As filed with the Securities and Exchange Commission on December __, 2000.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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.)
2831 DEXTER DRIVE
ELKHART, INDIANA 46514
(Address of Principal Executive Offices)
COACHMEN INDUSTRIES, INC.
RETIREMENT PLAN AND TRUST,
2000 OMNIBUS STOCK INCENTIVE PROGRAM
AND
SUPPLEMENTAL DEFERRED COMPENSATION PLAN
(Full Title of the Plans)
RICHARD M. LAVERS Telephone number,
GENERAL COUNSEL including area code,
AND SECRETARY of agent for service:
COACHMEN INDUSTRIES, INC. (219) 262-0123
2831 DEXTER DRIVE
ELKHART, INDIANA 46514
(Name and Address of Agent For Service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered1,2 Per Share3 Price3 Fee
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<S> <C> <C> <C> <C>
Common Stock (without par 2,000,000 Shares $8.50 $17,000,000
value), including Common Share
Purchase Rights4
Supplemental Deferred Compensation
Plan ("SDCP") Obligations5 $3,000,000 NA $ 3,000,000
----------- ------
$20,000,000 $5,280
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1 An undetermined number of additional shares may be issued if the anti-dilution adjustment provisions of the
plans become operative.
2 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the Retirement Plan and Trust described
herein.
3 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 December 19, 2000.
4 Prior to the occurrence of certain events, the Common Share Purchase Rights will not be evidenced separately
from the Common Stock.
5 Participants in the Supplemental Deferred Compensation Plan may elect to have the SDCP Obligations treated as
if such amount had been used to purchase Coachmen Common Stock. For purposes of this Registration Statement,
this investment option is referred to as a Common Stock Index. The Common Stock Index will accrue earnings
(or losses) on the SDCP Obligations based on the performance of Coachmen Common Stock. No additional
consideration will be paid for the Common Stock Index.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Coachmen Industries, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
(File No. 1- 7160) are incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, which has heretofore been filed by the
Company with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act").
(2) The Company's Quarterly Reports on Form 10-Q for
the quarter periods, ended March 31, 2000, June 30, 2000 and September 30, 2000
which have heretofore been filed by the Company with the Commission pursuant to
the 1934 Act.
(3) The Company's Current Reports on Form 8-K filed
with the Commission on January 11, 2000; April 20, 2000; May 2, 2000; May 8,
2000; June 28, 2000; July 5, 2000; August 24, 2000; September 6, 2000; September
7, 2000; October 2, 2000; October 19, 2000; October 26, 2000; November 13, 2000;
and November 21, 2000.
(4) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the 1934 Act.
(5) The description of the Company's Common Share
Purchase Rights contained in the Company'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 the Company and the
Company's Retirement Plan and Trust 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 registrants
pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act in each year
during which the offering made by this registration statement is in effect prior
to the filing with the Commission of the registrants' Annual Reports on 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 Reports.
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 Common Stock to be offered is registered under Section
12(b) of the 1934 Act.
The Supplemental Deferred Compensation Plan (the "Plan") was
approved by the Company's Board of Directors to be effective on or after January
1, 2001. The Obligations under the Plan being registered herein pursuant to this
Registration Statement are to be offered to certain eligible employees of the
Company ("Participants") pursuant to the terms of the Plan.
The Obligations are general unsecured obligations of the
Company to pay deferred compensation in the future in accordance with the terms
of the Plan from the general assets of the Company, and rank "pari passu" with
other unsecured and unsubordinated indebtedness of the Company from time to time
<PAGE>
outstanding. "Pari passu" is a Latin expression used in conversation by certain
lawyers, accountants and other business professionals, meaning ratably or
without preference.
The amount of compensation deferred by each Participant is
determined in accordance with each Participant's election. Obligations in an
amount equal to each Participant's Deferral Account (consisting of deferred
compensation for a plan year and any earnings or losses in value thereon) will
be payable on the withdrawal date either elected by the Participant or upon the
occurrence of certain events as provided under the Plan.
Under the Plan, Obligations earn or lose value based on the
investment performance of one or more of the various investment funds offered
under the Plan and selected by the Participants. However, the Company is not
obligated to invest in such funds. The investment funds are used only for
purposes of crediting or debiting the Participants' Deferral Accounts with
deemed earnings or losses. Participants have no actual investment in these
funds. One of the funds invests primarily in Common Stock of the Company (the
Common Stock Index). There may be no actual purchase of the Company's Common
Stock or any of the other investment funds. To the extent that dividends are
paid on the Company's Common Stock, a like amount will be added to Participant's
account and deemed reinvested in Common Stock. The Common Stock Index may be
deemed to be a "security" under the Securities Act of 1933, and as such, it is
being registered on this Form S-8 Registration Statement.
The Obligations are not convertible into another security of
the Company. The Obligations will not have the benefit of any negative pledge or
any other affirmative or negative covenant on the part of The Company. Neither
will the Obligations have the benefit of any lien on any specific property of
The Company.
The Obligations cannot be alienated, sold, transferred,
assigned, pledged, attached, garnished or otherwise encumbered, and pass only to
a survivor beneficiary designated under the Plan, or as provided by the terms of
the Plan.
The Obligations, and the earnings and losses related thereto,
are held as a Company asset within a special trust, called a "Rabbi Trust." The
Rabbi Trust is intended to protect the Obligations from being used for any
purpose other than to pay the promised benefit to the Participants. The Rabbi
Trust does not protect the Obligations in the event of The Company's bankruptcy
or insolvency.
The Company reserves the right to amend or terminate the Plan
at any time, except that no such amendment or termination shall adversely affect
a Participant's right to Obligations in the amount of the Participant's Deferral
Accounts as of the date of such amendment or termination.
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 or her 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 or she 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.
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<PAGE>
Item 8. Exhibits.
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Reference is made to the Exhibit Index.
Item 9. Undertakings.
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The registrants hereby undertake:
(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.
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<PAGE>
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 20th
day of December, 2000.
COACHMEN INDUSTRIES, INC.
By: /s/ Claire C. Skinner
--------------------------------------------------
Claire C. Skinner,
Chairman of the Board, Chief Executive Officer and
President
POWER OF ATTORNEY
We, the undersigned officers and directors of Coachmen
Industries, Inc. hereby severally constitute Claire C. Skinner and Richard M.
Lavers, 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 20th day of December, 2000.
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Signature Title
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<S> <C>
/s/ Claire C. Skinner
------------------------------------ Chairman of the Board, Chief Executive Officer, President and Director
Claire C. Skinner (principal executive officer)
/s/ James E. Jack
------------------------------------ Executive Vice President and Chief Financial Officer
James E. Jack (principal financial officer)
/s/ William M. Angelo
------------------------------------ Vice President and Chief Accounting Officer
William M. Angelo
/s/ Thomas H. Corson
------------------------------------ Director
Thomas H. Corson
/s/ Keith D. Corson
------------------------------------ Director
Keith D. Corson
/s/ Geoffrey B. Bloom
------------------------------------ Director
Geoffrey B. Bloom
/s/ Robert J. Deputy
------------------------------------ Director
Robert J. Deputy
II-4
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/s/ Donald W. Hudler
------------------------------------ Director
Donald W. Hudler
/s/ William P. Johnson
------------------------------------ Director
William P. Johnson
/s/ Philip G. Lux
------------------------------------ Director
Philip G. Lux
/s/ Edwin W. Miller
------------------------------------ Director
Edwin W. Miller
/s/ Frederick M. Miller
------------------------------------ Director
Frederick M. Miller
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Pursuant to the requirements of the Securities Act of 1933, the Coachmen
Industries, Inc. Retirement Plan and Trust duly caused this Registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Elkhart, State of Indiana, on December 20, 2000.
COACHMEN INDUSTRIES, INC.
RETIREMENT PLAN AND TRUST
By: /s/ James E. Jack
------------------------------------------------
Committee Member
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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5 Opinion (including consent) of McDermott, Will & Emery.*
23.1 Consent of Independent Accountants.*
*Filed herewith
