As filed with the Securities and Exchange Commission on August 1, 2006
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-50232)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
William Lyon Homes
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 33-0864902 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
4490 Von Karman Avenue
Newport Beach, California 92660
(Address, Including Zip Code, of Principal Executive Offices)
1991 Stock Option Plan
William Lyon Homes 2000 Stock Incentive Plan
(Full title of the plans)
Wade H. Cable
Chief Operating Officer
William Lyon Homes
4490 Von Karman Avenue
Newport Beach, California 92660
(949) 833-3600
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
COPY TO:
Richard M. Sherman
Irell & Manella LLP
840 Newport Center Drive, Suite 400
Newport Beach, California 92660
(949) 760-0991
RECENT EVENTS: DEREGISTRATION
The Registration Statement on Form S-8 (Registration No. 333-50232) (the “Registration Statement”) of William Lyon Homes, a Delaware corporation (“Lyon Homes”), to which this Post-Effective Amendment No. 1 relates was filed with the Securities and Exchange Commission on November 17, 2000. The Registration Statement pertained to the registration of 1,029,912 shares of common stock, par value $0.01 per share (the “Common Stock”), of Lyon Homes for issuance by Lyon Homes (along with options to purchase 392,500 shares of Common Stock issuable by Lyon Homes), plus an additional 44,000 shares of Common Stock to be resold by a selling stockholder pursuant to a reoffer prospectus.
On July 25, 2006, WLH Acquisition Corp., a Delaware corporation, merged with and into Lyon Homes (the “Merger”). Pursuant to the Merger, each outstanding share of Common Stock (other than the shares of Common Stock owned by WLH Acquisition Corp. and Lyon Homes) was converted into the right to receive $109.00 per share in cash. The Merger became effective upon filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware on July 25, 2006 (the “Effective Time”).
As a result of the Merger, Lyon Homes has terminated all offerings of Lyon Homes Common Stock pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by Lyon Homes in the Registration Statement to remove from registration, by means of a post-effective amendment, any Common Stock which remains unsold at the termination of the offering, Lyon Homes hereby removes from registration under the Registration Statement all securities registered under the Registration Statement which remain unsold as of the Effective Time (including 404,668 shares of Common Stock and options to purchase 360,000 shares of Common Stock).
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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 Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on July 26, 2006.
| WILLIAM LYON HOMES | ||
| By: | /s/ Wade Cable | |
| Wade Cable | ||
| President and Chief Operating Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ William Lyon William Lyon | Director and Chief Executive Officer (Principal Executive Officer) | July 26, 2006 | ||
/s/ Michael D. Grubbs Michael D. Grubbs | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | July 26, 2006 | ||
/s/ W. Douglass Harris W. Douglass Harris | Vice President, Corporate Controller and Corporate Secretary (Principal Accounting Officer) | July 26, 2006 | ||
/s/ Wade Cable Wade Cable | Director, President and Chief Operating Officer | July 26, 2006 | ||
/s/ Richard Frankel Richard Frankel | Director | July 26, 2006 | ||
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Signature | Title | Date | ||
/s/ Harold H. Greene Harold H. Greene | Director | July 26, 2006 | ||
/s/ Gary H. Hunt Gary H. Hunt | Director | July 26, 2006 | ||
/s/ Arthur B. Laffer Arthur B. Laffer | Director | July 26, 2006 | ||
/s/ William H. Lyon William H. Lyon | Director, Vice President and Chief Administrative Officer | July 26, 2006 | ||
Alex Meruelo | Director | |||
Lawrence Higby | Director | |||
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