Delaware | 95-3666267 | |
(State or other jurisdiction of | (I.R.S. Employer Identification Number) | |
incorporation or organization) |
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 | |||||||||||||||
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement shall be deemed to cover such additional shares of Common Stock as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Also pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement covers an indeterminate amount of interests to be offered or sold pursuant to the KB Home 401(k) Savings Plan. | |
(2) | Each share of Common Stock includes one preferred stock purchase right issued pursuant to a Rights Agreement, dated as of January 22, 2009, by and between the Registrant and Mellon Investor Services LLC, as Rights Agent. The preferred stock purchase rights are not presently exercisable and do not trade separately from the Common Stock. The preferred stock purchase rights will be issued for no additional consideration and, therefore, no additional registration fee is required. | |
(3) | Calculated pursuant to Rule 457(c) and (h) under the Securities Act of 1933 on the basis of $11.07 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 July 12, 2010. |
SIGNATURES | ||||||||
Exhibit Index | ||||||||
EX-5.1 | ||||||||
EX-23.1 |
KB HOME |
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By: | /s/ JEFF J. KAMINSKI | |||
Jeff J. Kaminski | ||||
Executive Vice President and Chief Financial Officer | ||||
KB HOME 401(k) SAVINGS PLAN By: KB Home Plan Administrator |
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By: | /s/ WILLIAM R. HOLLINGER | |||
William R. Hollinger | ||||
Senior Vice President and Chief Accounting Officer | ||||
Signature | Title | Date | ||
/s/ JEFFREY T. MEZGER
|
Director, President and Chief Executive Officer | July 15, 2010 | ||
(principal executive officer) | ||||
/s/ JEFF J. KAMINSKI
|
Executive Vice President and Chief | July 15, 2010 | ||
Financial Officer (principal financial officer) | ||||
/s/ WILLIAM R. HOLLINGER
|
Senior Vice President and Chief | July 15, 2010 | ||
Accounting Officer (principal accounting officer) | ||||
/s/ STEPHEN F. BOLLENBACH
|
Chairman of the Board and Director | July 15, 2010 | ||
/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 | ||
/s/ LESLIE MOONVES
|
Director | July 15, 2010 | ||
/s/ LUIS G. NOGALES
|
Director | July 15, 2010 | ||
Exhibit No. | Description | |
4.1
|
Restated Certificate of Incorporation, as amended (filed as an exhibit to the Registrants 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 Registrants 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
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Power of Attorney (included on the signature page of this Registration Statement). |
* | Filed herewith. |