As filed with the Securities and Exchange Commission on May 11, 1995.
Registration No. 33-_____
----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 50549
FORM S-8
Registration Statement Under
the Securities Act of 1933
--------------------------
COACHMEN INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
INDIANA 35-1101097
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
601 EAST BEARDSLEY AVENUE
ELKHART, INDIANA 46514
(Address of Principal Executive Offices)
COACHMEN INDUSTRIES, INC.
1994 OMNIBUS STOCK INCENTIVE PROGRAM
(Full Title of the Plan)
GARY L. GROOM
EXECUTIVE VICE PRESIDENT,
FINANCE AND SECRETARY
COACHMEN INDUSTRIES, INC.
601 EAST BEARDSLEY AVENUE
ELKHART, INDIANA 46514
(Name and Address of Agent For Service)
(219) 262-0123
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee
-----------------------------------------------------------------------------
Common Stock (without par 500,000 Shares $16.75 $8,375,000 $2,888.00
value) including Common
Share Purchase Rights(3)
-----------------------------------------------------------------------------
(1) An undetermined number of additional shares may be issued if the anti-
dilution adjustment provisions of the plan become operative.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with rule 457(c) and (h) under the Securities Act of 1933 on
the basis of the average of the high and low prices of the Common Stock
as reported on the New York Stock Exchange on May 10, 1995.
(3) Prior to the occurrence of certain events, the Common Share Purchase
Rights will not be evidenced separately from the Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
registration statement:
(1) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, which has heretofore been filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "1934 Act").
(2) Registrant's Current Report on Form 8-K/A dated April 13, 1995.
(3) The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the 1934 Act.
(4) The description of Registrant's Shareholder Rights Plan contained
in Registrant's Registration Statement on Form 8-A, as amended, filed with
the Commission pursuant to Section 12 of the 1934 Act.
All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents"); provided, however, that the documents enumerated
above or subsequently filed by the registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 in each year
during which the offering made by this registration statement is in effect
prior to the filing with the Commission of the registrant's Annual Report on
Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this registration statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
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.
The securities to be offered are registered under Section 12(b) of
the 1934 Act.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 11 of the By-laws of the Registrant provides for the
indemnification by the Registrant of each director, officer or employee of
the Registrant or any of its subsidiaries in connection with any claim,
action, suit or proceeding brought or threatened by reason of his position
with the Registrant or any of its subsidiaries. In addition, Sections 23-1-
37-1 to 15 of the Indiana Business Corporation Law specifically empowers the
Registrant to indemnify, subject to the standards therein prescribed, any
director or officer in connection with any action, suit or proceeding brought
or threatened by reason of the fact that he is or was a director or officer
of the Registrant.
Registrant maintains directors and officers liability insurance
covering all directors and officers of the Registrant against claims arising
out of the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
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 of 1933 (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) That, for the 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 Securities Exchange Act of 1934 (and where applicable
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.
(4) 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.
(5) Insofar as indemnification for liabilities arising under the
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 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Elkhart, State of
Indiana, on the 10th day of May, 1995.
COACHMEN INDUSTRIES, INC.
By: /s/ Thomas H. Corson
-----------------------
Thomas H. Corson,
Chairman and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Coachmen Industries,
Inc. hereby severally constitute Thomas H. Corson and Gary L. Groom, and each
of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and
any and all amendments (including post-effective amendments) to said
Registration Statement, and generally to do all such things in our name and
behalf in the capacities indicated below to enable Coachmen Industries, Inc.
to comply with the provisions of the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement and any and all amendments
thereto.
Pursuant to the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on the
10th day of May, 1995.
Signature Title
/s/ Thomas H. Corson Chairman, Chief Executive
------------------------------- Officer and Director
Thomas H. Corson (principal executive officer)
/s/ Keith D. Corson
------------------------------- President, Chief Operating
Keith D. Corson Officer and Director
/s/ Gary L. Groom
------------------------------- Executive Vice President-
Gary L. Groom Finance, Secretary and
Director (principal
financial and accounting
officer)
/s/ Claire C. Skinner
------------------------------- Director
Claire C. Skinner
/s/ Philip C. Barker
------------------------------- Director
Philip C. Barker
/s/ R. James Harring
------------------------------- Director
R. James Harring
/s/ William P. Johnson
------------------------------- Director
William P. Johnson
/s/ Philip G. Lux
------------------------------- Director
Philip G. Lux
/s/ William G. Milliken
------------------------------- Director
William G. Milliken
EXHIBIT INDEX
Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by Registrant with the Securities and Exchange
Commission, as indicated. All other documents listed are filed with this
Registration Statement.
Exhibit Number Description
-------------- ------------
4.1 * 1994 Omnibus Stock Incentive Program (Exhibit A to Registrant's
Proxy Statement dated March 28, 1994, for its 1994 Annual
Meeting of Shareholders).
4.2 * Articles of Incorporation of Registrant (Exhibit 3(i) to
Registrant's Form 10-K for 1980).
4.3 * By-laws of Registrant (Exhibit 3(ii) to Registrant's Form 10-K
for 1989).
4.4 * Shareholder Rights Plan (Exhibit 1 to Registrant's Form 8-A
dated February 6, 1990).
5 Opinion (including consent) of McDermott, Will & Emery
23 Consent of Independent Accountants.
EXHIBIT 5
May 11, 1995
Coachmen Industries, Inc.
601 East Beardsley Avenue
Elkhart, Indiana 46515
RE: 500,000 Shares of Common Stock (without par
value) including Common Share Purchase
Rights for Coachmen Industries, Inc.'s 1994
Omnibus Stock Incentive Program (the "Plan")
Gentlemen:
We have acted as counsel for Coachmen Industries, Inc. (the "Company")
in connection with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") for the registration under the
Securities Act of 1933, as amended, of 500,000 shares of the Company's Common
Stock, no par value (the "Common Stock"), which may be purchased pursuant to
the Plan and 500,000 Common Share Purchase Rights which currently are
attached to, and trade with, the Common Stock.
We have examined or considered:
1. A copy of the Company's Articles of Incorporation.
2. The By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of Indiana,
as of a recent date, as to the good standing of the Company in that
state.
4. A copy of resolutions duly adopted by the Board of Directors of
the Company relating to the Plan.
5. A copy of the Plan.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
Based on the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Indiana.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Common Stock under
the Plan have been duly taken, and the Common Stock, upon issuance
pursuant to the terms of the Plan, and the related Common Share Purchase
Rights, will be duly authorized, legally and validly issued, fully paid
and nonassessable.
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the company as an Exhibit to
the Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
WJQ/bjs
01376\010\10OPNWJQ.001
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Coachmen Industries, Inc. on Form S-8 of our reports dated January 27,
1995, on our audits of the consolidated financial statements and financial
statement schedule of Coachmen Industries, Inc. and subsidiaries as of
December 31, 1994 and 1993, and for each of the three years in the period
ended December 31, 1994, which reports are incorporated by reference or
included in Coachmen Industries, Inc. Annual Report on Form 10-K for the year
ended December 31, 1994.
COOPERS & LYBRAND L.L.P.
Elkhart, Indiana
May 11, 1995
01376\010\10EXH-23.001
