-----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, DVOmDI12aUTbb1T4ImBJ41lT/YmoFsbvw2cIWmpDx2pMAenO6ylep1dQ/CGkKUGZ FAKUZYLh7NZBhRteKBnw8w== 0000914190-99-000122.txt : 19990331 0000914190-99-000122.hdr.sgml : 19990331 ACCESSION NUMBER: 0000914190-99-000122 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990330 EFFECTIVENESS DATE: 19990330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEATHERLITE INC CENTRAL INDEX KEY: 0000928064 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK TRAILERS [3715] IRS NUMBER: 411621676 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-75255 FILM NUMBER: 99578440 BUSINESS ADDRESS: STREET 1: HIGHWAYS 63 & 9 STREET 2: PO BOX 320 CITY: CRESCO STATE: IA ZIP: 52136 BUSINESS PHONE: 3195476000 MAIL ADDRESS: STREET 1: HWY 63 & 9 STREET 2: PO BOX 320 CITY: CRESCO STATE: IA ZIP: 52136 FORMER COMPANY: FORMER CONFORMED NAME: FEATHERLITE MFG INC DATE OF NAME CHANGE: 19940809 S-8 1 FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 Featherlite, Inc. (Exact Name of Registrant as Specified in its Charter) Minnesota 41-1621676 (State or Other Juris- (I.R.S. Employer diction of Incorporation Identification Number) or Organization) Highways 63 and 9, P. O. Box 320 Cresco, Iowa 52316 (Address of Principal Executive Office and Zip Code) Featherlite, Inc. 1994 Stock Option Plan (Full Title of the Plan) Conrad D. Clement President and Chief Executive Officer Featherlite, Inc. Highways 63 and 9, P. O. Box 320 Cresco, Iowa 52316 (319) 547-6000 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Timothy M. Heaney Fredrikson & Byron, P.A. 1100 International Centre Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE ======================== ====================== ====================== ====================== ====================== Proposed Proposed Maximum Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Options to Purchase Common Stock under the Plan Indefinite $ 0.00 $ 0.00 $0.00 Common Stock issuable upon exercise of options granted under the Plan 550,000 shares $5.65625 $3,110,938 $865 --- TOTAL: $865 - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- ======================== ====================== ====================== ====================== ======================
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein and any additional securities which may become issuable pursuant to anti-dilution provisions of the plan. (2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant's Common Stock on March 26, 1999. The purpose of this Registration Statement is to register additional shares for issuance under the Registrant's 1994 Stock Option Plan. The contents of the Registrant's Registration Statement on Form S-8, Reg. No. 33-90860, are incorporated herein by reference. SIGNATURES The Registrant. 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 Cresco and State of Iowa, on the 30th day of March, 1999. FEATHERLITE, INC. (the "Registrant") By /s/ Conad D. Clement Conrad D. Clement, President and Chief Executive Officer 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 dates indicated. (Power of Attorney) Each of the undersigned constitutes and appoints Conrad D. Clement and Jeffery A. Mason his true and lawful attorney-in-fact and agent, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement of Featherlite, Inc. relating to the Company's 1994 Stock Option Plan and any or all amendments or post-effective amendments to the Form S-8 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 attorneys-in-fact and agents, each acting alone, 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 the undersigned might or could do in person, hereby ratifying and confirming allthat said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Signature Title Date /s/ Conrad D. Clement President, Chief Executive March 30, 1999 Conrad D. Clement Officer and Director (principal executive officer) /s/ Jeffery A. Mason Chief Financial Officer and March 30, 1999 Jeffery A. Mson Director (principal financial and accounting officer) /s/ Tracy J. Clement Executive Vice President March 30, 1999 Tracy J. Clement and Director /s/ Donald R. Brattain Director March 30, 1999 Donald R. Brattain /s/ Kenneth D. Larson Director March 30, 1999 Kenneth D. Larson /s/ John H. Thomson Director March 30, 1999 John H. Thomson /s/ Thomas J. Winkel Director March 30, 1999 Thomas J. Winkel SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FEATHERLITE, INC. Form S-8 Registration Statement EXHIBIT INDEX Exhibit Number Exhibit Description 5 Opinion and Consent of counsel re securities under the Plan 23.1 Consent of counsel (See Exhibit 5) 23.2 Consent of independent accountants 24 Power of attorney (See Signature Page) EX-5 2 OPINION AND CONSENT EXHIBIT 5 FREDRIKSON & BYRON, P.A. 900 Second Avenue South, Suite 1100 Minneapolis, Minnesota 55402 Telephone: (612) 347-7000 Facsimile: (612) 347-7077 March 30, 1999 Featherlite, Inc. P. O. Box 320 Highways 63 and 9 Cresco, Iowa 52136 Re: Registration Statement on Form S-8 Ladies/Gentlemen: We are acting as corporate counsel to Featherlite, Inc. (the "Company") in connection with the original registration by the Company on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act") of options and 550,000 shares (the "Shares") of Common Stock issuable pursuant to the Company's 1994 Stock Option Plan (the "Plan"). In acting as such counsel and for the purpose of rendering this opinion, we have reviewed copies of the following, as presented to us by the Company: 1. The Company's Articles of Incorporation, as amended. 2. The Company's Bylaws, as amended. 3. Certain corporate resolutions adopted by the Board of Directors and shareholders of the Company pertaining to the adoption and approval of the Plan and the increase in the number of shares reserved for issuance thereunder. 4. The Plan. 5. The Registration Statement. Based on, and subject to, the foregoing and upon representations and information provided by the Company or its officers or directors, it is our opinion as of this date that: 1. The Shares are validly authorized by the Company's Articles of Incorporation, as amended. 2. Upon issuance and delivery of the Shares against receipt by the Company of the consideration for the Shares pursuant to the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, FREDRIKSON & BYRON, P.A. By /s/ Timothy M. Heaney Timothy M. Heaney EX-23.2 3 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Form S-8 Registration Statement of our report dated February 8, 1999, on the consolidated financial statements of Featherlite, Inc. (the "Registrant"), which report and statements appear, or are incorporated by reference, in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998. /s/ MCGLADREY & PULLEN, LLP Rochester, MN March 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----