UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 23, 2006
M.D.C. Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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1-8951 |
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84-0622967 |
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(Commission file number)
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(I.R.S. employer |
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identification no.) |
| incorporation) |
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4350 South Monaco Street, Suite 500, Denver, Colorado 80237
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (303) 773-1100
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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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT and
ITEM 8.01 OTHER EVENTS
On October 23, 2006, the Board of Directors (the “Board”) of M.D.C. Holdings, Inc. (the
“Company”) took the action set forth below.
INDEMNIFICATION AGREEMENT FORMS
FOR DIRECTORS AND OFFICERS
Previously, on June 19, 1987, the Company’s shareholders ratified indemnification agreements
entered into between the Company and the members of its Board. A copy of the form of
indemnification agreement is attached as Exhibit 10.1 (“Indemnification Agreement”) and was
previously filed as Exhibit 19.1 to the Company’s Quarterly Report on Form 10-Q dated June 30,
1987. The form of Indemnification Agreement provides for indemnification to the fullest extent
permitted by law in the event the person was, is or becomes a party, witness or other participant
in a Claim (as defined in the Indemnification Agreement) by reason of (or arising in part out of)
an Indemnifiable Event (as defined in the form of Indemnification Agreement). In seeking
shareholder ratification, the Company disclosed that similar agreements would be entered into in
the future with future directors, certain executive officers of the Company and with others and
that, if ratified, the Indemnification Agreements might subsequently be amended without again
seeking shareholder approval.
On October 23, 2006, the Board authorized the Company to enter into indemnification agreements
with Directors David E. Blackford and Michael A. Berman, in substantially the form of the
Indemnification Agreement. The Board also authorized the Company to enter into an indemnification
agreement with the Company’s Senior Vice President and General Counsel, Michael Touff, in
substantially the form of the Indemnification Agreement. A copy of the form of this
indemnification agreement is attached as Exhibit 10.2 and was previously filed as Exhibit 10.18(b)
to the Company’s Annual Report on Form 10-K for the year ended December 31, 1988.
As a result of this action, all of the members of the Board and all of the Company’s executive
officers are now parties to an indemnification agreement substantially in the form of the
respective indemnification agreements attached as exhibits.
ITEM 9.01 EXHIBITS
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Description |
Exhibit 10.1
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Form of Indemnification Agreement entered into between
the Company and members of its Board of Directors. |
Exhibit 10.2
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Form of Indemnification Agreement entered into between
the Company and certain of its officers. |
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