QuickLinks -- Click here to rapidly navigate through this document
As filed with the Securities and Exchange Commission on December 14, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under the Securities Act of 1933
COMSTOCK HOMEBUILDING COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
1531 (Primary Standard Industrial Classification Code Number) |
20-1164345 (I.R.S. Employer Identification Number) |
11465 Sunset Hills Road, Suite 510
Reston, Virginia 20190
(703) 883-1700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
Christopher Clemente
Chief Executive Officer
Comstock Homebuilding Companies, Inc.
11465 Sunset Hills Road, Suite 510
Reston, Virginia 20190
(703) 883-1700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
| Stephen A. Riddick, Esq. Jason T. Simon, Esq. Greenberg Traurig, LLP 800 Connecticut Avenue, N.W. Suite 500 Washington, D.C. 20006 (202) 331-3100 |
Randall S. Parks, Esq. Gerald P. McCartin, Esq. Hunton & Williams LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 (804) 788-8200 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý 333-118193
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee(2) |
||||
|---|---|---|---|---|---|---|---|---|
| Class A common stock, par value $.01 per share | 414,000 | $16 | $6,624,000 | $780 | ||||
- (1)
- Includes
54,000 shares that the underwriters have the option to purchase from the registrant to cover over-allotments, if any.
- (2)
- The Registrant previously registered an aggregate of $75,000,000 of Class A Common Stock on a Registration Statement on Form S-1 (File No. 333-118193), for which a filing fee of $9,502.50 was paid.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.
This Registration Statement is being filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), by Comstock Homebuilding Companies, Inc. (the "Company"), pursuant to Rule 462(b) under the Act. This Registration Statement incorporated by reference the contents of the Registration Statement on Form S-1 (File No. 333-118193) relating to the offering of shares of Class A common stock, par value $0.01 per share.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Reston, Virginia on December 14, 2004.
| COMSTOCK HOMEBUILDING COMPANIES, INC. | |||
By: |
/s/ CHRISTOPHER CLEMENTE Christopher Clemente Chief Executive Officer |
||
Know All Men By These Presents, that each person whose signature appears below constitutes and appoints Christopher Clemente and Bruce Labovitz and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto, and other documents in connection therewith and (ii) any registration statement and any and all amendments thereto, relating to the offer covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| /s/ CHRISTOPHER CLEMENTE Christopher Clemente |
Chief Executive Officer and Director (Principal Executive Officer) | December 14, 2004 | ||
/s/ BRUCE LABOVITZ Bruce Labovitz |
Chief Financial Officer (Principal Financial Officer) |
December 14, 2004 |
||
/s/ JASON PARIKH Jason Parikh |
Chief Accounting Officer (Principal Accounting Officer) |
December 14, 2004 |
||
/s/ GREGORY BENSON Gregory Benson |
President and Chief Operating Officer, Director |
December 14, 2004 |
| 5.1 | Opinion of Greenberg Traurig, LLP. | |
23.1 |
Consent of PricewaterhouseCoopers LLP. |
|
23.2 |
Consent of Greenberg Traurig, LLP (included in Exhibit 5.1). |
|
24.1 |
Power of Attorney (previously included in the signature page to this registration statement). |
CALCULATION OF REGISTRATION FEE
EXPLANATORY NOTE
SIGNATURES
EXHIBIT INDEX
Exhibit 5.1
[GREENBERG TRAURIG]
December 14, 2004
Comstock
Homebuilding Companies, Inc.
11465 Sunset Hills Road
Suite 510
Reston, Virginia 20190
Ladies and Gentlemen:
Comstock Homebuilding Companies, Inc., a Delaware corporation (the "Company"), has filed with the Securities and Exchange Commission a 462(b) Registration Statement on Form S-1 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the sale by the Company of up to an aggregate of 414,000 shares of the Company's Class A common stock, $0.01 par value per share (the "Common Stock"), including (i) 360,000 shares of Common Stock (the "Firm Shares") to be sold by the Company to the underwriters for whom BB&T Capital Markets, a division of Scott and Stringfellow, Inc., is acting as representative (the "Underwriters"); and (ii) up to 54,000 shares of Common Stock that the Underwriters will have an option to purchase solely for the purpose of covering over-allotments (the "Option Shares," and together with the Firm Shares, the "Shares"). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement.
In connection with the preparation of the Registration Statement and this opinion letter, we have examined, considered and relied upon the following documents (collectively, the "Documents"):
(i) the Company's amended and restated certificate of incorporation, to be filed with the Secretary of State of the State of Delaware immediately prior to the closing of this offering (the "Restated Charter");
(ii) the Company's amended and restated bylaws;
(iii) resolutions of the board of directors of the Company;
(iv) the Registration Statement and schedules and exhibits thereto; and
(v) such other documents and matters of law as we have considered necessary or appropriate for the expression of the opinions contained herein.
In rendering the opinions set forth below, we have assumed without investigation the genuineness of all signatures and the authenticity of all Documents submitted to us as originals, the conformity to authentic original documents of all Documents submitted to us as copies, and the veracity of the Documents. As to questions of fact material to the opinions hereinafter expressed, we have relied upon the representations and warranties of the Company made in the Documents.
Based upon the foregoing examination, and subject to the qualifications set forth below, we are of the opinion that, following the filing with the Secretary of State of the State of Delaware of the Restated Charter, the Shares will be duly authorized and, when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement on Form S-1, as amended (Registration No. 333-118193), will be validly issued, fully paid and non-assessable.
The opinions expressed above are limited to the General Corporation Law of the State of Delaware which includes the statutory provisions thereof as well as all applicable provisions of the Constitution of the State of Delaware and reported judicial decisions interpreting these laws. Our opinion is rendered only with respect to laws, and the rules, regulations and orders thereunder, which are currently in effect.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Matters" in the prospectus comprising a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included within the category of persons whose consent is required by Section 7 of the Act and the rules and regulations promulgated thereunder.
| Very truly yours, | ||
/s/ GREENBERG TRAURIG, LLP GREENBERG TRAURIG, LLP |
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-1 of our report dated August 9, 2004 relating to the financial statements of Comstock Homebuilding Companies, Inc., which appears in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
McLean,
Virginia
December 14, 2004
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-1 of our report dated August 9, 2004 relating to the financial statements of The Comstock Companies, which appears in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
McLean,
Virginia
December 9, 2004
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-1 of our report dated August 9, 2004 relating to the financial statements of Comstock Service Corp., Inc., which appears in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
McLean,
Virginia
December 9, 2004
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM