SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
KB HOME
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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95-3666267 |
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| (State of Incorporation or Organization)
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(I.R.S. Employer
Identification No.) |
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| 10990 Wilshire Boulevard, Los Angeles, California
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90024 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
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If this form relates to the
registration of a class of
securities pursuant to Section 12(b)
of the
Exchange Act and is effective
pursuant to General Instruction
A.(c), please check the following
box. þ
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If this form relates to the
registration of a class of securities
pursuant to Section 12(g) of the
Exchange Act and is effective
Pursuant to General Instruction
A.(d), please check the following
box. o |
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Securities Act registration statement file number to which this form relates:
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(If applicable) |
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be so Registered
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Name of Each Exchange on Which
Each Class is to be Registered |
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Rights to Purchase Series A Participating
Cumulative Preferred Stock
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New York Stock Exchange |
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Securities to be registered pursuant to Section 12(g) of the Act:
(Title of class)
Item 1. Description of Registrant’s Securities to be Registered
On January 22, 2009, the Board of Directors of KB Home (the “Company”) declared a dividend
distribution of one preferred share purchase right (a “Right”) for each share of Common Stock, par
value $1.00 per share (the “Common Stock”), of the Company outstanding at the close of business on
March 5, 2009 (the “Record Date”), pursuant to the terms of a Rights Agreement, dated as of January
22, 2009 (the “Rights Agreement”), by and between the Company and Mellon Investor Services LLC, as
rights agent. The Rights Agreement also provides, subject to specified exceptions and limitations,
that Common Stock issued or delivered from the Company’s treasury after the Record Date will be
entitled to and accompanied by the Rights. The Rights Agreement will take effect upon the
expiration of the preferred share purchase rights issued pursuant to the existing Rights Agreement,
dated as of February 4, 1999, as amended, by and between the Company and Mellon Investor Services
LLC, as rights agent, which is scheduled to occur at the close of business on March 5, 2009.
The Rights Agreement is intended to maximize the long-term value of the Company’s deferred tax
assets and related tax benefits. The Company’s ability to use its deferred tax assets could be
substantially reduced if the Company experiences an “ownership change” under Section 382 of the
Internal Revenue Code of 1986 (the “Code”). The calculation of an ownership change under the Code
is based on ownership changes in the Common Stock by stockholders that own, or are deemed to own,
5% or more of the Common Stock, and changes are tested within a rolling three-year period. The
Rights Agreement does not does not eliminate the possibility that an ownership change under the
Code will occur, and there can be no assurance that such an ownership change will not occur. As of
the date of this registration statement, the Company believes that such an ownership change has not
occurred.
Unless the Rights are earlier exchanged or redeemed, they will expire on March 5, 2019, or on
March 5, 2010 if the Rights Agreement has not been approved by the Company’s stockholders prior to
that date.
The rights issued pursuant to the Rights Agreement are in all respects subject to and governed
by the provisions of the Rights Agreement. Copies of the Rights Agreement are available free of
charge from the Company. The foregoing description of the Rights Agreement is qualified in its
entirety by reference to the full text of the Rights Agreement, a copy of which is incorporated
herein by this reference.
Item 2. Exhibits
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Description |
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4.1
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Rights Agreement, dated as of January 22, 2009, by and between the
Company and Mellon Investor Services LLC, as rights agent |
2