As filed
with the Securities and Exchange Commission on June 30, 2009
Registration No. 333-22167
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1
TO
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)
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| Delaware
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84-0622967 |
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(IRS Employer |
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Identification Number) |
4350 South Monaco Street, Suite 500
Denver, Colorado 80237
(303) 773-1100
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
M.D.C. Holdings, Inc. 401(k) Savings Plan
(Full title of the plan(s))
Joseph H. Fretz, Esq.
Secretary and Corporate Counsel
4350 South Monaco Street, Suite 500
Denver, Colorado 80237
(303) 773-1100
(Name, address, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Accelerated filer
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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TABLE OF CONTENTS
DEREGISTRATION
The Registration Statement on Form S-8 (Registration No. 333-22167) (the “Registration Statement”)
of M.D.C. Holdings, Inc., a Delaware corporation (“MDC”), pertaining to the registration of
1,500,000 shares of common stock, par value $0.01 per share, of MDC pursuant to the M.D.C.
Holdings, Inc. 401(k) Savings Plan (the “Plan”), to which this Post-Effective Amendment No. 1
relates, was originally filed with the Securities and Exchange Commission on February 21, 1997.
No further securities will be issued under the Registration Statement. In accordance with an
undertaking made by MDC in the Registration Statement to remove from registration, by means of a
post-effective amendment, any shares of MDC which remain unsold at the termination of the offering,
MDC hereby removes from registration all securities registered under the Registration Statement
that remain unsold.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS
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| Exhibit No. |
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Description |
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24.1
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Powers of Attorney. * |
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Incorporated herein by reference from the Registration Statement on Form S-8 of
the Company (File Number 333-22167). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 this 30th day of
June, 2009.
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M.D.C. HOLDINGS, INC.
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By: |
/s/ Joseph H. Fretz
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Joseph H. Fretz |
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Secretary and Corporate Counsel |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the date indicated.
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| Signature |
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Title |
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Date |
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Chairman of the Board of Directors
and
Chief Executive Officer
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June 30, 2009 |
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Director, President and
Chief Operating Officer
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June 30, 2009 |
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/s/ Christopher M. Anderson
Christopher M. Anderson
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Senior Vice President, Chief Financial
Officer and Principal Accounting Officer
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June 30, 2009 |
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Director
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June 30, 2009 |
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Director
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June 30, 2009 |
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Director
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June 30, 2009 |
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| * |
By: |
/s/ Michael Touff
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Michael Touff, |
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Attorney in Fact |
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