<PAGE> 1
As filed with the Securities and Exchange Commission on June 21, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MODTECH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0825386
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2830 BARRETT AVENUE
PERRIS, CA 92571
(Address of Principal Executive Office) (Zip Code)
MODTECH HOLDINGS, INC. 1999 PREDECESSOR OPTIONS CONVERSION PLAN
(Full title of the plan)
EVAN M. GRUBER
2830 BARRETT AVENUE
PERRIS, CA 92571
(Name and address of agent for service)
(909) 943-4014
(Telephone number, including area code, of agent for service)
COPY TO:
JON R. HADDAN, ESQ.
HADDAN & ZEPFEL LLP
4675 MACARTHUR COURT, SUITE 710
NEWPORT BEACH, CA 92660
(949) 752-6100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount
to Be Registered Be Registered Offering Price Per Share Aggregate Offering Price Registration Fee
- ------------------- ------------- ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 1,181,163 $5.79(1) $6,838,934(1) $1,901
================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(h) based on the weighted average per share
exercise price.
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Incorporation by reference
The contents of the Registrant's Registration Statement on Form S-8 filed with
the Commission on May 21, 1999 (Commission File No. 333-79023) are incorporated
herein by reference. Pursuant to General Instruction E to Form S-8, the
Registrant is registering 1,181,163 additional shares hereby.
ITEM 8. EXHIBITS.
<TABLE>
<S> <C>
3.1 Certificate of Incorporation of the Company (1)
3.2 Bylaws of the Company (1)
5.1 Opinion of Haddan & Zepfel LLP
23.1 Consent of KPMG LLP
24.2 Consent of Haddan & Zepfel LLP (included in Exhibit 5.1)
</TABLE>
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(1) Incorporated by reference from the Company's Registration Statement on Form
S-4, filed with the Commission on October 27, 1998 (Commission File No.
333-69033).
<PAGE> 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 the City of Newport Beach, State of California, on June 18, 1999.
MODTECH HOLDINGS, INC.
By:/s/ EVAN M. GRUBER
-----------------------
Evan M. Gruber
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Evan M. Gruber his attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments to this 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 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 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 attorney-in-fact and
agent, 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 below by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ------ ----
<S> <C> <C>
(1) Principal Executive Officer
/s/ EVAN M. GRUBER Chief Executive Officer, Chairman June 18, 1999
- ------------------ of the Board and a Director
Evan M. Gruber
(2) Principal Financial and Accounting Officer
/s/ MICHAEL G. RHODES Chief Financial Officer and June 18, 1999
- --------------------- Chief Operating Officer
Michael G. Rhodes
(3) Directors
/s/ PATRICK VAN DEN BOSSCHE President, Secretary June 18, 1999
- --------------------------- and a Director
Patrick Van Den Bossche
/s/ CHARLES C. McGETTIGAN Director June 18, 1999
- -------------------------
Charles C. McGettigan
/s/ MYRON A. WICK III Director June 18, 1999
- ---------------------
Myron A. Wick III
/s/ DANIEL J. DONAHOE III Director June 18, 1999
- -------------------------
Daniel J. Donahoe III
/s/ CHARLES A. HAMILTON Director June 18, 1999
- -----------------------
Charles A. Hamilton
/s/ CHARLES R. GWIRTSMAN Director June 18, 1999
- ------------------------
Charles R. Gwirtsman
/s/ ROBERT W. CAMPBELL Director June 18, 1999
- ----------------------
Robert W. Campbell
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
3.1 Certificate of Incorporation of the Company(1)
3.2 Bylaws of the Company(1)
5.1 Opinion of Haddan & Zepfel LLP
23.1 Consent of KPMG LLP
24.2 Consent of Haddan & Zepfel LLP (included in Exhibit 5.1)
</TABLE>
- --------------------
(1) Incorporated by reference from the Company's Registration Statement on Form
S-4, filed with the Commission on October 27, 1998 (Commission File No.
333-69033).
<PAGE> 1
Exhibit 5.1
[LETTERHEAD OF HADDAN & ZEPFEL LLP]
June 18, 1999
Modtech Holdings, Inc.
2830 Barrett Avenue
Perris, CA 92571
Dear Sirs:
You have requested our opinion with respect to certain matters in
connection with the filing by Modtech Holdings, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission, covering the registration of up to 1,181,163
shares of the Company's Common Stock, $0.01 par value (the "Shares"), for
issuance pursuant to the Agreement and Plan of Reorganization and Merger, dated
September 28, 1998.
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Company's Certificate of Incorporation and Bylaws,
and the originals or copies certified to our satisfaction of such records,
documents, certificates, memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below. We
have assumed the genuineness and authenticity of all documents submitted to us
as originals, the conformity to originals of all documents submitted to us as
copies thereof and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the
Registration Statement will be validly issued, fully paid, and nonassessable
shares of Common Stock of the Company.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Haddan & Zepfel LLP
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Haddan & Zepfel LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 17, 1999, with
respect to the financial statements of Modtech, Inc. included in the Annual
Report of Modtech Holdings, Inc. on Form 10-K for the year ended December 31,
1998.
/s/ KPMG LLP
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KPMG LLP
Orange County, California
June 16, 1999
