S-8 1 mdc-20210430xsx8.htm S-8 Document

As filed with the Securities and Exchange Commission on April 30, 2021

    Registration No. 333-_________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
            
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
            
M.D.C. HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
            
Delaware84-0622967
(State of Incorporation)(I.R.S. Employer Identification No.)
            
4350 South Monaco Street, Suite 500
Denver, Colorado 80237
(Address of Principal Executive Offices)
M.D.C. Holdings, Inc. 2021 Equity Incentive Plan
(Full Title of the Plan)
Joseph H. Fretz, Esq.
Vice President, Secretary and Corporate Counsel
M.D.C. Holdings, Inc.
4350 South Monaco Street, Suite 500
Denver, Colorado 80237
(303) 773-1100
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Garth B. Jensen, Esq.
Sherman & Howard L.L.C.
633 Seventeenth Street, Suite 3000
Denver, CO 80202
(303) 297-2000
            
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated Filer
Non-Accelerated FilerSmaller Reporting Company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
            
CALCULATION OF REGISTRATION FEE

Title of Securities
to be Registered

Amount to be
Registered (1)
Proposed
Maximum Offering
Price Per Share (2)
Proposed
Maximum Aggregate
Offering Price

Amount of
Registration Fee
Common Stock, $0.01 par value3,000,000 shares$59.63$178,890,000$19,517
(1)    This Registration Statement shall also cover any additional shares of Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of common stock.
(2)    The offering price of $59.63 per share is estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of computing the amount of the registration fee and is based upon the average of the high and low prices of the Registrant’s common stock on April 29, 2021, as reported on the New York Stock Exchange.



PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by M.D.C. Holdings, Inc. (the “Company”) with the Commission are incorporated by reference into this Registration Statement:
a.The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on February 2, 2021;
b.The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, filed on April 29, 2021;
c.The Company’s Current Reports on Form 8-K filed on January 7, 2021, January 11, 2021, February 5, 2021, March 26, 2021, and April 28, 2021; and
d.The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form S-3 filed with the Commission on July 12, 2004 (File No. 333-117319), as amended by Forms S-3/A filed with the Commission on August 18, 2004, September 1, 2004 and September 7, 2004.
All reports and other documents subsequently filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered herein 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 a part hereof from the date of filing of such documents, excluding any information furnished under Item 7.01 or Item 2.02 of any Current Report on Form 8-K.
Item 8. Exhibits
Exhibit No.Description
4.1
4.2
5.1
10.1
23.1
23.2
24.1

*    Filed herewith.

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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of Denver, State of Colorado, on the 30th day of April, 2021.
M.D.C. HOLDINGS, INC.


By:    /s/ Rebecca B. Givens    
Rebecca B. Givens
Senior Vice President and General Counsel

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
             *Executive ChairmanApril 30, 2021
Larry A. Mizel(principal executive officer)
             *Director, President and Chief Executive OfficerApril 30, 2021
David D. Mandarich
/s/ Robert N. MartinSenior Vice President, Chief Financial OfficerApril 30, 2021
Robert N. Martin(principal financial officer)
/s/ Staci M. WoolseyVice President, Controller and Chief AccountingApril 30, 2021
Staci M. Woolsey
Officer (principal accounting officer)
             *DirectorApril 30, 2021
Raymond T. Baker
             *DirectorApril 30, 2021
Michael A. Berman
             *DirectorApril 30, 2021
David E. Blackford
             *DirectorApril 30, 2021
Herbert T. Buchwald
             *DirectorApril 30, 2021
Leslie B. Fox
             *DirectorApril 30, 2021
Courtney L. Mizel
             *DirectorApril 30, 2021
Paris G. Reece III
             *DirectorApril 30, 2021
David Siegel

*By:/s/ Joseph H. Fretz
Joseph H. Fretz, Attorney-in-Fact

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