sv8pos
 

Registration No. 333-122477

As filed with the Securities and Exchange Commission on March 1, 2005

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C.

Amendment No. 1 to
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 2005 EQUITY AND INCENTIVE PLAN

(Full title of plan)
     
(Name, address and telephone
number of agent for service) 		  (Copy to:)
     
William F. Brown, Esq.
Senior Vice President, General Counsel
and Corporate Secretary
PHH Corporation
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054
(856) 917-1744 		  Mark Muedeking, Esq.
DLA Piper Rudnick Gray Cary US LLP
1200 Nineteenth Street, NW
Washington, DC 20036-2412
(202) 861-3900

Explanatory Note

      No registration fee is required in connection with this post-effective amendment no. 1 to the registrant’s registration statement on Form S-8 (No. 333-122477) (the “amendment”) because this amendment does not register any additional securities. The amendment has been filed solely to correct a typographical error in Exhibit 5 (Opinion of DLA Piper Rudnick Gray Cary US LLP).

 

 

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 this amendment and has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mt. Laurel, State of New Jersey, on this 28th day of February, 2005.

         
  PHH CORPORATION
 		  
  By:   /s/ Terence W. Edwards  
    Terence W. Edwards   
    President, Chief Executive Officer and Director   
 

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

         
Signature   Title   Date
 
        
/s/ Terence W. Edwards
Terence W. Edwards
  President, Chief Executive Officer and Director (Principal Executive Officer)   February 28, 2005
 
        
/s/ Neil J. Cashen
Neil J. Cashen
  Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)   February 28, 2005
 
        
*
        
A.B. Krongard
  Non-Executive Chairman of the Board of Directors   February 28, 2005
 
        
James W. Brinkley
   Director    
 
        
*
George J. Kilroy
   Director   February 28, 2005
 
        
*
        
Ann D. Logan
   Director   February 28, 2005
 
        
*
        
Jonathan D. Mariner
   Director   February 28, 2005

     
 *
/s/ William F. Brown
        
 
Attorney-in-fact
       

 

 

EXHIBIT INDEX

     
EXHIBIT    
NUMBER   DESCRIPTION
4.1
  Amended and Restated Articles of Incorporation of PHH Corporation (incorporated by reference from Exhibit 3.1 of the Registrant’s Current Report on Form 8-K dated February 1, 2005).
 
    
4.2
  Amended and Restated By-laws of PHH Corporation (incorporated by reference from Exhibit 3.2 of the Registrant’s Current Report on Form 8-K dated February 1, 2005).
 
    
5
  Opinion of DLA Piper Rudnick Gray Cary US LLP.
 
    
15
  Awareness letter of Independent Registered Public Accounting Firm.
 
    
23.1
  Consent of DLA Piper Rudnick Gray Cary US LLP (contained in Exhibit 5).
 
    
23.2
  Consent of Independent Registered Public Accounting Firm.
 
    
24
  Powers of Attorney (previously filed).