Form 8-A-A First Amendment to AR Rights Plan
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PulteGroup, Inc.
(Exact name of registrant as specified in its charter)
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Michigan | | 38-2766606 |
(State of incorporation or organization) | | (I.R.S. Employer Identification Number) |
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100 Bloomfield Hills Parkway, Suite 300 Bloomfield Hills, Michigan | | 48304 |
(Address of principal executive offices) | | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be so registered | | Name of each exchange on which each class is to be registered |
Series A Junior Participating Preferred Share Purchase Rights | | New York Stock Exchange |
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), check the following box: x
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), check the following box: ¨
Securities Act registration statement file number to which this form relates: N/A (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
EXPLANATORY NOTE
This Form 8-A/A is being filed to update the description of the Series A Junior Participating Preferred Share Purchase Rights (the “Rights”) of PulteGroup, Inc., a Michigan corporation (the “Company”), which were previously registered under the Securities Exchange Act of 1934 (the “Exchange Act”) pursuant to the Company’s Form 8-A filed on March 6, 2009, as amended in the Company’s Form 8-A/A filed on April 20, 2009, Form 8-A/A filed on August 18, 2009, Form 8-A/A filed on September 24, 2009 and Form 8-A/A filed on March 23, 2010 (collectively, the “Original 8-A”).
Item 1. Description of Registrant’s Securities to be Registered.
This amends the Original 8-A relating to the Rights issued under the Amended and Restated Section 382 Rights Agreement, dated as of March 18, 2010 (the “Section 382 Rights Agreement”), between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The Section 382 Rights Agreement, which is intended to protect shareholder value by attempting to protect against a possible limitation on the Company’s ability to use its net operating loss carryforwards and certain other tax benefits to reduce potential future U.S. federal income tax obligations, was scheduled to expire at the close of business on June 1, 2013.
On March 14, 2013, the Company and the rights agent entered into the First Amendment to the Section 382 Rights Agreement, which was unanimously approved by our Board of Directors and which extends the expiration date of the Section 382 Rights Agreement from June 1, 2013 to June 1, 2016 (subject to other earlier termination events, including if shareholder approval of the First Amendment to the Section 382 Rights Agreement has not been obtained by June 1, 2013).
The Rights and the Section 382 Rights Agreement are described in, and the Section 382 Rights Agreement is included as an exhibit to, the Original 8-A, and such descriptions, as amended hereby, are incorporated by reference herein. The First Amendment to the Section 382 Rights Agreement is filed as Exhibit 4(b) hereto, and is incorporated by reference herein.
Item 2. Exhibits.
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Exhibit Number | | Description of Document |
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3(a) | | Restated Articles of Incorporation, of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on August 18, 2009).
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3(b) | | Certificate of Amendment to the Articles of Incorporation, dated March 18, 2010 (Incorporated by reference to Exhibit 3(b) of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).
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3(c) | | Certificate of Amendment to the Articles of Incorporation, dated May 21, 2010 (Incorporated by reference to Exhibit 3(c) of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010). |
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3(d) | | Certificate of Designation of Series A Junior Participating Preferred Shares of PulteGroup, Inc., dated August 6, 2009 (Incorporated by reference to Exhibit 3(b) of PulteGroup, Inc.’s Registration Statement on Form 8-A/A, filed with the SEC on August 18, 2009).
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3(e) | | By-laws, as amended, of PulteGroup, Inc. (Incorporated by reference to Exhibit 3.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on April 8, 2009). |
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4(a) | | Amended and Restated Section 382 Rights Agreement, dated as of March 18, 2010, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent, which includes the Form of Rights Certificate as Exhibit B thereto. (Incorporated by reference to Exhibit 4 of PulteGroup, Inc.’s Registration Statement on Form 8-A/A, filed with the SEC on March 23, 2010).
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4(b) | | First Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 14, 2013, between PulteGroup, Inc. and Computershare Trust Company, N.A., as rights agent (Incorporated by reference to Exhibit 4.1 of PulteGroup, Inc.’s Current Report on Form 8-K, filed with the SEC on March 15, 2013). |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | | PULTEGROUP, INC. |
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Date: | March 15, 2013 | | By: | /s/ Steven M. Cook |
| | | | | Steven M. Cook |
| | | | | Senior Vice President, General Counsel and Secretary |