sv8
As filed with the Securities and Exchange Commission on July 16, 2010
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KB HOME
(Exact name of registrant as specified in its charter)
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Delaware
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95-3666267 |
(State or other jurisdiction of
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(I.R.S. Employer Identification Number) |
incorporation or organization) |
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10990 Wilshire Boulevard
Los Angeles, CA 90024
(Address, including zip code,
of Principal Executive Offices)
KB Home 401(k) Savings Plan
(Full title of the plan)
William A. Richelieu
Corporate Counsel and Assistant Corporate Secretary
KB Home
10990 Wilshire Boulevard
Los Angeles, CA 90024
(310) 231-4000
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copy to:
Michael J. OSullivan
Munger, Tolles & Olson LLP
355 South Grand Avenue
Los Angeles, California 90071
(213) 683-9100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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maximum |
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maximum |
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Amount of |
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Title of securities |
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Amount to be |
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offering price |
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aggregate offering |
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registration |
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to be registered |
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registered(1)(2) |
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per share(3) |
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price(3) |
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fee(3) |
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Common Stock, par
value $1.00 per share |
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1,000,000 shares |
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$ |
11.07 |
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11,070,000 |
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$ |
789 |
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(1) |
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Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement shall
be deemed to cover such additional shares of Common Stock as may be issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions. Also pursuant to Rule
416 under the Securities Act of 1933, this Registration Statement covers an indeterminate
amount of interests to be offered or sold pursuant to the KB Home 401(k) Savings Plan. |
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(2) |
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Each share of Common Stock includes one preferred stock purchase right issued pursuant to a
Rights Agreement, dated as of January 22, 2009, by and between the Registrant and Mellon
Investor Services LLC, as Rights Agent. The preferred stock purchase rights are not presently
exercisable and do not trade separately from the Common Stock. The preferred stock purchase
rights will be issued for no additional consideration and, therefore, no additional
registration fee is required. |
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(3) |
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Calculated pursuant to Rule 457(c) and (h) under the Securities Act of 1933 on the basis of
$11.07 per share, which was the average of the high and low prices of the Common Stock as reported
on the New York Stock Exchange on July 12, 2010. |
TABLE OF CONTENTS
EXPLANATORY NOTE
In accordance with General Instruction E of Form S-8, KB Home (the Registrant) is
registering additional shares of common stock pursuant to the KB Home 401(k) Savings Plan (the
Plan). The Registrant currently has an effective registration statement filed on Form S-8
relating to the Plan which registered securities of the same class as those being registered
herewith filed with Securities and Exchange Commission on October 27, 2005. The Registrant
incorporates by reference that registration statement on Form S-8 (File No. 333-129273), which is
made a part hereof.
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 Los Angeles, State of California, on July 15, 2010.
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KB HOME
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By: |
/s/ JEFF J. KAMINSKI
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Jeff J. Kaminski |
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Executive Vice President and Chief Financial Officer |
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Pursuant to the requirements of the Securities Act, the persons who administer the KB Home
401(k) Savings Plan have duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on July
15, 2010.
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KB HOME 401(k) SAVINGS PLAN
By: KB Home Plan Administrator
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By: |
/s/ WILLIAM R. HOLLINGER
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William R. Hollinger |
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Senior Vice President and Chief Accounting Officer |
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Each person whose signature appears below hereby constitutes and appoints each of Jeffrey T.
Mezger, Chief Executive Officer of KB Home, Jeff J. Kaminski, Chief Financial Officer of KB Home,
William R. Hollinger, Chief Accounting Officer of KB Home, and William A. Richelieu, Assistant
Corporate Secretary of KB Home, and, in each case, any of their respective successors at KB Home
(in functional position or otherwise) or designees, and each of them, jointly and severally, as his
or her true and lawful attorney-in-fact and agent with full powers of substitution and
resubstitution, for the undersigned and in the name of the undersigned, in any and all capacities,
to sign any or all amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said 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 said attorneys-in-fact and agents or
their substitute or substitutes, 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.
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Signature |
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Title |
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Date |
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/s/ JEFFREY T. MEZGER
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Director, President and Chief
Executive Officer
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July 15, 2010 |
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(principal
executive officer) |
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/s/ JEFF J. KAMINSKI
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Executive Vice President and Chief
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July 15, 2010 |
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Financial
Officer (principal financial officer) |
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/s/ WILLIAM R. HOLLINGER
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Senior Vice President and Chief
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July 15, 2010 |
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Accounting
Officer (principal accounting
officer) |
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/s/ STEPHEN F. BOLLENBACH
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Chairman of the Board and Director
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July 15, 2010 |
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/s/ TIMOTHY W. FINCHEM
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Director
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July 15, 2010 |
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Timothy W. Finchem |
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/s/ KENNETH M. JASTROW, II
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Director
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July 15, 2010 |
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Kenneth M. Jastrow, II |
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/s/ ROBERT L. JOHNSON
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Director
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July 15, 2010 |
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Robert L. Johnson |
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/s/ MELISSA LORA
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Director
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July 15, 2010 |
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Melissa Lora |
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/s/ MICHAEL G. McCAFFERY
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Director
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July 15, 2010 |
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/s/ LESLIE MOONVES
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Director
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July 15, 2010 |
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/s/ LUIS G. NOGALES
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Director
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July 15, 2010 |
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Exhibit Index
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Exhibit No. |
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Description |
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4.1
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Restated Certificate of Incorporation, as amended (filed as an exhibit to the
Registrants Current Report on Form 8-K dated April 7, 2009 and incorporated by
reference herein). |
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4.2
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By-Laws, as amended and restated on April 5, 2007 (filed as an exhibit to the
Registrants Quarterly Report on Form 10-Q for the quarter ended February 28, 2007 and
incorporated by reference herein). |
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5.1*
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Opinion of Munger, Tolles & Olson LLP. |
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23.1*
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Consent of Ernst & Young LLP. |
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23.2
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Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1). |
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24
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Power of Attorney (included on the signature page of this Registration Statement). |