Form 8-K LENNAR CORP /NEW/ For: Jul 01

 

 

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

July 1, 2016

Date of Report (Date of earliest event reported)

 

 

LENNAR CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-11749		95-4337490
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

700 Northwest 107th Avenue, Miami, Florida 33172

(Address of principal executive offices) (Zip Code)

(305) 559-4000

(Registrant’s telephone number, including area code)

 

 

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))

 

 

 

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Item 8.01 Other Events.

In connection with the vesting of restricted stock held by employees of Lennar Corporation (the “Company”), the Company may acquire from an employee a portion of the vesting restricted stock in satisfaction of the employee’s obligation to reimburse the Company for withholding taxes that it must pay when restricted stock vests. The Company may from time to time offer and sell up to a total of 1,000,000 shares of its Class A common stock, par value $0.10 per share, that it acquires from employees. Any offering and sale of those shares will be made pursuant to the Company’s registration statement on Form S-3, File No. 333-199159, and a prospectus supplement dated July 1, 2016, filed on July 1, 2016 with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. A legal opinion relating to the 1,000,000 shares is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description of Document
5.1		Opinion of Goodwin Procter LLP.

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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.

 

Date: July 1, 2016				Lennar Corporation
				By:		/s/ Bruce Gross
				Name:		Bruce Gross
				Title:		Vice President and Chief Financial Officer

Exhibit 5.1

July 1, 2016

Lennar Corporation

700 N.W. 107^th Avenue

Miami, Florida 33172

 

Re:

Registration Statement on Form S-3, File No. 333-199159

Ladies and Gentlemen:

We have acted as counsel to you in connection with your filing with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) of a Prospectus Supplement dated July 1, 2016 (the “Prospectus Supplement) under Registration Statement on Form S-3 File No. 333-199159 (as amended or supplemented, the “Registration Statement”), which was filed with the Commission , and became effective on October 23, 2014, relating to unspecified amounts of various types of securities, including Class A common stock (“Class A Common Stock”), of Lennar Corporation (the “Company”), a Delaware corporation. The Prospectus Supplement relates to up to 1,000,000 shares (the “Shares”) of Class A Common Stock, which may be offered from time to time in transactions on the New York Stock Exchange or privately negotiated transactions.

We have reviewed the resolutions of the Board of Directors of the Company authorizing sales of Shares as described in the Prospectus Supplement and such other documents, and made such examination of law, as we have deemed appropriate to give the opinion set forth below.

The opinion set forth below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law).

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and when sold as described in the Prospectus Supplement, will be validly issued, fully paid and nonassessable.

This opinion is being furnished to you for submission to the Commission as an exhibit to a Current Report on Form 8-K (the “Current Report”) which will be incorporated by reference in the Prospectus Supplement. We consent to the filing of this opinion letter as an exhibit to the Current Report and to its incorporation by reference and the reference to our firm in the Prospectus Supplement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

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