitzer owns 49.5% and
the Trust owns 1% of the issued and outstanding shares of the capital stock
of Chai Capital Corp.
There can be no assurance that any of the selling shareholders will sell
any or all of the Shares of Common Stock registered hereunder.
PLAN OF DISTRIBUTION
Pursuant to this Prospectus, the selling shareholders, or their respective
pledgees, donees, transferees, assignees, or other successors in interest, may
sell Shares from time to time in transactions in the over-the-counter market, in
privately-negotiated transactions or by a combination of such methods of sale,
at prevailing market prices or at negotiated prices. The selling shareholders
may effectuate such transactions by selling Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the selling shareholders or from the purchasers
of the Shares.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VIII of our By-laws of Weitzer provides for indemnification of
officers, directors, agents and employees of Weitzer as follows:
Section 1. Right to Indemnification. Each person (including here and
hereinafter, the heirs, executors, administrators or estate of such person)
(1) who is or was a director or officer of the Corporation or who is or was
serving at the request of the Corporation in the position of a director,
officer, trustee, partner, agent or employee of another corporation,
partnership, joint venture, trust or other enterprise, or (2) who is or was
an agent or employee (other than an officer) of the Corporation and as to
whom the Corporation has agreed to grant such indemnity, shall be
indemnified by the Corporation as of right to the fullest extent permitted
or authorized by current or future legislation or by current or future
judicial or administrative decision (but, in the case of any future
legislation or decision, only to the extent that it permits the Corporation
to provide broader indemnification rights than permitted prior to the
legislation or decision), against all fines, liabilities, settlements,
costs and expenses, including attorneys' fees, asserted against him or
-X-
<PAGE>
incurred by him in his capacity as such director, officer, trustee,
partner, agent or employee, or arising out of his status as such director,
officer, trustee, partner, agent or employee. The foregoing right of
indemnification shall not be exclusive of other rights to which those
seeking indemnification may be entitled. The Corporation may maintain
insurance, at its expense, to protect itself and any such person against
any such fine, liability, cost or expense, including attorneys' fees,
whether or not the Corporation would have the legal power to directly
indemnify him against such liability.
Section 2. Advances. Costs, charges and expenses (including attorneys'
fees) incurred by a person referred to in Section 1 of this Article VIII in
defending a civil or criminal suit, action or proceeding may be paid (and,
in the case of directors and officers of the Corporation, shall be paid) by
the Corporation in advance of the final disposition thereof upon receipt of
an undertaking to repay all amounts advanced if it is ultimately determined
that the person is not entitled to be indemnified by the Corporation as
authorized by this Article VIII, and upon satisfaction of other conditions
established from time to time by the Board of Directors or which may be
required by current or future legislation (but, with respect to the future
legislation, only to the extent that it provides conditions less burdensome
than those previously provided).
Section 3. Savings Clause. If this Article VIII or any portion of it
is invalidated on any ground by a court of competent jurisdiction, the
Corporation shall nevertheless indemnify each director and officer of the
Corporation to the fullest extent permitted by all portions of this Article
VIII that has not been invalidated and to the fullest extent permitted by
law.
In addition, the Florida Business Corporation Act limits the liability of
Directors of corporations, except in certain prescribed instances, including
where a Director derived an improper personal benefit, either directly of
indirectly.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to Directors,
Officers and controlling persons of the Registrant pursuant to the provisions
described above, 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 Securities Act and is, therefore,
unenforceable.
-XI-
<PAGE>
LEGAL OPINION
The legality of the Shares being offered hereby is being passed upon by
Akerman, Senterfitt & Eidson, P.A., counsel to the Registrant.
-XII-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXEMPTION FROM REGISTRATION CLAIMED
All of the options were issued pursuant to an exemption from the
registration requirements under the Securities Act afforded by Section 4(2) of
such Securities Act.
EXHIBITS
5 Opinion of Akerman, Senterfitt & Eidson, P.A., as to the legality
of the Shares offered hereunder
23.1 The consent of Akerman, Senterfitt & Eidson, P.A. is included in
the opinion filed as Exhibit 5 to the Registration Statement
23.2 Consent of McKean, Paul, Chrycy, Fletcher & Co., independent
certified public accountants
23.3 Consent of PricewaterhouseCoopers, LLP, independent certified
public accountants
UNDERTAKINGS
1. The undersigned Registrant hereby undertakes to file during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement 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.
2. The undersigned Registrant hereby undertakes 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. The undersigned Registrant hereby undertakes 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.
4. 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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
-XIII-
<PAGE>
registration statement related to the securities offered therein, and the
offering of such securities at such time shall be deemed to be the initial bona
fide offering thereof.
5. 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 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.
-XIV-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Miami Lakes, State of Florida, on the 28 day of July,
1999.
WEITZER HOMEBUILDERS INCORPORATED
By: /s/ Harry Weitzer
------------------------------------
Harry Weitzer
Chairman of the Board, and Chief Executive
Officer (Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1933, this report
has been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Joseph Rose July 28, 1999
- -------------------------
Joseph Rose Director
/s/ Larry Hellring July 28, 1999
- -------------------------
Larry Hellring Director
/s/ Michael Ambrosio July 28, 1999
- -------------------------
Michael Ambrosio Director
/s/ Alan Litt July 28, 1999
- -------------------------
Alan Litt Director
-XV-
<PAGE>
EXHIBIT 5.1
LEGAL OPINION
<PAGE>
AKERMAN, SENTERFITT & EIDSON, P.A.
One Southeast Third Avenue
Suite 2800
Miami, Florida 33131
(305) 374-5600
July 28, 1999
Weitzer Homebuilders Incorporated
14505 Commerce Way
Suite 400
Miami Lakes, Florida 33015
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We are counsel to Weitzer Homebuilders Incorporated, a Florida corporation
(the "Company"), and our opinion has been requested with respect to the
inclusion of an aggregate 624,500 shares of the Company's Class A Common Stock
(the "Shares") in a Registration Statement on Form S-3, of which all of such
Shares are issuable upon exercise of outstanding stock options.
This opinion has been prepared and is to be construed in accordance with
the Report on Standards for Florida Opinions dated April 8, 1991, issued by the
Business Law Section of The Florida Bar, 46 The Business Lawyer, No. 4 (the
"Report"). The Report is incorporated by reference into this opinion.
Based upon the foregoing, it is our opinion that the Shares issuable upon
exercise of outstanding stock options have been duly authorized and when issued
upon payment therefor in accordance with the terms of the outstanding options
granted, will be validly issued, fully paid and non-assessable.
In rendering this opinion, we advise you that members of this Firm are
members of the Bar of the State of Florida, and we express no opinion herein
concerning the applicability or effect of any laws of any other jurisdiction,
except the securities laws of the United States of America referred to herein.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 relating to the Shares, as filed under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ AKERMAN, SENTERFITT & EIDSON, P.A.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8, regarding
the registration of up to 624,500 shares of Class A Common Stock, of our report
dated November 25, 1998 included in Weitzer Homebuilders Incorporated`s Form
10-K for the year ended September 30, 1998 and to all references to our Firm
included in this registration statement. It should be noted that we have not
audited any financial statements of the Company subsequent to September 30, 1998
or performed any audit procedures subsequent to the date of our report.
McKEAN, PAUL, CHRYCY, FLETCHER & CO.
Miami, Florida
July 28, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
----------------------------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 12, 1997 relating to the
financial statements, which appears in Weitzer Homebuilders Incorporated's
Annual Report on Form 10-K for the year ended September 30, 1998.
PricewaterhouseCoopers LLP
Miami, Florida
July 30, 1999
