S-8

As filed with the Securities and Exchange Commission on January       , 2009

Registration No. 333-              

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

Commission File No. 001-08183

SUPREME INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	75-1670945
(State of incorporation)	(I.R.S. Employer Identification No.)

2581 E. Kercher Road

P.O. Box 237

Goshen, Indiana  46528

(Address of Principal Executive Offices)

SUPREME INDUSTRIES, INC.

AMENDED AND RESTATED 2004 STOCK OPTION PLAN

(Full title of the plan)

RICE M. TILLEY, JR.

HAYNES AND BOONE, LLP

201 MAIN STREET, SUITE 2200

FORT WORTH, TEXAS 76102

(817) 347-6611

(Name, address, and telephone number of agent for 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 definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o  Accelerated filer o  Non-accelerated filer  o Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of  Securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price (2)		Amount of registration fee
Class A Common Stock (par value $.10 per share)	350,000	$	1.13	$	395,500	$	15.55

(1)  Issuable upon exercise of options and the issuance of restricted stock not yet granted under Registrant’s Amended and Restated 2004 Stock Option Plan (the “Plan”).  Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminable number of additional shares as may become deliverable due to future adjustments under terms of the Plan.  600,000 shares under the Registrant’s initial 2004 Stock Option Plan were registered effective August 26, 2004 (Registration File No. 333-118584), and 250,000 shares under the Registrant’s Amended and Restated 2004 Stock Option Plan were registered effective May 30, 2007 (Registration File No. 333-143369).

(2)  Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee.  The estimates of the proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high and low prices of the Class A Common Stock as reported on the NYSE Alternext US on January 22, 2009, given that the price, at which options to be granted in the future may be exercised, is not currently determinable.

This Registration Statement shall be deemed to cover securities resulting from stock splits, stock dividends, or similar transactions as provided in Rule 416(c) of the Securities Act.  Pursuant thereto, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the stock awards plan described herein.

Part I

Pursuant to the introductory Note to Part I of Form S-8, the information required by Item 1 (Plan Information) and Item 2 (Registrant Information and Employee Plan Annual Information) is not filed as part of this Registration Statement.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following documents, previously filed (Commission File No. 1-8183) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are, as of their respective dates, incorporated in this Registration Statement by reference and made a part hereof:

(1)	The Annual Report on Form 10-K of Supreme Industries, Inc. (the “Company” or “Registrant”) for the fiscal year ended December 29, 2007; and
(2)	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to in (1) above.

All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all of the securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in and a part of this Registration Statement from the date of filing of such documents.

2

Any statement contained in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in a subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any 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.

Not applicable.

Item 5.   Interests of Named Experts and Counsel.

Not applicable.

Item 6.   Indemnification of Directors and Officers.

The Company’s Certificate of Incorporation and Bylaws, and Indemnification Agreements between the Company and certain of its directors and officers, provide that the Company shall indemnify directors and officers of the Company to the full extent permitted by the Delaware General Corporation Law.   Under such provisions any director or officer who, in his capacity as such, is made or threatened to be made, a party to any suit or proceeding, shall be indemnified if such director or officer acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company.  The Certificate of Incorporation, Bylaws, such Indemnification Agreements, and the Delaware General Corporation Law further provide that such indemnification is not exclusive of any other rights to which such individuals may be entitled under the Certificate of Incorporation, Bylaws, such Indemnification Agreements, or any Agreement, vote of stockholders or disinterested directors, or otherwise.

Item 7.   Exemption from Registration Claimed.

Not applicable.

Item 8.   Exhibits.

Exhibit Number	Description
4.1	Amendment No. 2 to Amended and Restated 2004 Stock Option Plan;
5.1	Opinion of Counsel as to legality of securities being registered;
23.1	Consent of Counsel (contained in Exhibit 5.1);
23.2	Consent of Independent Registered Public Accounting Firm; and
24.1	Power of Attorney.

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Item 9.   Undertakings.

(a)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, 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) 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.

(b) The undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.

(c) Insofar as indemnification for liabilities arising under the Securities 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 Commission such indemnification is against public policy as expressed in the Securities 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 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  Securities Act and will be governed by the final adjudication of such issue.

[Remainder of page intentionally left blank]

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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 New York, State of New York, on January 23, 2009.

SUPREME INDUSTRIES, INC.
	By:	/s/ Herbert M. Gardner
	Name: Herbert M. Gardner
	Title:   Chairman of the Board and
	Chief Executive Officer

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

Signatures	Title	Date
/s/ Herbert M. Gardner	Chairman of the Board,	January 23, 2009
Herbert M. Gardner	Chief Executive Officer, and
	Director
/s/ William J. Barrett	Executive Vice President (Long	January 23, 2009
William J. Barrett	Range and Strategic Planning),
	Secretary, and Director
/s/ Robert W. Wilson	President, Chief Operating	January 23, 2009
Robert W. Wilson	Officer, and Director
/s/ Jeffery D. Mowery	Vice President — Finance,	January 23, 2009
Jeffery D. Mowery	Treasurer, Chief Financial Officer,
	and Assistant Secretary
/s/ Robert J. Campbell	Director	January 23, 2009
Robert J. Campbell
/s/ Thomas Cantwell	Director	January 23, 2009
Thomas Cantwell
/s/ Edward L. Flynn	Director	January 23, 2009
Edward L. Flynn
/s/ Mark C. Neilson	Director	January 23, 2009
Mark C. Neilson
/s/ Wayne A. Whitener	Director	January 23, 2009
Wayne A. Whitener

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EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
4.1	Amendment No. 2 to Amended and Restated 2004 Stock Option Plan;
5.1	Opinion of Counsel as to legality of securities being registered;
23.1	Consent of Counsel (contained in Exhibit 5.1);
23.2	Consent of Independent Registered Public Accounting Firm.
24.1	Power of Attorney.

6

EX-4.1

Exhibit 4.1

AMENDMENT NO. 2

to

AMENDED AND RESTATED 2004 STOCK OPTION PLAN

of

SUPREME INDUSTRIES, INC.

On March 25, 2008, the Board of Directors of Supreme Industries, Inc., a Delaware corporation (the “Company”) adopted Amendment No. 2 to the Amended and Restated 2004 Stock Option Plan (the “Amended 2004 Plan”) to increase the number of shares authorized for issuance under the Amended 2004 Plan from 850,000 shares to 1,200,000 shares.  Such amendment was approved by the Company’s stockholders at their annual meeting held on May 8, 2008.

The Amended 2004 Plan was adopted by the Company’s Board of Directors on February 7, 2006, and approved by the Company’s stockholders at their annual meeting held on May 4, 2006.  The Amended 2004 Plan completely superseded and replaced the Company’s 2004 Stock Option Plan which had been adopted by the Company’s Board of Directors on January 23, 2004, and approved by the Company’s stockholders at their annual meeting held on April 29, 2004.

Accordingly, the Amended 2004 Plan is hereby amended by completely replacing Article 5.1 to read as follows:

“5.1Number Available for Awards.  Subject to adjustment as provided in Articles 11 and 12, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is 1,200,000 shares, 100% of which may be delivered pursuant to Incentive Stock Options.  Subject to adjustment pursuant to Articles 11 and 12, no Executive Officer may receive in any calendar year (i) Stock Options relating to more than 30,000 shares of Common Stock, or (ii) Common Stock or Restricted Stock relating to more than 10,000 shares of Common Stock; provided, however, that all such Awards to any Executive Officer during any calendar year shall not exceed an aggregate of more than 40,000 shares of Common Stock.  Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company shall at all times reserve and keep available the number of shares of Common Stock that will be sufficient to satisfy the requirements of this Plan.”

DATED to be effective March 25, 2008.

BOARD OF DIRECTORS OF SUPREME INDUSTRIES, INC.
By:	/s/ Herbert M. Gardner
		Herbert M. Gardner
		Chairman of the Board

EX-5.1

Exhibit 5.1

Opinion of Counsel

January 23, 2009

Supreme Industries, Inc.

P.O. Box 463

2581 E. Kercher Road

Goshen, IN 46528

Gentlemen:

We have acted as counsel to Supreme Industries, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof.  The Registration Statement relates to the registration of 350,000 additional shares (the “Shares”) of the Class A Common Stock of the Company, par value $0.10 per share (the “Common Stock”), issuable pursuant to the Company’s Amended and Restated 2004 Stock Option Plan, as amended on March 25, 2008 (the “Plan”).

In rendering the opinions set forth herein, we have reviewed: (i) the Company’s registration statement on Form S-8 filed on August 26, 2004 (File No. 333-118584) pursuant to which 600,000 shares of Common Stock were previously registered for issuance pursuant to the Plan; (ii) the Company’s registration statement on Form S-8 filed on May 30, 2007 (File No. 333-143369) pursuant to which 250,000 shares of Common Stock were previously registered for issuance pursuant to the Plan; (iii) the Registration Statement; (iv) the Certificate of Incorporation of the Company, as amended (the “Certificate of Incorporation”); (v) the Bylaws of the Company (the “Bylaws”); (vi) a specimen of the Company’s Class A Common Stock certificate; and (vii) resolutions of the Board of Directors of the Company.  In addition, we have examined originals or photostatic or certified copies of certain of the records and documents of the Company, copies of public documents, certificates of officers of the Company, and such other agreements, instruments, and documents as we have deemed necessary in connection with the opinion hereinafter expressed.  As to the various questions of fact material to the opinion expressed below, we have relied solely upon certificates or comparable documents of officers and representatives of the Company without independent check or verification of their accuracy.

In making the foregoing examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, or photostatic copies, and the authenticity of the originals of such latter documents.

In rendering the opinions set forth herein, we have assumed that at the time of the issuance of the Shares: (i) the resolutions of the Company referred to above will not have been modified or rescinded; (ii) there will not have occurred any change in the law affecting the authorization, execution, delivery, validity or fully paid status of the Common Stock; (iii) the Company will receive consideration for the issuance of the Shares that is at least equal to the par value of the Common Stock; (iv) all requirements of the General Corporation Law of the State of Delaware (the “DGCL”), the Certificate of Incorporation, and the Bylaws will be complied with when the Shares are issued; (v) sufficient shares of Common Stock will be authorized for issuance under the Certificate of Incorporation of the Company that have not otherwise been issued or reserved for issuance; and (vi) neither the issuance nor sale of the Shares will result in a violation of any agreement or instrument then binding upon the Company or any order of any court or governmental body having jurisdiction over the Company.

Based on our examination described above, subject to the assumptions and limitations stated herein, and relying on the statements of fact contained in the documents that we have examined, we are of the opinion that upon issuance of the Shares in accordance with the terms of the Plan, the Shares will be validly issued, fully paid, and non-assessable.

The opinion expressed herein is limited to the DGCL as in effect on the date hereof and applicable provisions of the Delaware Constitution, in each case as currently in effect, and judicial decisions reported as of the date hereof and interpreting the DGCL and such provisions of the Delaware Constitution.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to us in the Registration Statement.  In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ HAYNES AND BOONE, LLP

Haynes and Boone, LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Supreme Industries, Inc. Amended and Restated 2004 Stock Option Plan of our report dated February 1, 2008, on the consolidated financial statements and financial statement schedule of Supreme Industries, Inc. and its subsidiaries, which report is included in the Form 10-K for Supreme Industries, Inc. for the year ended December 29, 2007.

/s/ Crowe Horwath, LLP
	Crowe Horwath, LLP

South Bend, Indiana

January 28, 2009

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of Supreme Industries, Inc., a Delaware corporation (the “Company”), hereby constitutes and appoints Herbert M. Gardner and Robert W. Wilson, or either of them, his true and lawful attorney in fact and agent, with the full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission for the purpose of registering, under the Securities Act of 1933, shares of Company’s Class A common stock (“Common Stock”) issuable upon the exercise of options granted under the Company’s Amended and Restated 2004 Stock Option Plan 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 as fully to all intents and purposes as he may, might, or could do in person, hereby ratifying and confirming all that said attorney in fact and agent may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney effective the 23rd day of January, 2009.

SIGNATURES	TITLE
/s/ Herbert M. Gardner	Chairman of the Board
Herbert M. Gardner	Chief Executive Officer, and
	Director
/s/ William J. Barrett	Executive Vice President (Long Range
William J. Barrett	and Strategic Planning), Secretary,
	and Director
/s/ Robert W. Wilson	President, Chief Operating
Robert W. Wilson	Officer, and Director
/s/ Jeffery D. Mowery	Vice President — Finance, Treasurer,
Jeffery D. Mowery	Chief Financial Officer, and Assistant
	Secretary
/s/ Robert J. Campbell	Director
Robert J. Campbell
/s/ Thomas Cantwell	Director
Thomas Cantwell
/s/ Edward L. Flynn	Director
Edward L. Flynn
/s/ Mark C. Neilson	Director
Mark C. Neilson
/s/ Wayne A. Whitener	Director
Wayne A. Whitener