-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CdZUbEjhqcQIoxsFNQ6WncDzwurkGtrN4dn6QHiUPRCexWVFFqC4lMO3o35zVHSA QJrghPGe4g/Rv2CY64pKLg== 0000892569-99-001748.txt : 19990623 0000892569-99-001748.hdr.sgml : 19990623 ACCESSION NUMBER: 0000892569-99-001748 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990621 EFFECTIVENESS DATE: 19990621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MODTECH HOLDINGS INC CENTRAL INDEX KEY: 0001075066 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED WOOD BLDGS & COMPONENTS [2452] IRS NUMBER: 330825386 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-81169 FILM NUMBER: 99649456 BUSINESS ADDRESS: STREET 1: 2830 BARRETT AVE STREET 2: PO BOX 1240 CITY: PERRIS STATE: CA ZIP: 92571 BUSINESS PHONE: 9099434014 MAIL ADDRESS: STREET 1: 4675 MACARTHUR CT., STREET 2: SUITE 710 CITY: NEWPORT STATE: CA ZIP: 92660 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on June 21, 1999 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 33-0825386 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2830 BARRETT AVENUE PERRIS, CA 92571 (Address of Principal Executive Office) (Zip Code) MODTECH HOLDINGS, INC. 1999 PREDECESSOR OPTIONS CONVERSION 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 4675 MACARTHUR COURT, SUITE 710 NEWPORT BEACH, CA 92660 (949) 752-6100 CALCULATION OF REGISTRATION FEE
================================================================================================================ Title of Securities Amount to Proposed Maximum Proposed Maximum Amount to Be Registered Be Registered Offering Price Per Share Aggregate Offering Price Registration Fee - ------------------- ------------- ------------------------ ------------------------ ---------------- Common Stock, $0.01 par value 1,181,163 $5.79(1) $6,838,934(1) $1,901 ================================================================================================================
(1) Calculated pursuant to Rule 457(h) based on the weighted average per share exercise price. =============================================================================== 2 Incorporation by reference The contents of the Registrant's Registration Statement on Form S-8 filed with the Commission on May 21, 1999 (Commission File No. 333-79023) are incorporated herein by reference. Pursuant to General Instruction E to Form S-8, the Registrant is registering 1,181,163 additional shares hereby. ITEM 8. EXHIBITS. 3.1 Certificate of Incorporation of the Company (1) 3.2 Bylaws of the Company (1) 5.1 Opinion of Haddan & Zepfel LLP 23.1 Consent of KPMG LLP 24.2 Consent of Haddan & Zepfel LLP (included in Exhibit 5.1)
- ------------- (1) Incorporated by reference from the Company's Registration Statement on Form S-4, filed with the Commission on October 27, 1998 (Commission File No. 333-69033). 3 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 18, 1999. MODTECH HOLDINGS, INC. By:/s/ EVAN M. GRUBER ----------------------- Evan M. Gruber Chief Executive Officer 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 --------- ------ ---- (1) Principal Executive Officer /s/ EVAN M. GRUBER Chief Executive Officer, Chairman June 18, 1999 - ------------------ of the Board and a Director Evan M. Gruber (2) Principal Financial and Accounting Officer /s/ MICHAEL G. RHODES Chief Financial Officer and June 18, 1999 - --------------------- Chief Operating Officer Michael G. Rhodes (3) Directors /s/ PATRICK VAN DEN BOSSCHE President, Secretary June 18, 1999 - --------------------------- and a Director Patrick Van Den Bossche /s/ CHARLES C. McGETTIGAN Director June 18, 1999 - ------------------------- Charles C. McGettigan /s/ MYRON A. WICK III Director June 18, 1999 - --------------------- Myron A. Wick III /s/ DANIEL J. DONAHOE III Director June 18, 1999 - ------------------------- Daniel J. Donahoe III /s/ CHARLES A. HAMILTON Director June 18, 1999 - ----------------------- Charles A. Hamilton /s/ CHARLES R. GWIRTSMAN Director June 18, 1999 - ------------------------ Charles R. Gwirtsman /s/ ROBERT W. CAMPBELL Director June 18, 1999 - ---------------------- Robert W. Campbell
4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 3.1 Certificate of Incorporation of the Company(1) 3.2 Bylaws of the Company(1) 5.1 Opinion of Haddan & Zepfel LLP 23.1 Consent of KPMG LLP 24.2 Consent of Haddan & Zepfel LLP (included in Exhibit 5.1)
- -------------------- (1) Incorporated by reference from the Company's Registration Statement on Form S-4, filed with the Commission on October 27, 1998 (Commission File No. 333-69033). EX-5.1 2 OPINION OF HADDAN & ZEPFEL LLP 1 Exhibit 5.1 [LETTERHEAD OF HADDAN & ZEPFEL LLP] June 18, 1999 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 up to 1,181,163 shares of the Company's Common Stock, $0.01 par value (the "Shares"), for issuance pursuant to the Agreement and Plan of Reorganization and Merger, dated September 28, 1998. In connection with this opinion, we have examined and relied upon the Registration Statement, the Company's Certificate of Incorporation and Bylaws, 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 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 3 CONSENT OF KPMG LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 17, 1999, with respect to the financial statements of Modtech, Inc. included in the Annual Report of Modtech Holdings, Inc. on Form 10-K for the year ended December 31, 1998. /s/ KPMG LLP ---------------------------------------- KPMG LLP Orange County, California June 16, 1999 -----END PRIVACY-ENHANCED MESSAGE-----