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Form S-8 M.D.C. HOLDINGS, INC.

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April 30, 2021 3:58 PM EDT

As filed with the Securities and Exchange Commission on April 30, 2021

    Registration No. 333-_________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
            
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
            
M.D.C. HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
            
Delaware84-0622967
(State of Incorporation)(I.R.S. Employer Identification No.)
            
4350 South Monaco Street, Suite 500
Denver, Colorado 80237
(Address of Principal Executive Offices)
M.D.C. Holdings, Inc. 2021 Equity Incentive Plan
(Full Title of the Plan)
Joseph H. Fretz, Esq.
Vice President, Secretary and Corporate Counsel
M.D.C. Holdings, Inc.
4350 South Monaco Street, Suite 500
Denver, Colorado 80237
(303) 773-1100
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Garth B. Jensen, Esq.
Sherman & Howard L.L.C.
633 Seventeenth Street, Suite 3000
Denver, CO 80202
(303) 297-2000
            
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer☒Accelerated Filer☐
Non-Accelerated Filer☐Smaller Reporting Company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
            
CALCULATION OF REGISTRATION FEE

Title of Securities
to be Registered
Amount to be
Registered (1)		Proposed
Maximum Offering
Price Per Share (2)		Proposed
Maximum Aggregate
Offering Price
Amount of
Registration Fee
Common Stock, $0.01 par value3,000,000 shares$59.63$178,890,000$19,517
(1)    This Registration Statement shall also cover any additional shares of Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of common stock.
(2)    The offering price of $59.63 per share is estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of computing the amount of the registration fee and is based upon the average of the high and low prices of the Registrant’s common stock on April 29, 2021, as reported on the New York Stock Exchange.


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by M.D.C. Holdings, Inc. (the “Company”) with the Commission are incorporated by reference into this Registration Statement:
a.The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on February 2, 2021;
b.The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, filed on April 29, 2021;
c.The Company’s Current Reports on Form 8-K filed on January 7, 2021, January 11, 2021, February 5, 2021, March 26, 2021, and April 28, 2021; and
d.The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form S-3 filed with the Commission on July 12, 2004 (File No. 333-117319), as amended by Forms S-3/A filed with the Commission on August 18, 2004, September 1, 2004 and September 7, 2004.
All reports and other documents subsequently filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, excluding any information furnished under Item 7.01 or Item 2.02 of any Current Report on Form 8-K.
Item 8. Exhibits
Exhibit No.Description
4.1
4.2
5.1
10.1
23.1
23.2
24.1

*    Filed herewith.

II-1


SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of Denver, State of Colorado, on the 30th day of April, 2021.
M.D.C. HOLDINGS, INC.


By:    /s/ Rebecca B. Givens    
Rebecca B. Givens
Senior Vice President and General Counsel

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
             *Executive ChairmanApril 30, 2021
Larry A. Mizel(principal executive officer)
             *Director, President and Chief Executive OfficerApril 30, 2021
David D. Mandarich
/s/ Robert N. MartinSenior Vice President, Chief Financial OfficerApril 30, 2021
Robert N. Martin(principal financial officer)
/s/ Staci M. WoolseyVice President, Controller and Chief AccountingApril 30, 2021
Staci M. Woolsey
Officer (principal accounting officer)
             *DirectorApril 30, 2021
Raymond T. Baker
             *DirectorApril 30, 2021
Michael A. Berman
             *DirectorApril 30, 2021
David E. Blackford
             *DirectorApril 30, 2021
Herbert T. Buchwald
             *DirectorApril 30, 2021
Leslie B. Fox
             *DirectorApril 30, 2021
Courtney L. Mizel
             *DirectorApril 30, 2021
Paris G. Reece III
             *DirectorApril 30, 2021
David Siegel

*By:/s/ Joseph H. Fretz
Joseph H. Fretz, Attorney-in-Fact

II-2

Exhibit 5.1
April 30, 2021
Board of Directors of
M.D.C. Holdings, Inc.
4350 South Monaco Street, Suite 500
Denver, Colorado 80237
Gentlemen and Ladies:
Reference is made to the registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Commission”) on or about April 30, 2021 (the “Registration Statement”) by M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), for the purpose of registering under the Securities Act of 1933, as amended (the “Act”), 3,000,000 shares of its Common Stock, $.01 par value (the “Common Stock”) which may be issued to employees of the Company and its subsidiaries in accordance with the M.D.C. Holdings, Inc. 2021 Equity Incentive Plan, as amended (the “Plan”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
I have examined the Company’s Certificate of Incorporation, as amended, and Bylaws, as amended; certain corporate records and proceedings of the Company, including actions taken by the Company’s Board of Directors in connection with the authorization and issuance of the Common Stock and related matters; and such other documents as I have deemed appropriate to render this opinion.
In all such examinations, I have assumed, without independent investigation or inquiry, the legal capacity of all natural persons executing documents, the genuineness of all signatures on original or certified copies, the authenticity of all original or certified copies and the conformity to original or certified documents of all copies submitted to me as conformed or reproduction copies. I have relied as to factual matters upon and have assumed the accuracy of, statements or information of or from public officials and officers and representatives of the Company.
Based upon the foregoing, and the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that the Common Stock, when issued and delivered by the Company as contemplated in the Registration Statement and pursuant to the Plan, will be validly issued (subject to compliance with applicable federal and state securities laws), fully paid and non-assessable.


Board of Directors of
M.D.C. Holdings, Inc.
April 30, 2021
Page 2


The opinions expressed herein are limited to the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws), and I do not express any opinion concerning any other law.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
I do not express an opinion on any matters other than those expressly set forth in this letter. The opinions expressed herein are rendered as of the date hereof. I do not undertake to advise you of matters that may come to my attention subsequent to the date hereof and that may affect the opinion expressed herein, including without limitation, future changes in applicable law. This letter is my opinion as to certain legal conclusions as specifically set forth herein and is not and should not be deemed to be a representation or opinion as to any factual matters.
Sincerely,

/s/ Joseph H. Fretz

Joseph H. Fretz
Vice President, Secretary and Corporate Counsel


Exhibit 23.1
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2021 Equity Incentive Plan of M.D.C. Holdings, Inc. of our reports dated February 2, 2021, with respect to the consolidated financial statements of M.D.C. Holdings, Inc. and the effectiveness of internal control over financial reporting of M.D.C. Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Denver, Colorado

April 30, 2021

Exhibit 24.1
POWER OF ATTORNEY

[Excerpts from Unanimous Written Consent of the Board of Directors of M.D.C. Holdings, Inc. (the “Company”) as of April 27, 2021]

WHEREAS, at the Company’s Annual Meeting held on April 26, 2021, the Company’s shareholders approved the 2021 Equity Incentive Plan under which 3,000,000 shares are authorized for issuance in connection with the grant of non-qualified stock options, restricted stock, and other awards to selected employees of the Company; and
WHEREAS, the Company has determined it to be in its best interests to register the 3,000,000 newly authorized shares of the Company's common stock (the “Shares”) issuable in connection with awards to be granted pursuant to the 2021 Equity Incentive Plan under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 as prescribed by the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder;
FURTHER RESOLVED, that the officers of the Company, are authorized and directed to prepare a registration statement on Form S-8, together with all exhibits thereto (the "Registration Statement"), with respect to the offering of the Shares of common stock of the Company under the 2021 Equity Incentive Plan; and
FURTHER RESOLVED, that the Board hereby approves the execution of a power of attorney by each officer and director required to execute the Registration Statement or any amendments thereto (whether on behalf of the Company or as an officer or director thereof or by attesting the seal of the corporation or otherwise) appointing Robert N. Martin, Rebecca B. Givens or Joseph H. Fretz, or any of them, as the true and lawful attorney and agent to execute in their name, place and stead, in any capacity, such Registration Statement or amendments thereto and any and all instruments necessary to or in connection therewith, to attest the seal of the Company thereon, and to file the same with the Commission, such attorney and agent to have power to act and to have full power and authority to do and perform in the name and on behalf of each of said officers and directors every act whatsoever necessary or advisable to be done as fully and to all intents and purposes as any such officers or directors might or could do in person.



SignatureDate
/s/ Larry A. MizelApril 27, 2021
Larry A. Mizel
/s/ David D. MandarichApril 27, 2021
David D. Mandarich
/s/ Raymond T. BakerApril 27, 2021
Raymond T. Baker
/s/ Michael A. BermanApril 27, 2021
Michael A. Berman
/s/ David E. BlackfordApril 27, 2021
David E. Blackford
/s/ Herbert T. BuchwaldApril 27, 2021
Herbert T. Buchwald
/s/ Leslie B. FoxApril 27, 2021
Leslie B. Fox
/s/ Courtney L. MizelApril 27, 2021
Courtney L. Mizel
/s/ Paris G. Reece IIIApril 27, 2021
Paris G. Reece III
/s/ David SiegelApril 27, 2021
David Siegel

2


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