1
Registration No. 333-_____
As filed with the Securities and Exchange Commission on April 24, 1998
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PULTE CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2766606
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
33 BLOOMFIELD HILLS PARKWAY, SUITE 200 48304
BLOOMFIELD HILLS, MICHIGAN (Zip Code)
(Address of Principal Executive Offices)
PULTE HOME CORPORATION INVESTMENT SAVINGS PLUS
(Full title of the plan)
JOHN R. STOLLER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
PULTE CORPORATION
33 BLOOMFIELD HILLS PARKWAY, SUITE 200
BLOOMFIELD HILLS, MI 48304
(Name and address of agent for service)
(248) 647-2750
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
- ----------------------------------------------------------------------------------------------------------------
Common Stock (1)(2) 500,000 shares $ 49.5313 (3) $ 24,765,650.00 (3) $ 7,305.87
================================================================================================================
(1) $.01 par value per share (the "Common Stock").
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein. 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 Rule 457(c) and (h)(1) and (2) under the Securities
Act, 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 April 17, 1998.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. Annual Report of Pulte Corporation (the "Registrant") on Form 10-K
for the fiscal year ended December 31, 1997, filed with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. The description of the Registrant's Common Stock contained in Item 1
of the Registrant's Registration Statement on Form 8-A filed with the
Commission on May 17, 1983, Item 4 of the Registrant's Registration
Statement on Form 8-B filed with the Commission on May 16, 1985 and
Item 4 of the Registrant's Registration Statement on Form 8-B filed
with the Commission on December 18, 1987, each pursuant to Section 12
of the Exchange Act.
All documents subsequently filed by the Registrant or Pulte Home
Corporation Investment Savings Plus (the "Plan") pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein by reference modifies or supersedes such prior statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2
3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Sections 561-571 of the Michigan Business Corporation Act,
directors and officers of a Michigan corporation may be entitled to
indemnification by the corporation against judgments, expenses, fines and
amounts paid by the director or officer in settlement of claims brought against
them by third persons or by or in the right of the corporation if those
directors and officers acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the best interests of the corporation or its
shareholders.
The Articles of Incorporation of the Registrant provide that a director
of the Registrant shall not be personally liable to the Registrant or its
shareholders for monetary damages for breach of the director's fiduciary duty.
However, these Articles do not eliminate or limit the liability of a director
for any of the following: (i) a breach of the director's duty of loyalty to the
corporation or its shareholders; (ii) acts or omissions not in good faith or
that involve intentional misconduct or knowing violation of law; (iii) a
violation of Section 551(1) of the Michigan Business Corporation Act; (iv) a
transaction from which the director derived an improper personal benefit; or (v)
an act or omission occurring before the effective date of the Article. In
addition, the Bylaws of the Registrant generally provide that, to the fullest
extent permitted by applicable law, the Registrant shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not by or in the right of the
corporation), including a shareholders' derivative action, by reason of the fact
that he is or was a director, officer, employee or agent of the Registrant or is
or was serving at the request of the Registrant as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise.
The Registrant has obtained Directors' and Officers' liability
insurance. The policy provides for $25 million in coverage including prior acts
dating to the Registrant's inception and liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of Pulte Corporation, as amended,
incorporated by reference to Exhibit 19(a) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1988
4.2 Bylaws of Pulte Corporation incorporated by reference to
Exhibit 3(b) to the Registrant's Registration Statement on
Form S-4, Registration No. 33-17223
4.3 Pulte Home Corporation Investment Savings Plus
23.1 Consent of Ernst & Young L.L.P.
3
4
24 Power of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration Statement)
The undersigned Registrant hereby undertakes that it has submitted or will
submit the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement;
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on
Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
4
5
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
5
6
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 Bloomfield Hills, State of Michigan, on April 24,
1998.
PULTE CORPORATION
By: /s/ John R. Stoller
------------------------------------------
John R. Stoller
Vice President and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of PULTE CORPORATION, a Michigan corporation (the "Company"),
hereby constitutes and appoints Roger A. Cregg, Vincent J. Frees and John R.
Stoller, and each of them, the true and lawful attorneys-in-fact and agents of
the undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Stock, pursuant
to the Pulte Home Corporation Investment Savings Plus and any of the documents
relating to such registration statement, any and all amendments to such
registration statement, including any amendment thereto changing the amount of
securities for which registration is being sought, and any post-effective
amendment, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority; granting unto said attorneys, and
each of them, 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 in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue hereof.
6
7
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.
Signature Title Date
/s/ William J. Pulte Chairman of the Board April 15, 1998
- ---------------------------------------- of Directors
William J. Pulte
/s/ Robert K. Burgess President, Chief Executive April 17, 1998
- ---------------------------------------- Officer and Director
Robert K. Burgess (Principal Executive Officer)
/s/ Roger A. Cregg Senior Vice President and April 15, 1998
- ---------------------------------------- Chief Financial Officer
Roger A. Cregg (Principal Financial Officer)
/s/ Vincent J. Frees Vice President and Controller April 15, 1998
- ---------------------------------------- (Principal Accounting Officer)
Vincent J. Frees
/s/ Debra Kelly-Ennis Director April 10, 1998
- ----------------------------------------
Debra Kelly-Ennis
/s/ David N. McCammon Director April 8, 1998
- ----------------------------------------
David N. McCammon
/s/ Ralph L. Schlosstein Director April 15, 1998
- ----------------------------------------
Ralph L. Schlosstein
/s/ Alan E. Schwartz Director April 10, 1998
- ----------------------------------------
Alan E. Schwartz
/s/ Francis J. Sehn Director April 9, 1998
- ----------------------------------------
Francis J. Sehn
Director
- ----------------------------------------
John J. Shea
7
8
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State
of Michigan, on April 24, 1998.
PULTE HOME CORPORATION
INVESTMENT SAVINGS PLUS
By: /s/ Michael O'Brien
------------------------
Michael O'Brien
Plan Administrator
8
9
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
4.1 Articles of Incorporation of Pulte Corporation, as amended,
incorporated by reference to Exhibit 19(a) Registrant's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1988
4.2 Bylaws of Pulte Corporation, incorporated by reference to
Exhibit 3(b) to the Company's Registration Statement on
Form S-4, Registration No. 33-17223
4.3 Pulte Home Corporation Investment Savings Plus
23.1 Consent of Ernst & Young L.L.P.
24 Powers of Attorney (included after the signature of the
Registrant contained on page 6 of this Registration
Statement)
9