Delaware
(State or other jurisdiction of
incorporation or organization)
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58-2086934
(I.R.S. Employer
Identification No.)
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1000 Abernathy Road, Suite 260,
Atlanta, Georgia 30328
(Address of Principal Executive Offices)(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Title of Securities
to be Registered |
Amount to
Be Registered (1)
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Proposed Maximum
Offering Price
Per Share (2)
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Proposed Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee (2)
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Common Stock, $0.001 par value per share (3)
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2,000,000 shares
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$19.22
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$38,440,000
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$4,466.73
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(1)
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Pursuant to Rule 416(b), the number of shares of Common Stock being registered shall be adjusted to include any additional securities that may become issuable in connection with, or as a result of, stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of computing the registration fee. Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the basis of $19.22 per share, which was the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on November 17, 2014.
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(3)
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Each share of Common Stock includes one preferred stock purchase right.
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•
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the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014, filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on November 13, 2014;
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•
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all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the report referenced in Item 3(a) above, including the Registrant’s Current Report on Form 8-K filed with the Commission on November 10, 2014;
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•
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the description of the Registrant’s capital stock contained in its Registration Statement on Form 8-A, filed with the Commission on January 28, 1994, including any amendment or report filed for the purpose of updating that description;
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•
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the description of the Series A Junior Participating Preferred Stock Purchase Rights contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on November 7, 2013, including any amendment or report filed for the purpose of updating the description; and
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•
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all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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, from the date of filing of such documents.
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Exhibit Number
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Description
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4.1
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Specimen Physical Common Stock Certificate of Beazer Homes USA, Inc. (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on October 12, 2012)
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4.2
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Section 382 Rights Agreement, dated as of November 6, 2013, and effective as of November 12, 2013, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on November 7, 2013)
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5.1
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Opinion of King & Spalding LLP
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23.1
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Consent of Deloitte & Touche LLP
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23.2
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Consent of King & Spalding LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included with signature page)
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99.1
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Beazer Homes USA, Inc. 2014 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 10, 2014)
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Signature
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Title
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Date
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/s/ Allan P. Merrill
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President, Chief Executive Officer and Director
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November 24, 2014
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Allan P. Merrill
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(Principal Executive Officer)
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/s/ Robert L. Salomon
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Executive Vice President and Chief Financial
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November 24, 2014
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Robert L. Salomon
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Officer (Principal Financial and Accounting Officer)
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/s/ Brian C. Beazer
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Non-Executive Chairman and Director
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November 19, 2014
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Brian C. Beazer
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/s/ Elizabeth S. Acton
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Director
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November 19, 2014
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Elizabeth S. Acton
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/s/ Laurent Alpert
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Director
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November 24, 2014
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Laurent Alpert
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/s/ Peter G. Leemputte
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Director
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November 19, 2014
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Peter G. Leemputte
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/s/ Norma A. Provencio
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Director
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November 24, 2014
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Norma A. Provencio
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/s/ Larry T. Solari
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Director
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November 19, 2014
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Larry T. Solari
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/s/ Stephen P. Zelnak, Jr.
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Director
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November 24, 2014
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Stephen P. Zelnak, Jr.
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Exhibit Number
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Description
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5.1
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Opinion of King & Spalding LLP
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23.1
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Consent of Deloitte & Touche LLP
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23.2
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Consent of King & Spalding LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included with signature page)
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King & Spalding LLP
1l80 Peachtree Street N.E.
Atlanta, Georgia 30309-3521
Phone: 404/ 572-4600
Fax: 404/572-5100
www.kslaw.com
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a.
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The Shares are duly authorized; and
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b.
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When issued pursuant to the Plan, the Shares will be validly issued, fully paid and nonassessable.
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