Michigan | 38-2766606 | |
(State or other jurisdiction of Incorporation or organization) |
(IRS Employer Identification No.) |
100 Bloomfield Hills Parkway, Suite 300 Bloomfield Hills, Michigan |
48304 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Proposed | Proposed | |||||||||||||
Title of | maximum | maximum | ||||||||||||
securities | Amount | offering | aggregate | Amount of | ||||||||||
to be | to be | price | offering | registration | ||||||||||
registered | registered | per share | price | fee | ||||||||||
Common Stock (1)
|
10,000,000 shares (2) | $12.18 (3) | $121,800,000 | $6,796.44 | ||||||||||
Pulte Series A
Junior
Participating
Preferred Share
Purchase Rights
|
(4) | (4) | (4) | (4) | ||||||||||
(1) | Common stock, $0.01 par value per share, offered by the Registrant pursuant to the Pulte Homes, Inc. 2004 Stock Incentive Plan. | |
(2) | This Registration Statement shall also cover any additional shares of Common Stock which become available for grant under the plan by reason of any stock dividend, stock split, recapitalization or similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of Common Stock. | |
(3) | Calculated pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, as amended, solely for the purpose of computing the registration fee and, based on the average of the high and low prices of the Common Stock as traded on The New York Stock Exchange on August 17, 2009. | |
(4) | The Pulte Series A Junior Participating Preferred Share Purchase Rights are initially carried with Pulte common stock. The value attributable to such rights, if any, is reflected in the market price of Pulte common stock. |
(a) | The Companys Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission (the Commission) on February 26, 2009; | ||
(b) | The Companys Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, filed with the Commission on May 8, 2009, and June 30, 2009, filed with the Commission on August 7, 2009; | ||
(c) | The Companys Current Reports on Form 8-K, filed with the Commission on February 9, 2009, February 11, 2009, March 6, 2009, April 8, 2009, April 10, 2009, May 19, 2009, May 20, 2009, June 26, 2009, August 6, 2009 and August 18, 2009 (other than with respect to information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01); | ||
(d) | The description of the Companys Common Stock contained in Item 1 of the Companys Registration Statement on Form 8-A filed with the Commission on May 17, 1983, Item 4 of the Companys Registration Statement on Form 8-B filed with the Commission on May 16, 1985 and Item 4 of the Companys Registration Statement on Form 8-B filed with the Commission on December 18, 1987, each pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act); and | ||
(e) | The description of Pulte Series A Junior Participating Preferred Share Purchase Rights contained in its Registration Statement on Form 8-A filed with the Commission on March 6, 2009, as amended and supplemented by Amendment No. 1 to such Registration Statement filed with the Commission on April 20, 2009. |
II-2
Exhibit | ||
Number | Exhibit | |
4.1
|
Conformed Articles of Incorporation of Pulte Homes, Inc., as amended (Incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed August 18, 2009) | |
4.2
|
Certificate of Designation of Series A Junior Participating Preferred Shares of Pulte Homes, Inc., dated August 18, 2009 (Incorporated by reference to Exhibit 3(b) of the Companys Form 8-A/A filed August 18, 2009) | |
4.3
|
By-laws, as amended, of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K dated April 8, 2009) | |
4.4
|
Section 382 Rights Agreement, dated as of March 5, 2009, between Pulte Homes, Inc. and Computershare Trust Company, N.A., as rights agent, which includes the Form of Rights Certificate as Exhibit B thereto (Incorporated by reference to Exhibit 4 of the Companys Form 8-A filed March 6, 2009) | |
4.5
|
First Amendment to Section 382 Rights Agreement, dated as of April 7, 2009, between Pulte Homes, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed April 10, 2009) | |
4.6
|
Pulte Homes, Inc. 2004 Stock Incentive Plan (as Amended and Restated as of July 9, 2009) | |
5.1
|
Opinion of Sidley Austin LLP as to the legality of the securities being registered | |
23.1
|
Consent of Ernst & Young LLP | |
23.2
|
Consent of Sidley Austin LLP (included in Exhibit 5.1) | |
24.1
|
Power of Attorney (included after the Companys signature contained on page II-4 of this Registration Statement) |
II-3
PULTE HOMES, INC. |
||||
By: | /s/ Steven M. Cook | |||
Steven M. Cook | ||||
Senior Vice President, General Counsel and Secretary | ||||
Signature | Title | Date | ||
/s/ Richard J. Dugas, Jr.
|
Chairman, President and Chief Executive Officer (Principal Executive Officer) | August 19, 2009 | ||
/s/ Roger A. Cregg
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | August 19, 2009 | ||
/s/ Michael J. Schweninger
|
Vice President and Controller (Principal Accounting Officer) | August 19, 2009 | ||
/s/ Timothy R. Eller
|
Vice Chairman of the Board of Directors | August 19, 2009 | ||
/s/ Brian P. Anderson
|
Member of the Board of Directors | August 19, 2009 | ||
/s/ Cheryl W. Grisé
|
Member of the Board of Directors | August 19, 2009 |
II-4
Signature | Title | Date | ||
/s/ Debra J. Kelly-Ennis
|
Member of the Board of Directors | August 19, 2009 | ||
/s/ David N. McCammon
|
Member of the Board of Directors | August 19, 2009 | ||
/s/ Clint W. Murchison, III
|
Member of the Board of Directors | August 19, 2009 | ||
/s/ Patrick J. OLeary
|
Member of the Board of Directors | August 19, 2009 | ||
/s/ James J. Postl
|
Member of the Board of Directors | August 19, 2009 | ||
/s/ William J. Pulte
|
Member of the Board of Directors | August 19, 2009 | ||
/s/ Bernard W. Reznicek
|
Member of the Board of Directors | August 19, 2009 | ||
/s/ Thomas M. Schoewe
|
Member of the Board of Directors | August 19, 2009 |
II-5
Exhibit | ||
Number | Exhibit | |
4.1
|
Conformed Articles of Incorporation of Pulte Homes, Inc., as amended (Incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed August 18, 2009) | |
4.2
|
Certificate of Designation of Series A Junior Participating Preferred Shares of Pulte Homes, Inc., dated August 18, 2009 (Incorporated by reference to Exhibit 3(b) of the Companys Form 8-A/A filed August 18, 2009) | |
4.3
|
By-laws, as amended, of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K dated April 8, 2009) | |
4.4
|
Section 382 Rights Agreement, dated as of March 5, 2009, between Pulte Homes, Inc. and Computershare Trust Company, N.A., as rights agent, which includes the Form of Rights Certificate as Exhibit B thereto (Incorporated by reference to Exhibit 4 of the Companys Form 8-A filed March 6, 2009) | |
4.5
|
First Amendment to Section 382 Rights Agreement, dated as of April 7, 2009, between Pulte Homes, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed April 10, 2009) | |
4.6
|
Pulte Homes, Inc. 2004 Stock Incentive Plan (as Amended and Restated as of July 9, 2009) | |
5.1
|
Opinion of Sidley Austin LLP as to the legality of the securities being registered | |
23.1
|
Consent of Ernst & Young LLP | |
23.2
|
Consent of Sidley Austin LLP (included in Exhibit 5.1) | |
24.1
|
Power of Attorney (included after the Companys signature contained on page II-4 this Registration Statement) |
II-6