-----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, NzFPXraAMy6GefxCS6OQd52oM8T2KwKBVPfN/BwtxWws9QgPtv/PfVy0SSMYoiGY EBsM5vQDCZx5OtA6GXMf9A== /in/edgar/work/20000627/0000950130-00-003548/0000950130-00-003548.txt : 20000920 0000950130-00-003548.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950130-00-003548 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000627 EFFECTIVENESS DATE: 20000627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHATEAU COMMUNITIES INC CENTRAL INDEX KEY: 0000912393 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 383132038 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40166 FILM NUMBER: 661120 BUSINESS ADDRESS: STREET 1: 6430 S QUEBEC ST CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037413707 MAIL ADDRESS: STREET 1: 19500 HALL ROAD CITY: CLINTON STATE: MI ZIP: 48038 FORMER COMPANY: FORMER CONFORMED NAME: CHATEAU PROPERTIES INC DATE OF NAME CHANGE: 19930921 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on June 27, 2000 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 __________ CHATEAU COMMUNITIES, INC. (Exact name of Registrant as specified in its charter) Maryland 38-3132038 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6160 South Syracuse Way Greenwood Village, Colorado 80111 (303) 741-3707 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) __________ Chateau Communities, Inc. 1999 Equity Compensation Plan (Full title of the Plan) __________ Gary P. McDaniel Chief Executive Officer Chateau Communities, Inc. 6160 South Syracuse Way Greenwood Village, Colorado 80111 (303) 741-3707 (Name, address, including zip code, and telephone number, including area code, of agent for service) __________ Copies to: Jay L. Bernstein, Esq. Clifford Chance Rogers & Wells LLP 200 Park Avenue New York, New York 10166 CALCULATION OF REGISTRATION FEE
============================= ======================= ====================== ============================ ========================== Title of Securities Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of to be Registered Registered(1) Offering Price Per Offering Price Registration Fee Share(2) - ----------------------------- ----------------------- ---------------------- ---------------------------- -------------------------- Common Stock, par value 900,000 shares $27.3125 $24,581,250 $6,489.45 $.01 per share ============================= ======================= ====================== ============================ ==========================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Act"), the number of shares being registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends, or similar transactions in accordance with provisions of the plan. (2) Estimated, pursuant to Rule 457(h), on the basis of the average of the high and the low prices of the Company's Common Stock reported on the New York Stock Exchange on May 31, 2000. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The information specified by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Act and the introductory Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference We incorporate by reference into this Registration Statement the following documents which we previously filed with the Securities and Exchange Commission (the "Commission"): (a) Our Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-12496). (b) Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000 and June 30, 1999 (Commission File No. 1-12496). (c) The description of our Common Stock contained in our registration statement on Form 8-A, filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), including any amendments or reports filed for the purpose of updating such description. (d) All other reports we have filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since December 31, 1999. When we file documents in accordance with Section 13(a), 13(c), 14 and 15(d) of the Exchange Act between the date of this Registration Statement and the time we file a post-effective amendment to the Registration Statement saying all the securities which are the subject of that Registration Statement have been sold or deregistering any securities which have not been sold, the documents we file will be incorporated into this Registration Statement and will be a part of it beginning on the date the documents are filed. If any documents which we file changes anything said in this Registration Statement or in an earlier document which is incorporated into this Registration Statement, the later document will modify or supersede what is said in this Registration Statement or the earlier document. You may request a copy of these filings at no cost, other than exhibits to those documents which are not specifically incorporated by reference, by writing or telephoning us at the following address: Chateau Communities, Inc. 6160 South Syracuse Way Greenwood Village, Colorado 80111 Telephone: (303) 741-3707 2 Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers Our Charter limits the liability of our directors and officers to us and our stockholders to the fullest extent permitted from time to time by Maryland law. Maryland law presently permits the liability of directors and officers to a corporation or its stockholders for money damages to be limited, except to the extent that (i) it is proved that the director or officer actually received an improper benefit or profit in money, property or services for the amount of the benefit or profit in money, property or services actually received, or (ii) a judgment or other final adjudication is entered in a proceeding based on a finding that the director's or officer's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. This provision does not limit our ability or the ability of our stockholders to obtain other relief, such as an injunction or rescission. Our Charter and By-Laws require (or permit, as the case may be) us to indemnify our directors, officers and certain other parties to the fullest extent permitted from time to time by Maryland law. The Maryland General Corporation Law ("MGCL") permits a corporation to indemnify its directors, officers and certain other parties against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service to or at the request of the corporation, unless it is established that (i) the act or omission of the indemnified party was material to the matter giving rise to the proceeding and (x) was committed in bad faith or (y) was the result of active and deliberate dishonesty, (ii) the indemnified party actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal proceeding, the indemnified party had reasonable cause to believe that the act or omission was unlawful. Indemnification may be made against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the director or officer in connection with the proceeding; provided, however, that if the proceeding is one by or in the right of the corporation, indemnification may not be made with respect to any proceeding in which the director or officer has been adjudged to be liable to the corporation. In addition, a director or officer may not be indemnified with respect to any proceeding charging improper personal benefit to the director or officer in which the director or officer was adjudged to be liable on the basis that personal benefit was improperly received. The termination of any proceeding by conviction, or upon a plea of nolo contendere or its equivalent, or an entry of any order of probation prior to judgment, creates a rebuttable presumption that the director or officer did not meet the requisite standard of conduct required for indemnification to be permitted. It is the position of the Securities and Exchange Commission that indemnification of directors and officers for liabilities arising under the Act is against public policy and is unenforceable pursuant to Section 14 of the Act. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits Exhibit No. Description - ----------- ----------- 3.1 Our Articles of Amendment and Restatement (1993)* 3.2 Our Articles of Amendment (1995)** 3 Exhibit No. Description - ----------- ----------- 3.3 Our Articles of Amendment (1997)*** 3.4 Our Amended and Restated By-Laws**** 3.5 Our Articles Supplementary***** 4.1 Form of Common Stock Certificates****** 5.1 Opinion of Clifford Chance Rogers & Wells LLP 10.1 Amended and Restated Agreement of Limited Partnership of the Operating Partnership******* 10.2 Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership******** 23.2 Consent of PricewaterhouseCoopers LLP 24 Powers of Attorney (included on signature pages hereto) 99.1 Chateau Communities, Inc. 1999 Equity Compensation Plan********* - ------------------- *Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1995, filed with the Commission on August 10, 1995 (Commission File No. 1-12496) **Incorporated by reference to the Exhibits filed with our Form S-8, filed with the Commission on June 5, 1997 (Commission File No. 333-28583) ***Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K, filed with the Commission on May 30, 1997 (Commission File No. 1-12496) ****Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1997, filed with the Commission on May 15, 1997 (Commission File No. 1-12496) *****Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K, filed with the Commission on May 1, 1998 (Commission File No. 1-12496) ******Incorporated by reference to the Exhibits filed with our Registration Statement on Form S-11 filed with the Commission on November 10, 1993 (Commission File No. 333-69150) *******Incorporated by reference to the Exhibits filed with our Annual Report on Form 10-K for the year ended December 31, 1997, filed with the Commission on March 23, 1998 (Commission File No. 1-12496) ********Incorporated by reference to the Exhibits filed with the Operating Partnership's Current Report on Form 8-K, filed with the Commission on May 1, 1998 (Commission File No. 33-85492) 4 *********Incorporated by reference to our Proxy Statement, filed with the Commission on April 7, 1999 (Commission File No. 1-12496) Item 9. Undertakings (a) The undersigned 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: (i) To include any prospectus required by Section 10(a)(3) of the Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) 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; provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to information contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under 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) To remove from registration by means of a post-effective amendment of any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for 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 Exchange Act (and, where applicable, each filing of the employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, 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 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, 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 5 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. 6 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 a 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 Greenwood Village, State of Colorado, on the 27th of June, 2000. CHATEAU COMMUNITIES, INC. By: /s/ Tamara D. Fischer ------------------------------- Tamara D. Fischer Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gary P. McDaniel, C.G. Kellogg and Tamara D. Fischer, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including any pre-effective and post-effective amendments, to this Registration Statement on Form S-8 and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all applications and other documents in connection therewith, with the Securities and Exchange Commission and any state or other securities authority, granting unto said attorneys-in-fact and agents, and each of them 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 attorneys-in-fact or agents, or any of them, 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 by the following persons in the capacities and on the date indicated:
Signature Title Date /s/ John A. Boll Chairman of the Board of Directors May 18, 2000 - --------------------------- John A. Boll /s/ Gary P. McDaniel Director and Chief Executive Officer May 18, 2000 - --------------------------- (Principal Executive Officer) Gary P. McDaniel /s/ C.G. Kellogg Director and President May 18, 2000 - --------------------------- C.G. Kellogg /s/ Tamara D. Fischer Chief Financial Officer (Principal Financial and May 18, 2000 - --------------------------- Accounting Officer) Tamara D. Fischer /s/ Edward R. Allen Director May 18, 2000 - --------------------------- Edward R. Allen /s/ James L. Clayton Director May 18, 2000 - --------------------------- James L. Clayton
7 Signature Title Date /s/ Steven G. Davis Director May 18, 2000 - --------------------------- Steven G. Davis /s/ James M. Hankins Director May 18, 2000 - --------------------------- James M. Hankins /s/ James M. Lane Director May 18, 2000 - --------------------------- James M. Lane /s/ Donald E. Miller Director May 18, 2000 - --------------------------- Donald E. Miller /s/ Gebran S. Anton, Jr. Director May 18, 2000 - --------------------------- Gebran S. Anton, Jr. /s/ Rhonda Hogan Director May 18, 2000 - --------------------------- Rhonda Hogan
8 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 3.1 Our Articles of Amendment and Restatement (1993)* 3.2 Our Articles of Amendment (1995)** 3.3 Our Articles of Amendment (1997)*** 3.4 Our Amended and Restated By-Laws**** 3.5 Our Articles Supplementary***** 4.1 Form of Common Stock Certificates****** 5.1 Opinion of Clifford Chance Rogers & Wells LLP 10.1 Amended and Restated Agreement of Limited Partnership of the Operating Partnership******* 10.2 Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership******** 23.2 Consent of PricewaterhouseCoopers LLP 24 Powers of Attorney (included on signature pages hereto) 99.1 Chateau Communities, Inc. 1999 Equity Compensation Plan*********
- ------------------- *Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1995, filed with the Commission on August 10, 1995 (Commission File No. 1-12496) **Incorporated by reference to the Exhibits filed with our Form S-8, filed with the Commission on June 5, 1997 (Commission File No. 333-28583) ***Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K, filed with the Commission on May 30, 1997 (Commission File No. 1-12496) ****Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1997, filed with the Commission on May 15, 1997 (Commission File No. 1-12496) *****Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K, filed with the Commission on May 1, 1998 (Commission File No. 1-12496) ******Incorporated by reference to the Exhibits filed with our Registration Statement on Form S-11 filed with the Commission on November 10, 1993 (Commission File No. 33-85492) *******Incorporated by reference to the Exhibits filed with our Annual Report on Form 10-K for the year ended December 31, 1997, filed with the Commission on March 23, 1998 (Commission File No. 1-12496) 9 ********Incorporated by reference to the Exhibits filed with the Operating Partnership's Current Report on Form 8-K, filed with the Commission on May 1, 1998 (Commission File No. 33-85492) *********Incorporated by reference to our Proxy Statement, filed with the Commission on April 7, 1999 (Commission File No. 1-12496) 10 EX-5.1 2 0002.txt OPINION OF CLIFFORD CHANCE ROGERS & WELLS LLP EXHIBIT 5.1 Clifford Chance Rogers & Wells LLP 200 Park Avenue New York, NY 10166 June 27, 2000 Chateau Communities, Inc. 6160 South Syracuse Way Greenwood Village, Colorado 80111 Ladies and Gentlemen: We have acted as special counsel to Chateau Communities, Inc., a Maryland corporation (the "Company"), in connection with the preparation and filing of the Company's Registration Statement on Form S-8 (such registration statement in the form first filed being referred to herein as the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), covering 900,000 shares (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"), which have been reserved by the Company for issuance pursuant to the Company's 1999 Equity Compensation Plan (the "Plan"). In rendering the opinions expressed herein, we have examined the Registration Statement, the Company's Amended and Restated Articles of Incorporation, as amended to date (the "Charter"), and the Amended and Restated Bylaws, as amended to date, and such corporate proceedings of the Company and such other documents as we have deemed necessary. We have also examined and relied as to factual matters upon the representations, warranties and other statements contained in originals or copies, certified or otherwise identified to our satisfaction, of such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals, the conformity with originals of all documents submitted to us as copies and the absence of any amendments or modifications to those items reviewed by us. In rendering the opinions set forth herein, we have assumed that (i) prior to the issuance of any shares of Common Stock, there will exist, under the Charter, the requisite number of authorized but unissued shares of Common Stock; and (ii) appropriate certificates representing shares of Common Stock will be executed and delivered upon the issuance and sale of any such Shares, and that such certificates will comply with all applicable requirements of Maryland law. We have further assumed that (i) the awards and grants under the Plan pursuant to which the Shares are issuable will have been duly authorized and issued by the Company in accordance with the terms and provisions of the Plan and in accordance with the Charter and applicable Maryland law, (ii) the resolutions authorizing the Company to issue the Shares in accordance with the terms and provisions of the Plan will remain in effect and unchanged at all times during which the Shares are issued by the Company, and (iii) the Registration Statement, and any amendments thereto, at the time of issuance of the Shares, will continue to be effective. Chateau Communities, Inc. Page 2 June 27, 2000 Based upon the foregoing and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery of the Shares by the Company against payment therefor in accordance with the terms and provisions of the Plan, such Shares will be validly issued, fully paid and nonassessable by the Company. The opinions stated herein are given as of the date hereof and are limited to the federal laws of the United States and the laws of the State of Maryland. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are within the category of persons whose consent is required under the Securities Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Clifford Chance Rogers & Wells LLP EX-23.2 3 0003.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANT We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 8, 2000 relating to the consolidated financial statements and financial statement schedule, which appears in Chateau Communities, Inc. Annual Report on Form 10-K for the year ended December 31, 1999. PricewaterhouseCoopers LLP Denver, Colorado June 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----