S-8

As filed with the Securities and Exchange Commission on June 26, 2002

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MODTECH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
organization) 33-0825386
(I.R.S. Employer incorporation or
Identification No.)

2830 BARRETT AVENUE
PERRIS, CA 92571
(Address of Principal Executive Office) (Zip Code)

MODTECH HOLDINGS, INC. 1999 NONSTATUTORY STOCK OPTION PLAN
(Full title of the plan)

EVAN M. GRUBER
2830 BARRETT AVENUE
PERRIS, CA 92571
(Name and address of agent for service)

(909) 943-4014
(Telephone number, including area code, of agent for service)

COPY TO:
JON R. HADDAN, ESQ.
HADDAN & ZEPFEL LLP
4685 MACARTHUR COURT, SUITE 220
NEWPORT BEACH, CA 92660
(949) 752-6100

CALCULATION OF REGISTRATION

Title of Securities	Amount to		Proposed Maximum		Proposed Maximum		Amount of
to Be Registered	Be Registered		Offering Price Per Share (1)		Aggregate Offering Price (1)		Registration Fee
Common Stock, $0.01 par value		200,000	$	11.15	$	2,230,000	$	205.16

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h) based on the average of the high and low prices per share of Common Stock as reported on the Nasdaq National Market on June 24, 2002.

TABLE OF CONTENTS

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
	ITEM 8. EXHIBITS.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.1

INTRODUCTION

     We are filing this Registration Statement on Form S-8 to register an additional 200,000 shares of our common stock that we may issue under our 1999 Nonstatutory Stock Option Plan by reason of an amendment thereto. We have included in this Registration Statement only those items required by General Instruction E to Form S-8.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance with the instructions to Form S-8, we are not including Part I with this Registration Statement.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Pursuant to General Instruction E to Form S-8, the contents of our Registration Statement on Form S-8 (Registration No. 333-79023) filed with the Securities and Exchange Commission on May 21, 1999 are incorporated by reference and made a part hereof.

ITEM 8. EXHIBITS.

5.1	Opinion of Haddan & Zepfel LLP
23.1	Consent of KPMG LLP
23.2	Consent of Haddan & Zepfel LLP (included in Exhibit 5.1)
24.1	Power of Attorney (contained on signature page hereof)

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Newport Beach, State of California, on June 25, 2002.

MODTECH HOLDINGS, INC.
By:	/s/   EVAN M. GRUBER
	Evan M. Gruber Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Evan M. Gruber his attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 said attorney-in-fact and agent, 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, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/   EVAN M. GRUBER Evan M. Gruber	Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer)	June 25, 2002
/s/   SHARI WALGREN SMITH Shari Walgren Smith	Chief Financial Officer (Principal Financial and Accounting Officer)	June 25, 2002
/s/   MICHAEL G. RHODES Michael G. Rhodes	Director	June 25, 2002
Stanley N. Gaines	Director	June      , 2002
/s/   CHARLES C. McGETTIGAN Charles C. McGettigan	Director	June 25, 2002
/s/   MYRON A. WICK III Myron A. Wick III	Director	June 25, 2002
Daniel J. Donahoe III	Director	June      , 2002

Signature	Title	Date
/s/   CHARLES A. HAMILTON Charles A. Hamilton	Director	June 25, 2002
/s/   CHARLES R. GWIRTSMAN Charles R. Gwirtsman	Director	June 21, 2002
/s/   ROBERT W. CAMPBELL Robert W. Campbell	Director	June 25, 2002

EXHIBIT INDEX

EXHIBIT
NUMBER		DESCRIPTION
	5.1	Opinion of Haddan & Zepfel LLP
	23.1	Consent of KPMG LLP
	23.2	Consent of Haddan & Zepfel LLP (included in Exhibit 5.1)
	24.1	Power of Attorney (Contained on signature page hereof)

EX-5.1 3 a82620exv5w1.htm EXHIBIT 5.1

EXHIBIT 5.1

HADDAN & ZEPFEL LLP

June 25, 2002

Modtech Holdings, Inc.
2830 Barrett Avenue
Perris, CA 92571

Dear Sirs:

     You have requested our opinion with respect to certain matters in connection with the filing by Modtech Holdings, Inc. (the “Company”) of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the registration of an additional 200,000 shares of the Company’s Common Stock, $0.01 par value (the “Shares”), for issuance pursuant to the Modtech Holdings, Inc. 1999 Nonstatutory Stock Option Plan (the “Stock Option Plan”).

     In connection with this opinion, we have examined and relied upon the Registration Statement, the Company’s Certificate of Incorporation and Bylaws, the Stock Option Plan, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

     On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Registration Statement and the Stock Option Plan, will be validly issued, fully paid, and nonassessable shares of Common Stock of the Company.

     We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/   Haddan & Zepfel LLP Haddan & Zepfel LLP

EX-23.1 4 a82620exv23w1.htm EXHIBIT 23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors
Modtech Holdings, Inc.:

     We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 2002, with respect to the consolidated balance sheets of Modtech Holdings, Inc. and subsidiaries as of December 31, 2000 and 2001, and the related consolidated statements of income, shareholders’ equity and cash flow for each of the years in the three-year period ended December 31, 2001 and the related financial statements schedule, which report appears in the December 31, 2001 Annual Report on Form 10-K of Modtech Holdings, Inc.

/s/   KPMG LLP KPMG LLP

Orange County, California
June 25, 2002

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