As filed with the Securities and Exchange Commission on August 4, 2009
Registration No. 333-_________

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PHH CORPORATION

(Exact name of registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation or organization)		52-0551284 (I.R.S. Employer Identification No.)
3000 Leadenhall Road Mt. Laurel, New Jersey (Address of principal executive offices)		08054 (Zip Code)

PHH CORPORATION AMENDED AND RESTATED 2005 EQUITY AND INCENTIVE PLAN
(Full title of plan)

William F. Brown
Senior Vice President, General Counsel and Secretary
PHH Corporation
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054
(Name and address of agent for service)

(856) 917-1744
(Telephone number, including area code, of agent of 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):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Proposed

Maximum

Proposed

Amount

Offering

Maximum

Title of Securities to be

to be

Price Per

Aggregate

Amount of

Registered (1)

Registered (1)

Unit (2)

Offering Price (2)

Registration Fee (2)

Common Stock, $0.01 par value

3,550,000

$

17.98

$

63,829,000

$

3,561.66

 

 

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENT ON FORM S-8

     The contents of the Form S-8 registration statement filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on February 2, 2005 (SEC File No. 333-122477), as amended March 1, 2005, with respect to securities offered pursuant to the PHH Corporation 2005 Equity and Incentive Plan are hereby incorporated by reference.

Item 8. Exhibits

See Exhibit Index.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 of Mt. Laurel, New Jersey, on the 4th day of August, 2009.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ George J. Kilroy   George J. Kilroy		Director; Acting Chief Executive Officer and President (Principal Executive Officer)		August 4, 2009
/s/ Sandra E. Bell   Sandra E. Bell		Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		August 4, 2009

POWER OF ATTORNEY

     We, the undersigned officers and directors of PHH Corporation, do hereby constitute and appoint George J. Kilroy and Sandra E. Bell or either of them, our true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ George J. Kilroy   George J. Kilroy		Director; Acting Chief Executive Officer and President (Principal Executive Officer)		August 4, 2009
/s/ Sandra E. Bell   Sandra E. Bell		Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		August 4, 2009
/s/ James O. Egan   James O. Egan		Director		August 4, 2009

Signature		Title		Date
/s/ James W. Brinkley   James W. Brinkley		Director		August 4, 2009
/s/ Ann D. Logan   Ann D. Logan		Director		August 4, 2009
/s/ Allan Z. Loren   Allan Z. Loren		Director		August 4, 2009
/s/ Jonathan D. Mariner   Jonathan D. Mariner		Director		August 4, 2009
/s/ Gregory J. Parseghian   Gregory J. Parseghian		Director		August 4, 2009

EXHIBIT INDEX

EXHIBIT
NUMBER		DESCRIPTION
4.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K (SEC File No. 001-07797) filed on February 1, 2005)
4.1.1		Articles Supplementary (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on March 27, 2008)
4.2		Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K (SEC File No. 001-07797) filed on June 16, 2009)
4.3		Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K (SEC File No. 001-07797) filed on April 2, 2009)
4.4		Specimen common stock certificate (incorporated by reference to Exhibit 4.1 of the Annual Report on Form 10-K (SEC File No. 001-07797) filed on March 15, 2005)
5.1		Opinion of DLA Piper LLP (US) as to the legality of the securities being registered
23.1		Consent of Independent Registered Public Accounting Firm
23.2		Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
24.1		Power of Attorney (included on the signature page)
99.1		PHH Corporation Amended and Restated 2005 Equity and Incentive Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (SEC File No. 001-07797) filed on June 22, 2009)
99.2		Form of PHH Corporation 2005 Equity Incentive Plan Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.29 to the Annual Report on Form 10-K (SEC File No. 001-07797) filed on March 15, 2005)
99.3		Form of PHH Corporation 2005 Equity and Incentive Plan Non-Qualified Stock Option Agreement, as amended (incorporated by reference to Exhibit 10.28 to the Quarterly Report on Form 10-Q (SEC File No. 001-07797) filed on May 16, 2005)
99.4		Form of PHH Corporation 2005 Equity and Incentive Plan Non-Qualified Stock Option Conversion Award Agreement (incorporated by reference to Exhibit 10.29 to the Quarterly Report on Form 10-Q (SEC File No. 001-07797) filed on May 16, 2005)
99.5		Form of PHH Corporation 2003 Restricted Stock Unit Conversion Award Agreement (incorporated by reference to Exhibit 10.30 to the Quarterly Report on Form 10-Q (SEC File No. 001-07797) filed on May 16, 2005)
99.6		Form of PHH Corporation 2004 Restricted Stock Unit Conversion Award Agreement (incorporated by reference to Exhibit 10.31 to the Quarterly Report on Form 10-Q (SEC File No. 001-07797) filed on May 16, 2005)
99.7		Form of PHH Corporation 2005 Equity and Incentive Plan Non-Qualified Stock Option Award Agreement, as revised June 28, 2005 (incorporated by reference to Exhibit 10.36 to the Quarterly Report on Form 10-Q (SEC File No. 001-07797) filed on August 12, 2005)
99.8		Form of PHH Corporation 2005 Equity and Incentive Plan Restricted Stock Unit Award Agreement, as revised June 28, 2005 (incorporated by reference to Exhibit 10.37 to the Quarterly Report on Form 10-Q (SEC File No. 001-07797) filed on August 12, 2005)
99.9		Form of Vesting Schedule Modification for PHH Corporation Restricted Stock Unit Conversion Award Agreement (incorporated by reference to Exhibit 10.25 to the Quarterly Report on Form 10-Q (SEC File No. 001-07797) filed on May 9, 2008)
99.10		Form of Accelerated Vesting Schedule Modification for PHH Corporation Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.26 to the Quarterly Report on Form 10-Q (SEC File No. 001-07797) filed on May 9, 2008)
99.11		Form of Accelerated Vesting Schedule Modification for PHH Corporation Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.27 to the Quarterly Report on Form 10-Q (SEC File No. 001-07797) filed on May 9, 2008)

EXHIBIT
NUMBER		DESCRIPTION
99.12		Form of 2009 Performance Unit Award Notice and Agreement for Certain Executive Officers, as approved by the Compensation Committee on March 25, 2009 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K SEC File No. 001-07797) filed on March 31, 2009)