Registration No. 333-_____

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

KB HOME

(Exact name of registrant as specified in its charter)

Delaware		95-3666267
(State or other jurisdiction of		(I.R.S. Employer Identification Number)
incorporation or organization)

10990 Wilshire Boulevard
Los Angeles, CA 90024
(Address, including zip code,
of Principal Executive Offices)

KB Home 401(k) Savings Plan
(Full title of the plan)

William A. Richelieu
Corporate Counsel and Assistant Corporate Secretary
KB Home
10990 Wilshire Boulevard
Los Angeles, CA 90024
(310) 231-4000
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if smaller reporting company)

Proposed

Proposed

maximum

maximum

Amount of

Title of securities

Amount to be

offering price

aggregate offering

registration

to be registered

registered(1)(2)

per share(3)

price(3)

fee(3)

Common Stock, par value $1.00 per share

1,000,000 shares

$

11.07

$

11,070,000

$

789

 

 

EXPLANATORY NOTE

     In accordance with General Instruction E of Form S-8, KB Home (the “Registrant”) is registering additional shares of common stock pursuant to the KB Home 401(k) Savings Plan (the “Plan”). The Registrant currently has an effective registration statement filed on Form S-8 relating to the Plan which registered securities of the same class as those being registered herewith filed with Securities and Exchange Commission on October 27, 2005. The Registrant incorporates by reference that registration statement on Form S-8 (File No. 333-129273), which is made a part hereof.

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 Los Angeles, State of California, on July 15, 2010.

     Pursuant to the requirements of the Securities Act, the persons who administer the KB Home 401(k) Savings Plan have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on July 15, 2010.

     Each person whose signature appears below hereby constitutes and appoints each of Jeffrey T. Mezger, Chief Executive Officer of KB Home, Jeff J. Kaminski, Chief Financial Officer of KB Home, William R. Hollinger, Chief Accounting Officer of KB Home, and William A. Richelieu, Assistant Corporate Secretary of KB Home, and, in each case, any of their respective successors at KB Home (in functional position or otherwise) or designees, and each of them, jointly and severally, as his or her true and lawful attorney-in-fact and agent with full powers of substitution and resubstitution, for the undersigned and in the name of the undersigned, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     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 dates indicated.

Signature		Title		Date
/s/ JEFFREY T. MEZGER		Director, President and Chief Executive Officer		July 15, 2010
Jeffrey T. Mezger		(principal executive officer)
/s/ JEFF J. KAMINSKI		Executive Vice President and Chief		July 15, 2010
Jeff J. Kaminski		Financial Officer (principal financial officer)
/s/ WILLIAM R. HOLLINGER		Senior Vice President and Chief		July 15, 2010
William R. Hollinger		Accounting Officer (principal accounting officer)
/s/ STEPHEN F. BOLLENBACH		Chairman of the Board and Director		July 15, 2010
Stephen F. Bollenbach
/s/ TIMOTHY W. FINCHEM		Director		July 15, 2010
Timothy W. Finchem
/s/ KENNETH M. JASTROW, II		Director		July 15, 2010
Kenneth M. Jastrow, II
/s/ ROBERT L. JOHNSON		Director		July 15, 2010
Robert L. Johnson
/s/ MELISSA LORA		Director		July 15, 2010
Melissa Lora
/s/ MICHAEL G. McCAFFERY		Director		July 15, 2010
Michael G. McCaffery
/s/ LESLIE MOONVES		Director		July 15, 2010
Leslie Moonves
/s/ LUIS G. NOGALES		Director		July 15, 2010
Luis G. Nogales

Exhibit Index

Exhibit No.		Description
4.1		Restated Certificate of Incorporation, as amended (filed as an exhibit to the Registrant’s Current Report on Form 8-K dated April 7, 2009 and incorporated by reference herein).
4.2		By-Laws, as amended and restated on April 5, 2007 (filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2007 and incorporated by reference herein).
5.1*		Opinion of Munger, Tolles & Olson LLP.
23.1*		Consent of Ernst & Young LLP.
23.2		Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1).
24		Power of Attorney (included on the signature page of this Registration Statement).