As filed with the Securities and Exchange Commission on April 7, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COLLINS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-0985160
(State of Incorporation) (I.R.S. Employer Identification Number)
421 East 30th Avenue
Hutchinson, Kansas 67502
(316) 663-5551
(Address including zip code and telephone number, including
area code of registrant's principal executive offices.)
))))))))
Larry W. Sayre
Vice President Finance and Chief Financial Officer
421 East 30th Avenue
Hutchinson, Kansas 67502
(316) 663-5551
))))))))
Copies to:
Jennings J. Newcom, Esq.
Shook, Hardy & Bacon L.L.P.
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105-2118
(816) 474-6550
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.
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If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [X]
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Amount to Maximum Maximum Amount of
Securities to be Offering Aggregate Registration
be Registered Price Per Offering Fee
Registered Share(1) Price
Common Stock,
par value 263,850 $4.375 $1,154,344 $350
$.10 per share
(1) Based on the average high and low sales prices of the Registrant's
Common Stock as reported on the Nasdaq National Market System on April 2,
1997, and is used solely to estimate the aggregate offering price
for the purpose of calculating the registration fee.
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The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.
COLLINS INDUSTRIES, INC.
Cross Reference Sheet
Item Number and Caption in Form S-3 Location in Prospectus
1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus Cover Page
3. Summary Information, Risk
Factors and Ratio of Earnings
to Fixed Charges Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders;
Exhibit A
8. Plan of Distribution Plan of Distribution
9. Description of the Securities
to be Registered Cover Page
10. Interest of Named Experts and
Counsel Legal Matters; Experts
11. Material Changes Risk Factors
12. Incorporation of Certain
Information by Reference Incorporation of Certain
Documents by Reference
13. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities Indemnification
PROSPECTUS
Subject to Completion,
April 7, 1997
COLLINS INDUSTRIES, INC.
263,850 Shares of Common Stock
This Prospectus is being used in connection with the offering
from time to time by certain stockholders (collectively, the
"Selling Stockholders") of Collins Industries, Inc., a Missouri
corporation (the "Company"), certain of whom may be deemed
"affiliates" (as defined in Section 405 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the
"Securities Act")) of the Company, of up to 263,850 shares (the
"Shares") of common stock, par value $.10 per share, of the
Company (the "Common Stock").
The Selling Stockholders may sell the Shares (i) in one or more
transactions (which may involve one or more block transactions)
on the National Market System of the National Association of
Securities Dealers Automated Quotation System ("Nasdaq"), (ii) in
separately negotiated transactions or (iii) in a combination of
such transactions. Each sale may be made either at market prices
prevailing at the time of such sale or at negotiated prices.
Some or all of the Shares may be sold through brokers acting on
behalf of the Selling Stockholders or to dealers for resale by
such dealers, and in connection with such sales, such brokers or
dealers may receive compensation in the form of discounts or
commissions from the Selling Stockholders and/or the purchasers
of such Shares for whom they may act as broker or agent (which
discounts or commissions are not anticipated to exceed those
customary in the types of transactions involved). The Company
will bear all expenses of registration incurred in connection
with this offering, but each individual Selling Stockholder will
bear all brokerage commissions and other expenses incurred by
such Selling Stockholder. The Company will not receive any of
the proceeds from sales made pursuant to this Prospectus.
The Selling Stockholders and any dealer participating in the
distribution of any of the Shares or any broker executing sell
orders on behalf of the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act, in which
event any profit on the sale of any or all of the Shares by them
and any discounts or concessions received by any such brokers or
dealers may be deemed to be underwriting discounts and
commissions under the Securities Act.
The Common Stock is traded on the Nasdaq National Market System
under the symbol "COLL." On April 2, 1997, the closing price of
the Common Stock as reported on the Nasdaq National Market System
was $4.375 per share.
INVESTORS SHOULD CONSIDER THE MATTERS SET FORTH UNDER "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is April ___, 1997
No dealer, salesman or other person has been authorized to give
any information or to make any representations other than those
contained or incorporated by reference in this Prospectus
regarding the Company or the offering made by this Prospectus,
and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or by
any other person. All information contained in this Prospectus
is as of the date of this Prospectus. Neither the delivery of
this Prospectus nor any sale or distribution and resale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since
the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of any offer to buy any security other
than the securities covered by this Prospectus, nor does it
constitute an offer to or solicitation of any person in any
jurisdiction in which such offer or solicitation may not be
lawfully made.
TABLE OF CONTENTS
RISK FACTORS
AVAILABLE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THE COMPANY
SELLING STOCKHOLDERS
USE OF PROCEEDS
PLAN OF DISTRIBUTION
INDEMNIFICATION
LEGAL MATTERS
EXPERTS
RISK FACTORS
In addition to other information contained in this Prospectus,
the following factors should be carefully considered in
evaluating an investment in the Shares offered hereby:
Product Liability
The Company currently carries product liability insurance in
amounts which it deems appropriate and continually monitors the
adequacy of such coverage. Although the Company has not had any
significant uninsured product liability losses, there can be no
assurance that it will not experience future product liability
claims which exceed insurance coverage or which are not covered
by insurance and which could have a material adverse effect on
the Company.
Shares Eligible for Future Sale
Sales of substantial amounts of Common Stock held by existing
shareholders could have an adverse effect on the price of the
Common Stock. During the last two years, the average daily
trading volume of then-outstanding shares of Common Stock was
less than 1%. Pursuant to this Prospectus, an additional
263,850 shares of Common Stock will be eligible for sale without
limitation.
Dependence on Senior Management
The Company is dependent upon the ability and experience of
members of its senior management, none of whom currently have
employment agreements. The loss of the services of any of these
individuals could adversely affect the operations of the Company.
Competition
Many of the markets in which the Company competes are mature and
highly competitive, and the Company's products often are sold
through a competitive bidding process. Some of the Company's
competitors may have greater relative resources. In addition,
new competitors may enter the marketplace and may have larger
capital bases from which to develop products and to compete.
Additionally, the Company believes that growth in its sales may
depend upon the success of recently introduced and future
products, the markets for which are untested. There can be no
assurance that the Company will continue to compete successfully
in existing product categories or continue to be able to
introduce innovative products or enhance existing products.
Availability of Chassis
With the exception of terminal trucks and wheelchair lifts, the
major purchased component of each of the Company's specialty
vehicles is a vehicle chassis. The Company currently purchases
most of its vehicle chassis from two suppliers and maintains
access to a [two-to-three] month supply. In the past, the
Company has experienced occasional interruptions in chassis
supply that, in the aggregate, have not had a material adverse
effect on the financial condition of the Company. However, a
lengthy interruption in chassis supply could have such an effect.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports and other information
with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and the Regional Offices of
the Commission located in Room 1242, Everett McKinley Dirksen
Building, 219 South Dearborn Street, Chicago, Illinois 60604, and
Room 1028, Jacob K. Javits Federal Building, 26 Federal Plaza,
New York, New York 10278. Copies of such documents can be
obtained from the Public Reference Section of the Commission at
prescribed rates by writing to it at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains an
Internet site on the World Wide Web at http://www.sec.gov that
contains reports, proxy statements and other information
regarding the Company. The Common Stock is listed on the Nasdaq
National Market System. Reports, proxy statements and other
information concerning the Company also may be inspected at the
offices of the National Association of Securities Dealers, Inc.,
1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration
statement under the Securities Act on Form S-3 (together with any
amendments thereto, the "Registration Statement") with respect to
the Shares covered hereby. This Prospectus, which constitutes a
part of the Registration Statement, omits certain information set
forth in the Registration Statement, as permitted by the Rules
and Regulations of the Commission. For further information
pertaining to the Company and the Shares offered hereby,
reference is made to the Registration Statement, including the
exhibits filed therewith, which may be obtained as provided in
the immediately preceding paragraph.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in and made a part
of this Prospectus by reference, except to the extent that any
statement or information therein is modified, superseded or
replaced by a statement or information contained herein or in any
subsequently filed document incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1996.
2. All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year
covered by the document referred to in (1) above.
3. The description of the Company's Common Stock contained in
the Form 8-A registration statement filed with the
Commission pursuant to Section 12 of the Exchange
Act, including any amendments or reports updating
such description.
In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all of the securities offered hereby have been
sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of the filing of
such documents.
The Company will provide, upon request and without charge, to
each person to whom a copy of this Prospectus has been delivered,
a copy of any or all the documents that have been or may be
incorporated by reference into this Prospectus, other than
exhibits to such documents (unless such exhibits are incorporated
by reference). Requests for such copies should be directed to
Larry W. Sayre, Vice President Finance & CFO, Collins Industries,
Inc., 421 East 30th Avenue, Hutchinson, Kansas 67502; telephone
number: (316) 663-5551.
THE COMPANY
Collins Industries, Inc. was founded in 1971 as a manufacturer of
small school buses and ambulances built from modified cargo vans.
The Company's initial product was the first "Type A" school bus,
designed to carry 16 to 20 passengers. Today, the Company
manufactures specialty vehicles and accessories for various basic
service niches of the transportation industry. The Company's
products include ambulances, small school buses, shuttle and mid-
size commercial buses, terminal trucks, wheelchair lifts and
accessories and commercial bus chassis. The Company has grown
primarily through the internal development of new products and
the acquisition of complementary product lines.
The Company is a Missouri corporation. Its principal executive
offices are located at 421 East 30th Avenue, Hutchinson, Kansas
67502, and its telephone number is (316) 663-5551.
SELLING STOCKHOLDERS
This Prospectus relates to shares of Common Stock that were
issued to the Selling Stockholders by the Company in transactions
that were exempt from the registration requirements of the
Securities Act. The Shares are being registered to permit public
secondary trading of the Shares from time to time by the Selling
Stockholders.
The table attached hereto as Exhibit A sets forth (a) the name
and position, if any, over the past three years with the Company
(or any subsidiary) of each Selling Stockholder, (b) the number
of shares of Common Stock which each Selling Stockholder
beneficially owned as of March 31, 1997, (c) the number of shares
of Common Stock which each Selling Stockholder may sell from time
to time pursuant to this Prospectus, (d) the number of shares of
Common Stock and the percentage, if 1% or more, of the total
class of Common Stock outstanding to be beneficially owned by
each Selling Stockholder after completion of this offering.
The Company intends to file such amendments and supplements to
the Registration Statement of which this Prospectus forms a part
as may be necessary to keep the Registration Statement effective
until all of the Shares registered thereunder have been sold
pursuant thereto or until the Shares are no longer required to be
registered for the sale thereof by the Selling Stockholders.
USE OF PROCEEDS
The Company will not receive any proceeds from the Shares to be
offered by the Selling Stockholders. The Selling Stockholders
will receive all of such proceeds.
PLAN OF DISTRIBUTION
The Shares to be offered pursuant to this Prospectus are fully
paid and non-assessable and will be offered and sold by the
Selling Stockholders for their own accounts at such times and in
such amounts as they determine.
The Selling Stockholders may sell the Shares (i) in one or more
transactions (which may involve one or more block transactions)
on the Nasdaq National Market System, (ii) in separately
negotiated transactions or (iii) in a combination of such
transactions. Each sale may be made either at market prices
prevailing at the time of such sale or at negotiated prices.
Some or all of the Shares may be sold through brokers acting on
behalf of the Selling Stockholders or to dealers for resale by
such dealers, and in connection with such sales, such brokers or
dealers may receive compensation in the form of discounts or
commissions from the Selling Stockholders and/or the purchasers
of such Shares for whom they may act as broker or agent (which
discounts or commissions are not anticipated to exceed those
customary in the types of transactions involved). he Company
will bear all expenses of registration incurred in connection
with this offering, but each individual Selling Stockholder will
bear all brokerage commissions and other expenses incurred by
such Selling Stockholder.
Dealers or brokers participating in the distribution of the
Shares may act as agent for the Selling Stockholders, or may
purchase the Shares offered hereby from the Selling Stockholders
as principal and thereafter resell such Shares from time to time
on the open market at market prices prevailing at the time of
sale or at negotiated prices. The Selling Stockholders and any
dealer participating in the distribution of any of the Shares or
any broker executing selling orders on behalf of the Selling
Stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event any profit on the
sale of any or all of the Shares by them and any discounts or
concessions received by any such brokers or dealers may be deemed
underwriting discounts and commissions under the Securities Act.
To the knowledge of the Company, the Selling Stockholders have
made no arrangements with any broker or dealer for the sale of
the Shares offered hereby.
INDEMNIFICATION
Article XII of the Company's Articles of Incorporation, as
amended, provides for indemnification of directors and officers
as follows:
"Each director or officer, or former director or officer of
this corporation, and his legal representatives shall be
indemnified by the corporation against liabilities,
expenses, counsel fees and costs reasonably incurred by him
or his estate in connection with, or arising out of any
action, suit, proceeding or claim in which he is made a
party by reason of his being, or having been, such director
or officer, and any person who, at the request of this
corporation, served as director or officer of another
corporation in which this corporation owned corporate stock,
and his legal representatives, shall in like manner be
indemnified by this corporation, provided that in neither
case shall the corporation indemnify such director or
officer with respect to any matters as to which he shall be
finally adjudged in such action, suit or proceeding to have
been liable for negligence or misconduct in the performance
of his duties as such director or officer. The
indemnification herein provided for, however, shall apply
also in respect of any amount paid in compromise of such
action, suit, proceeding or claim asserted against such
director or officer (including expenses, counsel fees and
costs reasonably incurred in connection therewith), provided
the Board of Directors shall have first approved such
proposed compromise settlement and determined that the
officer or director involved as not guilty of negligence or
misconduct; but in taking such action, any director involved
shall not be qualified to vote thereon, and if for this
reason a quorum of the board cannot be obtained to vote on
such a matter, it shall be determined by a committee of
three persons appointed by shareholders at a duly called
special meeting. In determining whether a director or
officer is guilty of negligence or misconduct the Board of
Directors or committee, as the case may be, may rely
conclusively upon an opinion of independent legal counsel
selected by such a board or committee. The right to
indemnification herein provided shall not be exclusive of
any other rights to which such director or officer may be
legally entitled."
Section 351.355 of the Missouri General and Business Corporation
Law (the "MGBCL") permits a corporation to indemnify certain
persons, including officers and directors who are (or are
threatened to be made) parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in
the right of the corporation (by reason of their being officers
or directors). The indemnity may include expenses, attorneys'
fees, judgments, fines and reasonably incurred costs of
settlement, provided the officer and director acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The MGBCL also permits a corporation
to indemnify officers and directors in derivative actions (in
which suit is brought by a shareholder on behalf of the
corporation) under the same conditions, except that no
indemnification is permitted without judicial approval if the
officer or director is adjudged liable for negligence or
misconduct in the performance of his duty to the corporation. If
the officer or director is successful on the merits or otherwise
in defense of any action referred to above, the corporation must
indemnify him against the expenses and attorneys' fees he
actually and reasonably incurred.
The Company has authorized indemnification agreements for its
directors. Under these agreements, the Company agrees to
indemnify directors against any and all expenses, judgments,
fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed
action, suit or proceeding, including an action by or in the
right of the Company, to which the director becomes a party or
becomes involved in or by reason of his service to the Company.
Indemnification is not required to be made under the agreements
in connection with any claim against the director (a) in respect
to remuneration paid to a director if it shall be determined by a
final judgment or other final adjudication that such remuneration
was in violation of law; (b) on account of any suit in which
judgment is rendered against a director for an accounting of
profits made from the purchase or sale by the director of
securities of the Company pursuant to the provisions of Section
16(b) of the Securities Exchange Act of 1934 and amendments
thereto or similar provisions of any federal, state or local
statutory law; (c) on account of a director's conduct which is
finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct; or (d) if a final decision by a
court having jurisdiction in the matter shall determine that such
indemnification is not lawful.
With respect to insurance, the MGBCL states that a corporation
may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liability under the MGBCL.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Shares
will be passed upon by Shook, Hardy & Bacon L.L.P., 1200 Main
Street, Suite 3100, Kansas City, Missouri 64105.
EXPERTS
The financial statements and schedule incorporated by reference
in this Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report
with respect thereto, and are included herein in reliance upon
the authority of said firm as experts in accounting and auditing.
EXHIBIT A
To Reoffer Prospectus
(a) (b) (c) (d)
Name and Position Number of Number of Number of
With the Company Shares Shares Shares
Beneficially Which May Beneficially
Owned Be Sold Owned After
Pursuant The Offering
To The
Prospectus
Bob Collins* 27,600 9,800 17,800
President of
Subsidiary
Don L. Collins, Sr. 1,120,871 70,900 1,049,971
Chairman of the (14.22%)
Board and Chief
Executive Officer
Donald Lynn Collins 413, 097 53,400 359,697
President and Chief (4.87%)
Operating Officer
Jack Cowden* 30,900 4,000 26,900
Vice President Human
Resources
Lewis W. Ediger 330,409 65,500 264,909
Secretary and (3.59%)
Vice President
Arch G. Gothard, III 167,775 15,000 152,775
Director (2.07%)
Ronald O. Hammel* 12,500 2,500 10,000
Retired President of
Subsidiary
Andrew C. Lind 2,500 2,500 0
Relative of Director
Bradley A. Lind 2,000 2,000 0
Relative of Director
Eric E. Lind 2,000 2,000 0
Relative of Director
Sarah M. Lind 2,000 2,000 0
Relative of Director
Rodney T. Nash* 59,400 15,500 43,900
Vice President
Engineering
Don S. Peters 110,000 18,750 91,250
Director (1.24%)
*Represents less than 1% of the total number of shares of Common Stock
outstanding. As of March 31, 1997, there were 7,383,410 shares of
Common Stock outstanding.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Filing Fee--Securities and Exchange Commission $ 350.00
Legal Fees (estimated) 5,000.00
Auditor's Fees (estimated) 1,000.00
NASDAQ Listing Fees 0.00
Printing and Engraving Fees 0.00
Transfer Agent & Registrar 0.00
Miscellaneous (estimated) 1,000.00
Total $7,350.00
All of the above expenses will be borne by the Registrant. The
Selling Stockholders will be responsible for the payment of any
brokers commissions or discounts incurred in connection with the
sale of the Shares.
Item 15. Indemnification of Directors and Officers.
Article XII of the Company's Articles of Incorporation, as
amended, provides for indemnification of directors and officers
as follows:
"Each director or officer, or former director or officer of
this corporation, and his legal representatives shall be
indemnified by the corporation against liabilities,
expenses, counsel fees and costs reasonably incurred by him
or his estate in connection with, or arising out of any
action, suit, proceeding or claim in which he is made a
party by reason of his being, or having been, such director
or officer, and any person who, at the request of this
corporation, served as director or officer of another
corporation in which this corporation owned corporate stock,
and his legal representatives, shall in like manner be
indemnified by this corporation, provided that in neither
case shall the corporation indemnify such director or
officer with respect to any matters as to which he shall be
finally adjudged in such action, suit or proceeding to have
been liable for negligence or misconduct in the performance
of his duties as such director or officer. The
indemnification herein provided for, however, shall apply
also in respect of any amount paid in compromise of such
action, suit, proceeding or claim asserted against such
director or officer (including expenses, counsel fees and
costs reasonably incurred in connection therewith), provided
the Board of Directors shall have first approved such
proposed compromise settlement and determined that the
officer or director involved as not guilty of negligence or
misconduct; but in taking such action, any director involved
shall not be qualified to vote thereon, and if for this
reason a quorum of the board cannot be obtained to vote on
such a matter, it shall be determined by a committee of
three persons appointed by shareholders at a duly called
special meeting. In determining whether a director or
officer is guilty of negligence or misconduct the Board of
Directors or committee, as the case may be, may rely
conclusively upon an opinion of independent legal counsel
selected by such a board or committee. The right to
indemnification herein provided shall not be exclusive of
any other rights to which such director or officer may be
legally entitled."
Section 351.355 of the Missouri General and Business Corporation
Law (the "MGBCL") permits a corporation to indemnify certain
persons, including officers and directors who are (or are
threatened to be made) parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in
the right of the corporation (by reason of their being officers
or directors). The indemnity may include expenses, attorneys'
fees, judgments, fines and reasonably incurred costs of
settlement, provided the officer and director acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The MGBCL also permits a corporation
to indemnify officers and directors in derivative actions (in
which suit is brought by a shareholder on behalf of the
corporation) under the same conditions, except that no
indemnification is permitted without judicial approval if the
officer or director is adjudged liable for negligence or
misconduct in the performance of his duty to the corporation. If
the officer or director is successful on the merits or otherwise
in defense of any action referred to above, the corporation must
indemnify him against the expenses and attorneys' fees he
actually and reasonably incurred.
The Company has authorized indemnification agreements for its
directors. Under these agreements, the Company agrees to
indemnify directors against any and all expenses, judgments,
fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed
action, suit or proceeding, including an action by or in the
right of the Company, to which the director becomes a party or
becomes involved in or by reason of his service to the Company.
Indemnification is not required to be made under the agreements
in connection with any claim against the director (a) in respect
to remuneration paid to a director if it shall be determined by a
final judgment or other final adjudication that such remuneration
was in violation of law; (b) on account of any suit in which
judgment is rendered against a director for an accounting of
profits made from the purchase or sale by the director of
securities of the Company pursuant to the provisions of Section
16(b) of the Securities Exchange Act of 1934 and amendments
thereto or similar provisions of any federal, state or local
statutory law; (c) on account of a director's conduct which is
finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct; or (d) if a final decision by a
court having jurisdiction in the matter shall determine that such
indemnification is not lawful.
With respect to insurance, the MGBCL states that a corporation
may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liability under the MGBCL.
Item 16. Exhibits.
Number
4.1 The Certificate of Incorporation of the Company, filed as
Exhibit 3.1 to Amendment No. 2 to the Company's
Registration Statement on Form S-1 (File No. 2-93247),
as amended.*
4.2 Amendment to the Certificate of Incorporation of the Company,
filed as Exhibit 3.3 to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (File
No. 2-93247).*
4.3 Amendment to the Certificate of Incorporation of the Company,
filed as Exhibit 3.3(c) to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (File
No. 33-48323).*
4.4 The Bylaws of the Company, filed as Exhibit 3.4 to the
Company's Registration Statement on Form S-1 (File
No. 33-48323), as amended.*
5.1 Opinion of Shook, Hardy & Bacon L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Shook, Hardy & Bacon L.L.P. (contained in Exhibit
5.1)
24.1 Powers of Attorney (contained on signature pages hereto).
* Incorporated herein by reference.
Item 17. Undertakings.
(a) The Company 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 herein or
therein. 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; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission 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 any of the securities being registered which remain
unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the
Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an 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
therein, 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 Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of
the 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company
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 Company
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 Act, the Company certifies
that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Hutchinson, State of Kansas, on April 7, 1997.
COLLINS INDUSTRIES, INC.
By: /s/ Larry W. Sayre
Name: Larry W. Sayre
Title: Vice President Finance and CFO
(principal accounting officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Larry W. Sayre his or her
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for them and in their name,
place and stead, in any and all capacities, to sign any and all
amendments (including post-effective 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, as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-
in-fact and agent, or she 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 dates indicated.
SIGNATURE TITLE DATE
/s/ Don L. Collins Chairman, Chief Executive April 4, 1997
Don L. Collins Officer and Director
/s/ Donald Lynn Collins President, Chief Operating April 4, 1997
Donald Lynn Collins Officer and Director
/s/ Lewis W. Ediger Vice-President, Secretary April 4, 1997
Lewis W. Ediger and Director
/s/ Robert E. Lind Director April 4, 1997
Robert E. Lind
/s/ Don S. Peters Director April 4, 1997
Don S. Peters
/s/ Arch G. Gothard, III Director April 4, 1997
Arch G. Gothard, III
/s/ Larry W. Sayre Vice-President Finance and April 4, 1997
Larry W. Sayre Chief Financial Officer
(principal accounting officer)
EXHIBIT INDEX
Page
4.1* The Certificate of Incorporation of the Company,
filed as Exhibit 3.1 to Amendment No. 2 to the
Company's Registration Statement on Form S-1
(File No. 2-93247), as amended. N/A
4.2* Amendment to the Certificate of Incorporation of
the Company, filed as Exhibit3.3 to Amendment No. 1
to the Company's Registration Statement on Form S-1
(File No. 2-93247). N/A
4.3* Amendment to the Certificate of Incorporation of
the Company, filed as Exhibit3.3(c) to Amendment No. 1
to the Company's Registration Statement on Form S-1
(File No. 33-48323). N/A
4.4* The Bylaws of the Company, filed as Exhibit 3.4 to
the Company's Registration Statement on Form S-1
(File No. 33-48323), as amended. N/A
5.1 Opinion of Shook, Hardy & Bacon L.L.P. __
23.1 Consent of Arthur Andersen LLP. __
23.2 Consent of Shook, Hardy & Bacon L.L.P. (contained in
Exhibit 5.1). N/A
24.1 Power of Attorney (contained on signature pages
hereto).** N/A
* Previously Filed.
** Contained on signature pages to Form S-8.
EXHIBIT 5.1
April 7, 1997
Collins Industries, Inc.
421 East 30th Avenue
Hutchinson, KS 67502
Gentlemen:
We have acted as counsel for Collins Industries, Inc., a Missouri
corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of up to 263,850
shares (the "Shares") of the Company's common stock, par value $.10 per
share, to be sold on behalf of certain selling shareholders.
We have examined and are familiar with originals (or copies
certified or otherwise identified to our satisfaction as being true
reproductions of originals) of (i) the Registration Statement on
Form S-3 (the "Registration Statement") to be filed with the Securities
and Exchange Commission on or about April 7, 1997 under the Act; (ii)
the Company's Articales of Incorporation, as amended; (iii) the Bylaws
of the Company, as amended; and (iv) such other documents, corporate
records and instruments as we have considered necessary or appropriate
for purposes of this opinion.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such
copies. As to any facts material to this opinion which we did not
independently establish or verify, we have relied upon oral or
written statements and representations of officers and other represent-
atives of the Company and others.
Based on and subject to the foregoing and the qualifications and
limitations set forth below, we are of the opinion that the Shares
have been duly authorized by the Company and are legally issued,
fully paid and nonassessable.
We express no opinion as to the laws of any jurisdiction other
than the General and Business Corporation Law of Missouri. The
opinion set forth in this letter is effective as of the date hereof.
No expansion of our opinion may be made by implication or otherwise.
We express no opinions other than as herein expressly set forth.
We hereby consent to the reference to the undersigned under
the heading "Legal Matters" in the Prospectus included in the
Registration Statement, and in all amendments thereto, and to the
filing of this opinion by the Company as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ SHOOK, HARDY & BACON L.L.P.
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incoporation
by reference in this registration statement of our report dated
December 10, 1996 included in Collins Industries, Inc.'s Form 10-K for
the year ended October 31, 1996 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
Kansas City, Missouri
April 4, 1997
