UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 5, 2013
AV Homes, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-07395 | 23-1739078 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) | ||
|
8601 N. Scottsdale Rd. Suite 225 Scottsdale, Arizona |
85253 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (480) 214-7400
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 5, 2013, AV Homes, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the existing Registration Rights Agreement, dated October 25, 2010, by and among the Company and certain shareholders (the “Registration Rights Agreement”).
The Amendment, which was entered into in connection with the recent filing of the Company’s universal shelf registration statement, defers certain of the Company’s obligations under the Registration Rights Agreement until the earlier of first anniversary of the Amendment or 180 days following the effectiveness of the first registration statement filed by the Company on or after the date of the Amendment.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description |
|
| 10.1 | First Amendment, dated April 5, 2013, to Registration Rights Agreement dated October 25, 2010 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AV Homes, Inc. | ||||
| Date: April 5, 2013 | By: |
/s/ Roger Cregg |
||
| Name: | Roger Cregg | |||
| Title: | Director, President, and Chief Executive Officer | |||
| (Principal Executive Officer) | ||||
Exhibit Index
|
Exhibit No. |
Description |
|
| 10.1 | First Amendment, dated April 5, 2013, to Registration Rights Agreement dated October 25, 2010 | |
Exhibit 10.1
FIRST AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT
This FIRST AMENDMENT (this “ Amendment ”) to the Registration Rights Agreement dated October 25, 2010 (the “ Agreement ”) among AV HOMES, INC. (formerly known as Avatar Holdings Inc.) (the “ Company ”) and the undersigned shareholders of the Company (the “ Majority Holders ”) is entered into as of April 5, 2013. Capitalized terms used but not defined in this Amendment will have the definitions or meanings given to them in the Agreement.
RECITALS
| A. | The Company is contemplating filing with the Securities and Exchange Commission a universal shelf registration statement on Form S-3 (the “ Registration Statement ”) covering the primary offering of securities by the Company from time to time. |
| B. | Pursuant to the Agreement, the Company granted to the Shareholders certain registration rights and other rights with respect to Registrable Securities beneficially owned by such Shareholders. |
| C. | The Company and the Majority Holders desire to amend the Agreement pursuant to Section 11(a) thereof in order to preserve for the Company maximum flexibility in meeting the Company’s financial and other needs in connection with offerings that may be undertaken by the Company under the Registration Statement. |
AGREEMENT
Accordingly, the Company and the Majority Holders agree as follows:
| 1. | The Majority Holders hereby waive on behalf of all Shareholders, all rights of the Shareholders arising under, and the performance by the Company of any of its obligations pursuant to, the Agreement, in each case prior to the date hereof. |
| 2. | The definition of “Commencement Date” in Section 1 of the Agreement is hereby amended in its entirety to read as follows: |
“ Commencement Date ” means the earlier of: (a) April 5, 2014 or (b) the date that is 180 days after the effective date of the first registration statement filed by the Company with the Securities and Exchange Commission on or after April 5, 2013.
| 3. | The parties agree that notwithstanding anything in the Agreement to the contrary, none of the rights of the Shareholders or obligations of the Company under Sections 1 through 8 of the Agreement shall take effect until the Commencement Date, as hereby amended, and the Company shall not be obligated to register any Registrable Securities until after such date. |
| 4. | This Amendment is an amendment to the Agreement, and in the event of any inconsistency, the terms of this Amendment shall prevail. Except as expressly set forth herein, all of the remaining terms and conditions of the Agreement remain in full force and effect. |
| 5. | This Amendment shall be governed and construed in accordance with the laws of the State of New York. |
| 6. | The Majority Holders represent and warrant that they hold a majority of the Registrable Securities and constitute the “Majority Holders” as defined in the Agreement. |
| 7. | This Amendment may be executed by facsimile signature and in multiple counterparts, each of which will be deemed an original, but all of which shall constitute one and the same agreement. |
[ Signature Page Follows ]
This undersigned have duly executed and delivered this Amendment as of the date first set forth above.
| COMPANY : | ||
| AV HOMES, INC. | ||
| By: |
/s/ Dave M. Gomez |
|
| Name: | Dave M. Gomez | |
| Title: | EVP & General Counsel | |
| MAJORITY HOLDERS: | ||
| JEN I, L.P. | ||
| By: | Jen Partners, LLC, its manager | |
| By: |
/s/ Reuben S. Leibowitz |
|
| Name: | Reuben S. Leibowitz | |
| Title: | Managing Member | |
| JEN RESIDENTIAL LP | ||
| By: | Jen Partners, LLC, its manager | |
| By: |
/s/ Reuben S. Leibowitz |
|
| Name: | Reuben S. Leibowitz | |
| Title: | Managing Member |
[ Signature Page to First Amendment to AV Homes Registration Rights Agreement ]