REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LENNAR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-4337490
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
700 NORTHWEST 107TH AVENUE
MIAMI, FLORIDA 33172
(Address of Principal Executive Offices) (Zip Code)
LENNAR CORPORATION 2003 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full Title of the Plan)
BENJAMIN P. BUTTERFIELD
LENNAR CORPORATION
700 NORTHWEST 107TH AVENUE
MIAMI, FLORIDA 33172
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (305) 559-4000
COPIES TO:
DAVID W. BERNSTEIN, ESQ.
CLIFFORD CHANCE US LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee(3)
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Class A or Class B common stock, par value
$0.10 per share 5,000,000 shs. $53.30(1) $266,500,000 $15,631
Class B common stock, par value $0.10 per share 349,707 shs. $52.79(2) $ 18,461,032 $ 1,494
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c), on the basis of the average of the high and low prices
of the Class A Common Stock reported on the New York Stock Exchange Composite
Tape on April 28, 2003.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c), on the basis of the average of the high and low prices
of the Class B Common Stock reported on the New York Stock Exchange Composite
Tape on May 1, 2003.
(3) This amount is net of the filing fee of $5,928.56 paid with regard to
663,800 shares of common stock that remained unsold when the Lennar Corporation
2000 Stock Option and Restricted Stock Plan was terminated which pursuant to
Rule 457(p) is being offset against the registration fee relating to the
shares that are the subject of this registration statement.
The prospectus included in this registration statement also applies to the
shares which are the subject of registration statements Nos. 333-70212 and
333-72123.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form S-8 and Rule
428(b)(1) of the Rules under the Securities Act of 1933, as amended, the
information required by Part I of Form S-8 is included in a Booklet dated April
2003, which is distributed to the officers, employees and directors of Lennar
Corporation who hold stock options or restricted stock granted under the Lennar
Corporation 2003 Stock Option and Restricted Stock Plan, the Lennar Corporation
2000 Stock Option and Restricted Stock Plan, the Lennar Corporation 1997 Stock
Option Plan or the Lennar Corporation 1991 Stock Option Plan. This Booklet, as
it may be amended from time to time, together with the documents incorporated by
reference as described in Item 3 of Part II of this registration statement,
constitutes a Section 10(a) prospectus.
PROSPECTUS FOR RESALES
The material which follows, up to but not including the page
beginning Part II of this registration statement, constitutes a prospectus,
prepared on Form S-3, in accordance with General Instruction C to Form S-8, to
be used in connection with resales of securities acquired under the Lennar
Corporation 2003 Stock Option and Restricted Stock Plan, the Lennar Corporation
2000 Stock Option and Restricted Stock Plan, the Lennar Corporation 1997 Stock
Option Plan or the Lennar Corporation 1991 Stock Option Plan by affiliates of
Lennar Corporation, as defined in Rule 405 under the Securities Act of 1933.
PROSPECTUS
LENNAR CORPORATION
CLASS A COMMON STOCK
OR
CLASS B COMMON STOCK
(Par value $0.10 per share)
The shares of our Class A or Class B common stock to which this
prospectus relates may be offered from time to time by the people described in
this prospectus under "Selling Security Holders" on the New York Stock Exchange,
where both our Class A and Class B common stock currently is traded, on any
securities exchanges or other quotation systems on which our Class A or Class B
common stock may be traded, in the over-the-counter market or in negotiated
transactions, at prices and on terms then available. The respective selling
security holders will pay any brokerage fees or commissions relating to sales by
them. See "Method of Sale" in this prospectus. We will not receive any part of
the proceeds of any such sales. Our principal executive office is located at 700
Northwest 107th Avenue, Miami, Florida 33172 (Telephone No. (305) 559-4000).
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
We are paying the expenses of preparing and filing the registration
statement of which this prospectus is a part.
The date of this prospectus is May 5, 2003
TABLE OF CONTENTS
Page
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Incorporation by Reference ............................................................................ 2
Information We File.................................................................................... 2
Selling Security Holders .............................................................................. 3
Method of Sale......................................................................................... 3
SEC Position Regarding Indemnification................................................................. 3
INCORPORATION BY REFERENCE
We are incorporating by reference in this prospectus the following
documents which we have previously filed with the Securities and Exchange
Commission under the File Number 1-11749:
(a) our Annual Report on Form 10-K for the fiscal year ended
November 30, 2002;
(b) our Quarterly Report on Form 10-Q for the fiscal quarter ended
February 28, 2003;
(c) our Current Report on Form 8-K dated March 18, 2003;
(d) our Definitive Proxy Statement on Schedule 14A dated March 10,
2003;
(e) the descriptions of our Class A and Class B common stock
contained in our registration statements under Section 12 of
the Securities Exchange Act of 1934, as amended, as those
descriptions have been altered by amendment or reports filed
for the purpose of updating the descriptions; and
(f) all other reports we filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since November 30,
2002.
We also incorporate by reference into this prospectus all the documents
we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 after the date of this prospectus and before we file a
post-effective amendment which indicates that all the securities to which this
prospectus relates have been sold or which deregisters all those securities
which have not been sold. We will provide copies of all documents which are
incorporated by reference without charge to anyone to whom we deliver this
prospectus, who makes a written or oral request for them to Lennar Corporation,
700 Northwest 107th Avenue, Miami, Florida 33172, Attention: Office of the
General Counsel, telephone number (305) 559-4000.
INFORMATION WE FILE
We file annual, quarterly and current reports, proxy statements and
other materials with the Securities and Exchange Commission. The public can read
and copy any materials we file with the Securities and Exchange Commission at
its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
public can obtain information on the operation of the Public Reference Room by
calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities
and Exchange Commission maintains an Internet site that contains reports, proxy
and information statements and other information regarding issuers (including
us) that file electronically with the Securities and Exchange Commission. The
address of that site is http://www.sec.gov. Reports, proxy statements and
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other information we file also can be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
SELLING SECURITY HOLDERS
This prospectus relates to possible sales by our officers,
directors and employees of shares of our Class A or Class B common stock which
they acquire through exercise of options or stock appreciation rights, or as
restricted stock, granted under our 2003 Stock Option and Restricted Stock Plan,
our 2000 Stock Option and Restricted Stock Plan, our 1997 Stock Option Plan or
our 1991 Stock Option Plan. We do not know at this time who may be selling
security holders from time to time. We will provide the names of those people,
along with the number of shares of Common Stock owned, and the number of shares
which may be sold, by each of those people from time to time in supplements to
this prospectus, which we will file with the Securities and Exchange Commission
in accordance with Rule 424(b) under the Securities Act of 1933.
METHOD OF SALE
The shares offered by this prospectus may be sold on the New York Stock
Exchange, where both classes of our common stock currently are traded, in other
markets where our Class A or Class B common stock may be traded, or in
negotiated transactions. Sales will be at prices which are current when the
sales take place. Selling security holders may pay brokers' commissions. Shares
which are sold may include shares in which selling security holders have granted
security interests and which are being sold because of foreclosure of those
security interests. There is no present plan of distribution.
SEC POSITION REGARDING INDEMNIFICATION
Our certificate of incorporation provides for indemnification of
officers and directors, among other things, in instances in which they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
our best interests and in which, with respect to criminal proceedings, they had
no reasonable cause to believe their conduct was unlawful.
We have been informed that, in the opinion of the Securities and
Exchange Commission, insofar as directors, officers or other persons who control
us may become entitled under the provisions of our certificate of incorporation
to indemnification for liabilities arising under the Securities Act of 1933,
that indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
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PART II
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this registration
statement:
(a) our Annual Report on Form 10-K for the fiscal year ended
November 30, 2002;
(b) our Quarterly Report on Form 10-Q for the fiscal quarter ended
February 28, 2003;
(c) our Current Report on Form 8-K dated March 18, 2003;
(d) our Definitive Proxy Statement on Schedule 14A dated March 10,
2003;
(e) the descriptions of our Class A and Class B common stock
contained in our registration statements under Section 12 of
the Securities Exchange Act of 1934, as amended, as those
descriptions have been altered by amendment or reports filed
for the purpose of updating the descriptions; and
(f) all other reports we filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since November 30,
2002.
All documents subsequently filed by Lennar Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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, will
be deemed incorporated by reference in this registration statement and to be
part of it from the date of filing of those documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Our certificate of incorporation provides for indemnification of our directors
and officers, among other things, in instances in which they acted in good faith
and in a manner they reasonably believed to be in, or not opposed to, our best
interests, and in which, with respect to criminal proceedings, they had no
reason to believe that conduct was unlawful.
Directors and officers may also be entitled to additional indemnification under
Section 145 of the General Corporation Law of Delaware.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed with this registration statement:
Exhibit 5. Opinion of Clifford Chance US LLP.
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Exhibit 23. Consents of Experts and Counsel.
(i) Clifford Chance US LLP (attorneys) - included in
Exhibit 5
(ii) Deloitte & Touche LLP (accountants)
Exhibit 24. Power of Attorney - on signature pages.
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 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.
(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.
(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 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.
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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 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 Miami and State of Florida on this 5th day of May,
2003.
LENNAR CORPORATION
By: /s/ STUART A. MILLER
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Stuart A. Miller
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Stuart A. Miller, Bruce E. Gross, Benjamin P.
Butterfield and Diane J. Bessette his or her true and lawful attorney-in-fact
and agent, with full powers of substitution to sign for him or her and in his
or her name any or all amendments (including post-effective amendments) to the
registration statement to which this power of attorney is attached.
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(S) DATE
--------- -------- ----
/s/ Stuart A. Miller President Chief Executive May 5, 2003
------------------------------- Officer, and Director
Stuart A. Miller (Principal Executive Officer)
/s/ Bruce E. Gross Vice President and Chief Financial Officer May 5, 2003
------------------------------- (Principal Financial Officer)
Bruce E. Gross
/s/ Diane J. Bessette Vice President and Controller May 5, 2003
------------------------------- (Principal Accounting Officer)
Diane J. Bessette
/s/ Irving Bolotin Director May 5, 2003
-------------------------------
Irving Bolotin
/s/ Steven L. Gerard Director May 5, 2003
-------------------------------
Steven L. Gerard
/s/ Jonathan M. Jaffe Director May 5, 2003
-------------------------------
Jonathan M. Jaffe
/s/ R. Kirk Landon Director May 5, 2003
-------------------------------
R. Kirk Landon
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SIGNATURE TITLE(S) DATE
--------- -------- ----
/s/ Sidney Lapidus Director May 5, 2003
-------------------------------
Sidney Lapidus
/s/ Herve Ripault Director May 5, 2003
-------------------------------
Herve Ripault
/s/ Steven J. Saiontz Director May 5, 2003
-------------------------------
Steven J. Saiontz
/s/ Donna Shalala Director May 5, 2003
-------------------------------
Donna Shalala
/s/ Robert J. Strudler Vice-Chairman of the Board of Directors May 5, 2003
-------------------------------
Robert J. Strudler
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EXHIBIT INDEX
Exhibit
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Exhibit 5 Opinion of Clifford Chance US LLP
Exhibit 23 (i) Consent of Clifford Chance US LLP (attorneys) included in Exhibit 5
(ii) Consent of Deloitte & Touche LLP (accountants)
Exhibit 24 Power of Attorney - on signature pages