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As filed with the Securities and Exchange Commission on April 3, 2001
Registration No. 33-56917
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. 1992 NON-EMPLOYEE DIRECTOR EQUITY PLAN
(Full title of plan)
(Name, address and telephone
number of agent for service)
TIMOTHY J. GECKLE
THE RYLAND GROUP, INC.
24025 PARK SORRENTO, SUITE 400
CALABASAS, CALIFORNIA 91302
818-223-7500
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EXPLANATORY NOTE
The Ryland Group, Inc., a Maryland corporation (the "Registrant"), is
filing this post-effective amendment to deregister certain securities originally
registered pursuant to the Registration Statement on Form S-8 filed on December
16, 1994 (file no. 33-56917) with respect to shares of the Registrant's Common
Stock, par value $1.00 (the "Common Stock"), thereby registered for offer or
sale pursuant to The Ryland Group, Inc. 1992 Non-Employee Director Equity Plan
(the "1992 Plan"). A total of 100,000 shares were registered for issuance under
the Registrant's 1992 Plan.
The Registrant has since adopted a new non-employee director equity
plan, The Ryland Group, Inc. 2000 Non-Employee Director Equity Plan (the "2000
Plan") which replaces the 1992 Plan as of the date the shareholders approved the
2000 Plan. No future awards will be made under the 1992 Plan. According to the
terms of the 2000 Plan, shares that were available for grant under the 1992 Plan
that were not granted under the 1992 Plan are available for issuance under the
2000 Plan. The total number of shares available for grant under the 1992 Plan on
the date the Registrant's shareholders approved the 2000 Plan was 28,300 shares
(the "Carried Forward Shares"). The Carried Forward Shares are hereby
deregistered.
Contemporaneously with the filing of this Post-Effective Amendment No.
1 to the Registration Statement on Form S-8 (file no. 33-56917), the Registrant
is filing a Registration Statement on Form S-8 to register shares of Common
Stock for offer or sale pursuant to the 2000 Plan, including but not limited to
the Carried Forward Shares.
In accordance with the principles set forth in Interpretation 89 under
Section G of the Manual of Publicly Available Telephone Interpretations of the
Division of Corporation Finance of the Securities and Exchange Commission (July
1997) and Instruction E to the General Instructions to Form S-8, this
Post-Effective Amendment No. 1 is hereby filed (i) to reallocate the Carried
Forward Shares from the 1992 Plan to the 2000 Plan, and (ii) to carry over the
registration fees paid for the Carried Forward Shares from the Registration
Statement on Form S-8 filed for the 1992 Plan to the Registration Statement on
Form S-8 for the 2000 Plan that is filed contemporaneously with the filing of
this Post-Effective Amendment No. 1.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
24.0 Power of Attorney (filed herewith)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 2nd day of April, 2001.
THE RYLAND GROUP, INC.
By: /s/ Timothy J. Geckle
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Timothy J. Geckle
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, 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
- --------- ----- ----
/s/ Timothy J. Geckle As Attorney-in-Fact for April 2, 2001
- ----------------------- R. Chad Dreier
Timothy J. Geckle Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Timothy J. Geckle As Attorney-in-Fact for April 2, 2001
- ----------------------- Gordon A. Milne
Timothy J. Geckle Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ Timothy J. Geckle As Attorney-in-Fact for April 2, 2001
- ----------------------- David L. Fristoe
Timothy J. Geckle Senior Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
A majority of the Board of Directors:
R. Chad Dreier, Leslie M. Frecon, William L. Jews, William G. Kagler, Ned
Mansour, Robert E. Mellor, Norman J. Metcalfe, Charlotte St. Martin, Paul J.
Varello, John O. Wilson
/s/ Timothy J. Geckle As Attorney-in-Fact April 2, 2001
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Timothy J. Geckle