S-8 1 c64074s-8.txt REGISTRATION STATEMENT 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MANUFACTURED HOME COMMUNITIES, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) MARYLAND 36-3857664 ---------------------------- ----------------------------------------- (State of incorporation) (I.R.S. Employer Identification No.) TWO NORTH RIVERSIDE PLAZA, SUITE 800 CHICAGO, ILLINOIS 60606 ----------------------- (Address of principal executive offices) MANUFACTURED HOME COMMUNITIES, INC. ----------------------------------- 1992 STOCK OPTION AND --------------------- STOCK AWARD PLAN ---------------- (Full title of the Plan) ELLEN KELLEHER, ESQ. EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL MANUFACTURED HOME COMMUNITIES, INC. TWO NORTH RIVERSIDE PLAZA, SUITE 800 CHICAGO, ILLINOIS 60606 (312) 279-1400 (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE =============================================================================================================== Title of Each Class of Proposed Maximum Proposed Maximum Securities to be Amount to be Offering Price per Aggregate Offering Amount of Registered Registered Share(1) Price(1) Registration Fee ------------------------- --------------------- --------------------- --------------------- ------------------- Common Stock, par value 2,000,000 shares(2) $28.54 $57,080,000 $14,270 $.01 per share ===============================================================================================================
(1) The offering price for such shares is estimated pursuant to Rule 457(c) and (h) solely for the purpose of calculating the registration fee and is based upon the average of the high and low prices of the shares of common stock, par value $0.01 per share, of the Registrant ("Common Stock") as quoted on the New York Stock Exchange on July 31, 2001. (2) 4,000,000 shares of Common Stock have previously been registered with the Securities and Exchange Commission pursuant to an effective Registration Statement on Form S-8. The amount of the registration fee, therefore, relates to only those additional 2,000,000 shares of Common Stock being registered hereunder. 2 PART II REGISTRATION OF ADDITONAL SECURITIES This Registration Statement of Manufactured Home Communities, Inc. (the "Company") incorporates by reference the contents of the Company's previous registration statement on Form S-8 dated December 7, 1998 (SEC File Number 333-68473) covering 2,000,000 shares of the Company's common stock, par value $0.01 per share ("Common Shares"), issuable upon the award of share grants and the exercise of options granted under the Company's 1992 Stock Option and Stock Award Plan (the "Plan"), which previous registration statement incorporated by reference the contents of the Company's registration statement on Form S-8 dated April 16, 1997 (SEC File Number 333-25295) covering 1,000,000 Common Shares, which in turn incorporated by reference the contents of the Company's registration statement on Form S-8 dated March 23, 1994 (SEC File Number 33-76846) covering 1,000,000 Common Shares. On March 23, 2001, the Company's Board of Directors approved resolutions amending and restating the Plan effective March 23, 2001 (together with all other amendments thereto and restatements thereof, the "Amended Plan") to increase the number of Common Shares issuable thereunder by 2,000,000 Common Shares to an aggregate of 6,000,000 Common Shares. On May 8, 2001, the Company's shareholders approved the Amended Plan. The total number of Common Shares currently registered for issuance pursuant to the Plan is 4,000,000 and this Registration Statement covers the additional 2,000,000 Common Shares to be registered hereunder. ITEM 8. EXHIBITS Reference is made to the Exhibit Index. 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 Chicago, Illinois, this 25th day of July, 2001. MANUFACTURED HOME COMMUNITIES, INC. By: /s/ Howard Walker --------------------------------- Howard Walker 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 indicated this 25th day of July, 2001. Signature Title /s/ Samuel Zell Chairman of the Board ---------------------------------- Samuel Zell /s/ Howard Walker Chief Executive Officer and Director ---------------------------------- (principal executive officer) Howard Walker /s/ Thomas P. Heneghan President and Chief Operating Officer ---------------------------------- Thomas P. Heneghan /s/ John M. Zoeller Vice President and Chief Financial Officer ---------------------------------- (principal financial officer) John M. Zoeller /s/ Mark Howell Principal Accounting Officer ---------------------------------- (principal accounting officer) Mark Howell 4 /s/ Howard Walker Chief Executive Officer and Director ---------------------------------- (principal executive officer) Howard Walker *Attorney-in-Fact /s/ John M. Zoeller Vice President and Chief Financial Officer ---------------------------------- (principal financial officer) John M. Zoeller *Attorney-in-Fact * Donald S. Chisholm Director ---------------------------------- Donald S. Chisholm * Thomas E. Dobrowski Director ---------------------------------- Thomas E. Dobrowski /s/ David A. Helfand Director ---------------------------------- David A. Helfand * Louis H. Masotti, Ph.D. Director ---------------------------------- Louis H. Masotti, Ph.D. * John F. Podjasek, Jr. Director ---------------------------------- John F. Podjasek, Jr. /s/ Sheli Z. Rosenberg Director ---------------------------------- Sheli Z. Rosenberg * Michael A. Torres Director ---------------------------------- Michael A. Torres * Gary Waterman Director ---------------------------------- Gary Waterman 5 EXHIBITS The following exhibits are filed as part of this Registration Statement. EXHIBIT NUMBER DESCRIPTION -------------- ----------- 4.1 Articles of Amendment and Restatement of Manufactured Home Communities, Inc., included as Exhibit 3.2 to the Company's Registration Statement on Form S-11 filed February 24, 1993 (SEC File No. 33-55994) and incorporated herein by reference. 4.2 Amended Bylaws of Manufactured Home Communities, Inc., included as Exhibit 3.3 to the Company's Registration Statement on Form S-3 filed November 12, 1999 (SEC File No. 333-90813) and incorporated herein by reference. 4.3 Manufactured Home Communities, Inc. 1992 Stock Option and Stock Award Plan, included as Appendix A to the Registrant's Definitive Proxy Statement dated March 30, 2001 (SEC File No. 001-11718) relating to the Annual Meeting of Stockholders held on May 8, 2001. 5.1 Legal opinion of Seyfarth Shaw dated as of July 25, 2001. 23.1 Consent of Ernst & Young LLP dated as of July 25, 2001. 23.2 Consent of Seyfarth Shaw (included in the opinion filed as Exhibit 5.1). 24.1 Power of Attorney for John F. Podjasek, Jr. dated July 25, 2001. 24.2 Power of Attorney for Michael A. Torres dated July 23, 2001. 24.3 Power of Attorney for Thomas E. Dobrowski dated July 20, 2001. 24.4 Power of Attorney for Gary Waterman dated July 23, 2001. 24.5 Power of Attorney for Donald S. Chisholm dated July 20, 2001. 24.6 Power of Attorney for Louis H. Masotti dated July 23, 2001.