As filed with the Securities and Exchange Commission on March __, 1999
___________________________________________ Registration No. _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
WASHINGTON HOMES, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0818872
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1802 Brightseat Road
Landover, Maryland 20785-4235
(301) 772-8900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
__________________________
WASHINGTON HOMES EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
__________________________
GEATON A. DECESARIS, JR.
President and Chief Executive Officer
WASHINGTON HOMES, INC.
1802 Brightseat Road
Landover, Maryland 20785-4235
(301) 772-8900
(Name, address, including zip code, and telephone number, including area code,
of agent of service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Shares Number of Maximum Maximum Amount of
To be Registered Shares to Offering Aggregate Registration
be Price Per Offering Fee **
Registered Share * Price *
Common Stock
($.01 par value) 1,000,000** $ 6.03 $ 2,183,500 $ 607.00
*Estimated solely for the purpose of calculating the registration fee.
Based upon the exercise price of outstanding options and for the balance
upon the average of the high and low prices of the Common Stock on March
26, 1999, as reported on the New York Stock Exchange Composite Tape in
accordance with Rule 457(h)(l).
**500,000 were covered by Registration Statement No. 33-64144, which is
incorporated herein by reference, consequently the Registration fee is
calculated on the basis of 500,000 shares added by this filing in
accordance with General Instruction E of Form S-8.
On June 9, 1993 the registrant filed a registration statement on Form S-8
under the Securities Act of 1933, as amended (No. 33-64144) the contents of
which are incorporated herein by reference.
This registration statement is being filed to increase the number of
shares of Washington Homes, Inc., Common Stock ($.01 par value) registered from
500,000 to 1,000,000 shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit No. Description of Exhibit
5 Opinion and consent of Laurence R. Jaffe, General Counsel
10(a) Washington Homes, Inc. Employee Stock Option Plan (Filed as Exhibit10(f)
to Registration No. 33-52648)*
10(b) Amendment to Employee Stock Option Plan (Filed as Exhibit 10(f) (1) to
Registration No. 33-52648)*
10(c) Amendment Number 2 to Employee Stock Option Plan (Filed as Exhibit 10 (k)
to 10-K Report for year ended July 31, 1998)*
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Laurence R. Jaffe is contained in Exhibit 5.
24 Powers of Attorney.
* Incorporated herein by reference.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all 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 Landover, State of Maryland, on March 29, 1999.
WASHINGTON HOMES, INC.
By: /s/ GEATON A. DECESARIS, JR.
Geaton A. DeCesaris, Jr.
President and Chief Executive Officer
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 date indicated.
Name Title Date
President, Director and Chief
Executive Officer (Principal
/s/ GEATON A. DECESARIS, JR. Executive Officer) March 29, 1999
Geaton A. DeCesaris, Jr.
Senior Vice President and Chief
Accounting Officer (Principal
/s/ CLAYTON MILLER Accounting Officer) March 29, 1999
Clayton Miller
Senior Vice President and Chief
Financial Officer (Principal
/s/ CHRISTOPHER SPENDLEY Financial Officer) March 29, 1999
Christopher Spendley
/s/ GEATON A. DECESARIS, SR.* Director March 29, 1999
Geaton A. DeCesaris, Sr.
/s/ THOMAS CONNELLY* Director March 29, 1999
Thomas Connelly
/s/ PAUL C. SUKALO* Director March 29, 1999
Paul C. Sukalo
/s/ RICHARD FRARY* Director March 29, 1999
Richard Frary
/s/ RICHARD B. TALKIN* Director March 29, 1999
Richard B. Talkin
/s/ RONALD M. SHAPIRO* Director March 29, 1999
Ronald M. Shapiro
/s/ THOMAS J. PELLERITO* Director March 29, 1999
Thomas J. Pellerito
*By: /s/ GEATON A. DECESARIS, JR.
Geaton A. DeCesaris, Jr
Attorney-in-Fact