-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Fox2TQbsWcuScoEJgbLBJxZcD1/aHfuhUWgtaejhsPa0oq7+OyslxmiDZpx2Hkqr f5GkFlHCjRUNNBTO8eN4mA== 0000914760-95-000053.txt : 19950512 0000914760-95-000053.hdr.sgml : 19950512 ACCESSION NUMBER: 0000914760-95-000053 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950511 EFFECTIVENESS DATE: 19950530 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COACHMEN INDUSTRIES INC CENTRAL INDEX KEY: 0000021212 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 351101097 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59251 FILM NUMBER: 95537001 BUSINESS ADDRESS: STREET 1: 601 E BEARDSLEY AVE STREET 2: P O BOX 3300 CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 2192620123 MAIL ADDRESS: STREET 1: 601 E BEARDSLEY AVE CITY: ELKHART STATE: IN ZIP: 46515 S-8 1 As filed with the Securities and Exchange Commission on May 11, 1995. Registration No. 33-_____ ---------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 50549 FORM S-8 Registration Statement Under the Securities Act of 1933 -------------------------- COACHMEN INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) INDIANA 35-1101097 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 601 EAST BEARDSLEY AVENUE ELKHART, INDIANA 46514 (Address of Principal Executive Offices) COACHMEN INDUSTRIES, INC. 1994 OMNIBUS STOCK INCENTIVE PROGRAM (Full Title of the Plan) GARY L. GROOM EXECUTIVE VICE PRESIDENT, FINANCE AND SECRETARY COACHMEN INDUSTRIES, INC. 601 EAST BEARDSLEY AVENUE ELKHART, INDIANA 46514 (Name and Address of Agent For Service) (219) 262-0123 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered(1) Share(2) Price(2) Fee ----------------------------------------------------------------------------- Common Stock (without par 500,000 Shares $16.75 $8,375,000 $2,888.00 value) including Common Share Purchase Rights(3) ----------------------------------------------------------------------------- (1) An undetermined number of additional shares may be issued if the anti- dilution adjustment provisions of the plan become operative. (2) Estimated solely for the purpose of calculating the registration fee in accordance with rule 457(c) and (h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on May 10, 1995. (3) Prior to the occurrence of certain events, the Common Share Purchase Rights will not be evidenced separately from the Common Stock. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference into this registration statement: (1) Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, which has heretofore been filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"). (2) Registrant's Current Report on Form 8-K/A dated April 13, 1995. (3) The description of Registrant's Common Stock contained in Registrant's Registration Statement on Form 8-A filed with the Commission pursuant to Section 12 of the 1934 Act. (4) The description of Registrant's Shareholder Rights Plan contained in Registrant's Registration Statement on Form 8-A, as amended, filed with the Commission pursuant to Section 12 of the 1934 Act. All documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"); provided, however, that the documents enumerated above or subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 in each year during which the offering made by this registration statement is in effect prior to the filing with the Commission of the registrant's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this registration statement or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. The securities to be offered are registered under Section 12(b) of the 1934 Act. Item 5. Interest of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 11 of the By-laws of the Registrant provides for the indemnification by the Registrant of each director, officer or employee of the Registrant or any of its subsidiaries in connection with any claim, action, suit or proceeding brought or threatened by reason of his position with the Registrant or any of its subsidiaries. In addition, Sections 23-1- 37-1 to 15 of the Indiana Business Corporation Law specifically empowers the Registrant to indemnify, subject to the standards therein prescribed, any director or officer in connection with any action, suit or proceeding brought or threatened by reason of the fact that he is or was a director or officer of the Registrant. Registrant maintains directors and officers liability insurance covering all directors and officers of the Registrant against claims arising out of the performance of their duties. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Reference is made to the Exhibit Index. Item 9. Undertakings. The registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933 (the "Act"), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) That, for the purposes of determining any liability under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and where applicable each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (4) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (5) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned 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 Elkhart, State of Indiana, on the 10th day of May, 1995. COACHMEN INDUSTRIES, INC. By: /s/ Thomas H. Corson ----------------------- Thomas H. Corson, Chairman and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Coachmen Industries, Inc. hereby severally constitute Thomas H. Corson and Gary L. Groom, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and generally to do all such things in our name and behalf in the capacities indicated below to enable Coachmen Industries, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 10th day of May, 1995. Signature Title /s/ Thomas H. Corson Chairman, Chief Executive ------------------------------- Officer and Director Thomas H. Corson (principal executive officer) /s/ Keith D. Corson ------------------------------- President, Chief Operating Keith D. Corson Officer and Director /s/ Gary L. Groom ------------------------------- Executive Vice President- Gary L. Groom Finance, Secretary and Director (principal financial and accounting officer) /s/ Claire C. Skinner ------------------------------- Director Claire C. Skinner /s/ Philip C. Barker ------------------------------- Director Philip C. Barker /s/ R. James Harring ------------------------------- Director R. James Harring /s/ William P. Johnson ------------------------------- Director William P. Johnson /s/ Philip G. Lux ------------------------------- Director Philip G. Lux /s/ William G. Milliken ------------------------------- Director William G. Milliken EXHIBIT INDEX Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by Registrant with the Securities and Exchange Commission, as indicated. All other documents listed are filed with this Registration Statement. Exhibit Number Description -------------- ------------ 4.1 * 1994 Omnibus Stock Incentive Program (Exhibit A to Registrant's Proxy Statement dated March 28, 1994, for its 1994 Annual Meeting of Shareholders). 4.2 * Articles of Incorporation of Registrant (Exhibit 3(i) to Registrant's Form 10-K for 1980). 4.3 * By-laws of Registrant (Exhibit 3(ii) to Registrant's Form 10-K for 1989). 4.4 * Shareholder Rights Plan (Exhibit 1 to Registrant's Form 8-A dated February 6, 1990). 5 Opinion (including consent) of McDermott, Will & Emery 23 Consent of Independent Accountants. EX-5 2 EXHIBIT 5 May 11, 1995 Coachmen Industries, Inc. 601 East Beardsley Avenue Elkhart, Indiana 46515 RE: 500,000 Shares of Common Stock (without par value) including Common Share Purchase Rights for Coachmen Industries, Inc.'s 1994 Omnibus Stock Incentive Program (the "Plan") Gentlemen: We have acted as counsel for Coachmen Industries, Inc. (the "Company") in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") for the registration under the Securities Act of 1933, as amended, of 500,000 shares of the Company's Common Stock, no par value (the "Common Stock"), which may be purchased pursuant to the Plan and 500,000 Common Share Purchase Rights which currently are attached to, and trade with, the Common Stock. We have examined or considered: 1. A copy of the Company's Articles of Incorporation. 2. The By-Laws of the Company. 3. Telephonic confirmation of the Secretary of State of Indiana, as of a recent date, as to the good standing of the Company in that state. 4. A copy of resolutions duly adopted by the Board of Directors of the Company relating to the Plan. 5. A copy of the Plan. In addition to the examination outlined above, we have conferred with various officers of the Company and have ascertained or verified, to our satisfaction, such additional facts as we deemed necessary or appropriate for the purposes of this opinion. Based on the foregoing, we are of the opinion that: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana. (b) All legal and corporate proceedings necessary for the authorization, issuance and delivery of the shares of Common Stock under the Plan have been duly taken, and the Common Stock, upon issuance pursuant to the terms of the Plan, and the related Common Share Purchase Rights, will be duly authorized, legally and validly issued, fully paid and nonassessable. We hereby consent to all references to our Firm in the Registration Statement and to the filing of this opinion by the company as an Exhibit to the Registration Statement. Very truly yours, /s/ McDermott, Will & Emery McDermott, Will & Emery WJQ/bjs 01376\010\10OPNWJQ.001 EX-23 3 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Coachmen Industries, Inc. on Form S-8 of our reports dated January 27, 1995, on our audits of the consolidated financial statements and financial statement schedule of Coachmen Industries, Inc. and subsidiaries as of December 31, 1994 and 1993, and for each of the three years in the period ended December 31, 1994, which reports are incorporated by reference or included in Coachmen Industries, Inc. Annual Report on Form 10-K for the year ended December 31, 1994. COOPERS & LYBRAND L.L.P. Elkhart, Indiana May 11, 1995 01376\010\10EXH-23.001 -----END PRIVACY-ENHANCED MESSAGE-----