As filed with the Securities and Exchange Commission on May 1, 2008
Registration No. 333-150465
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
THE RYLAND GROUP, INC.
(Exact name of registrant as specified in its charter)
Maryland | | 52-0849948 |
(State or other jurisdiction of | | (I.R.S. Employer Identification No.) |
incorporation or organization) | | |
| | |
24025 Park Sorrento | | |
Suite 400 | | |
Calabasas, California | | 91302 |
(Address of principal executive offices) | | (Zip Code) |
THE RYLAND GROUP, INC. 2008 EQUITY INCENTIVE PLAN
(Full title of plan)
Timothy J. Geckle
Senior Vice President, General Counsel and Secretary
The Ryland Group, Inc.
24025 Park Sorrento, Suite 400
Calabasas, California 91302
818-223-7500
(Name, address and telephone
number of agent for service)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one:)
Large accelerated filer x | | Accelerated filer o | | Non-accelerated filer o | | Smaller reporting company o | |
| | | | (Do not check if a smaller | | | |
| | | | reporting company) | | | |
EXPLANATORY NOTE
The Ryland Group, Inc., a Maryland corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to Form S-8 to correct typographical errors in the consent of Ernst & Young LLP, the Registrant’s independent registered public accounting firm originally attached as Exhibit 23.2 to the Registration Statement on Form S-8 filed on April 25, 2008. This Post-Effective Amendment does not otherwise update or amend any exhibits to or disclosure set forth in the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
A list of exhibits is set forth on the Exhibit Index which immediately precedes the exhibits and which is incorporated by reference herein.
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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 this Post-Effective Amendment No. 1 to 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 Calabasas, State of California, on the 1st day of May, 2008.
| THE RYLAND GROUP, INC. |
| | |
| | |
| | |
| By: | /s/ Timothy J. Geckle |
| | Timothy J. Geckle |
| | Senior Vice President, General Counsel and |
| | Secretary |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
Signature | | Title | | | Date |
| | | | |
| | | | |
| | R. Chad Dreier | | May 1, 2008 |
/s/ R. Chad Dreier | | Chairman of the Board, President and | | |
R. Chad Dreier | | Chief Executive Officer | | |
| | (Principal Executive Officer) | | |
| | | | |
| | Gordon A. Milne | | May 1, 2008 |
/s/ Gordon A. Milne | | Executive Vice President and | | |
Gordon A. Milne | | Chief Financial Officer | | |
| | (Principal Financial Officer) | | |
| | | | |
| | David L. Fristoe | | May 1, 2008 |
/s/ David L. Fristoe | | Senior Vice President, Controller and | | |
David L. Fristoe | | Chief Accounting Officer | | |
| | (Principal Accounting Officer) | | |
| | | | |
A majority of the Board of Directors: | | | | |
| | | | |
Leslie M. Frécon, Roland A. Hernandez, William L. Jews, Ned Mansour, Robert E. Mellor, Norman J. Metcalfe and Charlotte St. Martin |
|
/s/ Timothy J. Geckle | | As Attorney-in-Fact | | May 1, 2008 |
Timothy J. Geckle | | | | |
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EXHIBIT INDEX
EXHIBIT
NUMBER | | DESCRIPTION |
4.1 | | The Ryland Group, Inc. Articles of Restatement (incorporated by reference from Form 10-Q for the quarter ended March 31, 2005) |
| | |
4.2 | | By-laws of The Ryland Group, Inc., as amended (incorporated by reference from Form 10-K for the year ended December 31, 1996) |
| | |
5.1** | | Opinion of Timothy J. Geckle, counsel for The Ryland Group, Inc., regarding the legal validity of the shares of Common Stock being registered for issuance under the Plan |
| | |
10.1** | | The Ryland Group, Inc. 2008 Equity Incentive Plan |
| | |
23.1** | | Consent of Counsel (contained in Exhibit 5.1) |
| | |
23.2* | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm |
| | |
24.1** | | Powers of Attorney |
------------
* Filed herewith.
** Previously filed
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