As filed with the Securities and Exchange Commission on April 4, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COLLINS INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Missouri 43-0985160
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
421 East 30th Avenue
Hutchinson, Kansas 67502
(Address of principal executive offices) (Zip Code)
COLLINS INDUSTRIES, INC. 1997 OMNIBUS INCENTIVE PLAN
(Full title of the Plan)
Larry W. Sayre
Chief Financial Officer
Collins Industries, Inc.
421 East 30th Avenue
Hutchinson, KS 67502
(Name and address of agent for service)
(316) 663-5551
(Telephone number, including area code, of agent for service)
Copy to:
Jennings J. Newcom
Shook, Hardy & Bacon L.L.P.
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105-2118
(816) 474-6550
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed
Securities to be maximum maximum Amount of
be Registered registered offering aggregate registration
(1) price per offering price fee(3)
unit(2) (2)
Common Stock,
par value $.10 2,000,000 $4.51 $9,020,000 $2,733
per share
(1)The number of shares of common stock, $.10 par value (the "Common
Stock"), stated above consists of the aggregate number of shares which
may be issued pursuant to the Collins Industries, Inc. 1997 Omnibus
Incentive Plan (the "Plan").
(2)This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act of 1933, as amended (the "Act"). The fee is calculated
on the basis of the average of the high and low prices per share of
the Common Stock on the Nasdaq Stock Market as of a date (March 31,
1997) within 5 business days prior to the filing of this Registration
Statement.
(3)Reflects the proposed maximum aggregate offering price multiplied by
1/33 of 1%.
Note:Pursuant to Rule 416(a) under the Act, the amount of securities
registered under this Registration Statement shall include an
indeterminate number of additional shares of Common Stock that may
become issuable pursuant to the anti-dilution provisions of the Plan.
Note:In addition, pursuant to Rule 416(c) under the Act, this Registration
Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described
herein.
FORM S-8 REGISTRATION STATEMENT
COLLINS INDUSTRIES, INC.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.Plan Information.
The documents containing the information specified in Part I of
Form S-8 which are to be delivered to participants in the Collins
Industries, Inc. 1997 Omnibus Incentive Plan (the "Plan") have
not been filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Note to Part I of Form S-8.
Item 2.Registrant Information and Employee Plan Annual
Information.
Collins Industries, Inc. (the "Company" or the "Registrant")
agrees to provide the participants in the Plan, without charge,
upon written or oral request, the documents incorporated by
reference in Item 3 of Part II of this Registration Statement.
The documents incorporated by reference in Item 3 of Part II are
incorporated by reference into the Section 10(a) prospectus. The
Registrant will also provide to the participants in the Plan,
without charge, upon written or oral request, the other documents
required to be delivered pursuant to Rule 428 under the Act,
including the Registrant's annual report to security holders for
its latest fiscal year, the Registrant's annual report on Form 10-K
for its latest fiscal year and copies of all reports, proxy
statements and other communications distributed to its security
holders generally.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.Incorporation of Documents by Reference.
The following documents filed by the Registrant with the
Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated in and made a part
of this Registration Statement by reference, except to the extent
that any statement or information therein is modified, superseded
or replaced by a statement or information contained 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 Registrant'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 Registrant
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
Registration Statement and to be a part hereof from the date of
the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. 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.*
4.5 Collins Industries, Inc. 1997 Omnibus Incentive Plan, filed as
an exhibit to the Company's Definitive Proxy
Statement for the Annual Meeting of Shareholders
held February 28, 1997.*
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 9. 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 Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant 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 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
THE REGISTRANT. Pursuant to the requirements of the Act, 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 Hutchinson, State of Kansas, on April 4, 1997.
COLLINS INDUSTRIES, INC.
By: /s/ Larry W. Sayre
Name: Larry W. Sayre
Title: Vice President Finance and
Chief Financial Officer
(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 Officer April 4, 1997
Don L. Collins 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
4.5* Collins Industries, Inc. 1997 Omnibus Incentive Plan
Filed as an exhibit to the Company's Definitive Proxy
Statement for the Annual Meeting of Shareholders held
February 28, 1997. N/A
5.1 Opinion of Shook, Hardy & Bacon L.L.P. 11
23.1 Consent of Arthur Andersen LLP. 14
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 4, 1997
Collins Industries, Inc.
421 East 30th Avenue
Hutchinson, Kansas 67502
Re: Common Stock, $.10 Par Value
Gentlemen:
As counsel for Collins Industries, Inc., a Missouri corporation
(the "Company"), we have participated in the preparation and
filing of a Registration Statement on Form S-8 (the "Registration
Statement") for the registration of 2,000,000 shares of common
stock, par value $.10 per share, of the Company (the "Common
Stock") pursuant to the Company's 1997 Omnibus Incentive Plan
(the "Plan").
In connection therewith, we have examined: (i) the Articles of
Incorporation of the Company, as amended; (ii) the Bylaws of the
Company, as amended; (iii) the Registration Statement; (iv) the
Plan; (v) the minutes of the meeting of the Board of Directors of
the Company at which the Directors adopted the Plan; and (vi) the
minutes of the 1997 Annual Meeting of Stockholders of the Company
at which the stockholders approved the Plan.
In addition to the examinations outlined above, we have conferred
with various officers of the Company and have examined such other
documents and records of the Company as we deemed necessary as a
basis for the opinions hereafter expressed. In such
examinations, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents
submitted to us as certified copies or photocopies.
Based on the foregoing, we are of the opinion that the Common
Stock, when issued and paid for in accordance with and pursuant
to the terms set forth in the Plan and the award agreements
issued thereunder, will be 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 opinion other than as herein
expressly set forth. We do not undertake to advise you with
respect to any matter within the scope of this letter which comes
to our attention after the date of this letter and disclaim any
responsibility to advise you of future changes of law or fact
which may affect the above opinion. Other than the addressee
hereof, no one is entitled to rely on this opinion; provided,
however, that we hereby consent to all references to the
undersigned in the Registration Statement, and in all amendments
thereto, and to the filing of this opinion by the Company as an
exhibit to said 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
incorporation 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
