form8-k.htm
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
Date of
Report (Date of earliest event reported): February 20, 2009
STANDARD
PACIFIC CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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1-10959
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33-0475989
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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26
Technology Drive
Irvine,
California
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92618
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (949) 789-1600
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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ITEM 5.02
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DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
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Departure of Executive
Officers.
In
connection with the settlement of employment related claims primarily related
to change in control agreements in place since December 2006, Clay A.
Halvorsen, the Company’s Executive Vice President, General Counsel and Secretary
and Andrew H. Parnes, the Company’s Executive Vice President and Chief Financial
Officer, resigned from their positions with the Company, effective February 20,
2009 and February 24, 2009, respectively. In accordance with
applicable law, the settlement and release agreements between the Company and
each of Mr. Halvorsen and Mr. Parnes provide the executive with a period of
seven calendar days after the date the executive signs the agreement to revoke
the agreement. Accordingly, promptly after the effective date of the
settlement and release agreements, their terms will be reported in a
subsequent Report on Form 8K.
Appointment of
Executive
Officers.
On
February 25, 2009, John P. Babel was appointed as the Company’s Senior Vice
President, General Counsel and Secretary. Prior to that, Mr. Babel
served the Company for six years in various capacities, including as the
Company’s Associate General Counsel since October 2002. Prior to
joining the Company, Mr. Babel was a senior associate at international law firm
Gibson, Dunn & Crutcher LLP. Mr. Babel is 38 years
old. In 2009, Mr. Babel will receive a base salary of $400,000 and is
eligible for a discretionary bonus. In addition, he will receive a
grant of 300,000 stock options in connection with the appointment, vesting over
four years.
On
February 25, 2009, John M. Stephens, was appointed as the Company’s Senior Vice
President and Chief Financial Officer. Prior to that, Mr. Stephens served the
Company for twelve years in various capacities, including as the Company’s
Corporate Controller since November 1996. Prior to joining the
Company, Mr. Stephens was an audit manager for an international accounting
firm. Mr. Stephens is 40 years old. In 2009, Mr. Stephens
will receive a base salary of $400,000 and is eligible for a discretionary
bonus. In addition, he will receive a grant of 300,000 stock options in
connection with the appointment, vesting over four years. Mr. Stephens
brother is an employee and tax partner at Wright Ford Young & Co., one
of the accounting firms that provides internal audit and tax services to the
Company. We anticipate that we will pay in excess of $120,000 in fees
to Wright Ford Young & Co. during 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:
February 25, 2009
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STANDARD
PACIFIC CORP.
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By:
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/s/ Kenneth
L. Campbell
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Kenneth
L. Campbell
Chief
Executive Officer and
President
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