0288507.01
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)
1995 STOCK OPTION PLAN AND 1995 STOCK OPTION EXCHANGE PLAN
(Full title of the Plan)
Larry W. Sayre
421 East 30th Avenue
Hutchinson, Kansas 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.
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
price per offering price fee(3)
unit(2) (2)
Common Stock,
par value $.10 1,000,000 $2.43 $2,433,264 $737
per share(1)
Common Stock,
par value $.10 1,000,000 * * *
per share(4)
(1)Aggregate number of shares of common stock, $.10 par value (the "Common
Stock"), which may be issued pursuant to the Collins Industries, Inc.
1995 Stock Option Plan and the Collins Industries, Inc. Stock Option
Exchange Plan (collectively, the "Plans").
(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"). With respect to
shares of common stock underlying outstanding options, the fee is
calculated on the basis of the exercise price of the option. With
respect to shares of common stock underlying unissued options, 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
(April 1, 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%.
(4)Aggregate number of shares of Common Stock issuable under the Plans
which may be reoffered from time to time by certain selling
stockholders pursuant to the Reoffer Prospectus contained herein.
* Pursuant to Rule 457(h)(3), no additional filing fee is required to be
paid with respect to the securities to be offered for resale.
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 Plans.
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 plans described
herein.
EXPLANATORY NOTE
This Registration Statement is being used to register 1,000,000 Shares of
Common Stock authorized for issuance under the Plans, and contains a resale
prospectus with respect to such Shares. In accordance with the
instructional note to Part I of Form S-8 as promulgated by the Securities
and Exchange Commission, the information specified by Part I of Form S-8
has been omitted from this Registration Statement for offers of Common
Stock pursuant to the Plans. The prospectus filed as part of this
Registration Statement has been prepared in accordance with the
requirements of Form S-3 and may be used for reofferings and resales of
Shares of Common Stock which have been and/or may hereafter be issued upon
the exercise of options which have been and/or may hereafter be granted
under the Plans.
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
REOFFER PROSPECTUS
COLLINS INDUSTRIES, INC.
COMMON STOCK (PAR VALUE $.10 PER SHARE)
1,000,000 SHARES OF COMMON STOCK UNDER THE COLLINS INDUSTRIES, INC.
1995 STOCK OPTION PLAN AND 1995 STOCK OPTION EXCHANGE PLAN
This Reoffer Prospectus is being used in connection with the offering
from time to time by certain officers, directors and other employees
or former employees (collectively, the "Selling Stockholders") of
Collins Industries, Inc., a Missouri corporation, and/or its
subsidiaries (collectively, 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 1,000,000 shares (the
"Shares") of common stock, par value $.10 per share, of the Company
(the "Common Stock"), which have been or may be acquired by such
Selling Stockholders pursuant to the Company's 1995 Stock Option Plan
(the "Option Plan") or the 1995 Stock Option Exchange Plan (the
"Exchange Plan") (the Option Plan and the Exchange Plan are
collectively referred to herein as the "Plans").
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 amount of Shares to be offered or sold by means of
this Prospectus by any Selling Stockholder, and any other person with
whom he or she is acting in concert for the purpose of selling
securities of the Company, may be offered or sold without any
limitations. 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 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 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 1, 1997, the closing price of the Common
Stock as reported on the Nasdaq National Market System was $4.50 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 4, 1997.
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
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 theis 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 solicitation of any offer to buy any security of
any person in any jurisdiction in which such offer or solicitation
may not be lawfully made.
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 __%. Pursuant
to this Prospectus, an additional 1,000,000 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-8 (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 hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, 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 are
subject to options granted under the Plans that have been or
may be acquired by certain directors, officers and/or
employees of the Company who may be deemed to be affiliates
of the Company.
The table attached hereto as Exhibit A sets forth (a) the
name and position over the past three years with the Company
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 has acquired
pursuant to the Plans or may acquire pursuant to the
exercise of options granted to such Selling Stockholder
under the Plans, some or all of which shares may be sold
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 table attached hereto as Exhibit A reflects all Selling
Stockholders who are eligible to resell and the number of
Shares available to be resold after exercise of the options
granted to the Selling Stockholders pursuant to the Plans,
whether or not they have a present intent to do so.
There is no assurance that any of the Selling Stockholders
will sell any or all of the Shares offered by them
hereunder. This Prospectus may be amended or supplemented
from time to time to add or delete to or from the list of
Selling Stockholders those persons who have acquired or will
acquire shares of Common Stock under the Plans, or who have
disposed of such shares of Common Stock, and to update
information concerning the holdings of options under the
Plans by any of 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. There is no
assurance that any of the Selling Stockholders will sell any
or all of such Shares.
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). The
amount of Shares to be offered or sold by means of this
Prospectus by any Selling Stockholder, and any other person
with whom he or she is acting in concert for the purpose of
selling securities of the Company, may be offered or sold
without any limitations. 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.
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 offered hereby 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 schedules incorporated by
reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated
in their reports 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)
Number of
Number of Number of Shares
Name and Shares Shares Acquired Beneficially
Position With Beneficially Pursuant to Owned After
the Company Owned the Plans the Offering
Steve Adkins 13,500 13,500 (1) 0
President of
Subsidiary
Floyd Barkman 10,700 10,200 (1) 500
Vice President
of Subsidiary
Terry L. Clark 46,500 26,000 (1) 5,500*
Executive Vice 15,000 (2)
President Operations
Bob Collins 27,600 17,800 (1) 9,800
President of
Subsidiary
Don L. Collins, Sr. 1,120,871 155,000 (1) 937,571
Chairman of the 28,300 (2) (12.70%)
Board Chief
Executive Officer
Donald Lynn Collins 413,097 57,600 (1) 183,197
President and Chief 172,300 (2) (2.48%)
Operating Officer
Jack Cowden 30,900 26,900 (1) 0
Vice President
Human Resources
Lewis W. Ediger 330,409 94,600 (1) 235,809
Secretary and (3.19%)
Vice President
Jimmy P. Elliott 7,200 7,200 (1) 0
Vice President of
Subsidiary
Arch G. Gothard, III 166,975 71,000 (1) 95,975
Director (1.3%)
Ronald O. Hammel 12,500 10,000 (2) 2,500
Retired President of
Subsidiary
Wilson Jones 15,600 11,600 (1) 0
Vice President of 4,000 (2)
Sibsidiary
Robert E. Lind 176,855 37,500 (1) 139,355
Director (1.89%)
Rodney T. Nash 59,400 38,500 (1) 15,500
Vice President 5,400 (2)
Engineering
Garry Noblitt 3,700 3,700 (1) 0
Vice President of
Subsidiary
Don S. Peters 115,000 69,000 (1) 46,000
Director
Phillip Roberts 23,300 23,300 (1) 0
President of
Subsidiary
Larry W. Sayre 37,500 23,500 (1) 1,000
Vice President & CFO 13,000 (2)
Frank Smith 2,500 2,500 (2) 0
Plant Manager of
Subsidiary
Gene Wright 8,500 8,500 (1) 0
Vice President of
Subsidiary
(1) This amount represents options to purchase shares of Common Stock
acquired pursuant to the Plans. The resale of the shares underlying
these options is being registered pursuant to the Reoffer Prospectus.
(2) This amount represents shares of Common Stock held pursuant to the
exercise of options under the Plans. The resale of these shares
is being registered pursuant to the Reoffer Prospectus.
* Represents less than 1% of the total number of shares of Common Stock
outstanding. As of March 31, 1997, there were 7,383,410 number of
shares of Common Stock outstanding.
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
Plans have not been filed with the Commission pursuant to
the Note to Part I of Form S-8. The information required by
Part I is included in documents to be sent or given to the
participants.
Item 2:Registration Information and Employee Plan Annual Information.
The Company agrees to provide the participants in the Plans,
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 Company will also
provide to the participants in the Plans, without charge,
upon written or oral request, the other documents required
to be delivered pursuant to Rule 428 under the Act,
including the Company's annual report to security holders
for its latest fiscal year, the Company'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 Company with the
Commission pursuant to 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 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 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.
The restricted securities to be reoffered or resold pursuant
to this Registration Statement were issued in transactions
exempted, pursuant to Section 4(2) of the Securities Act,
from the registration requirements of the Securities Act.
Each holder acquired such restricted securities upon the
exercise of stock options evidenced by individually
negotiated written option agreements.
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. 1995 Stock Option Plan, filed as
an exhibit to the Company's Definitive Proxy
Statement for the Annual Meeting of Shareholders
held February 24, 1995.*
4.6 Collins Industries, Inc. 1995 Stock Option Exchange Plan,
filed as an exhibit to the Company's Definitive
Proxy Statement for the Annual Meeting of
Shareholders held February 24, 1995.*
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 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
THE COMPANY. 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-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 CFO
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
4.5* Collins Industries, Inc. 1995 Stock Option Plan
Filed as an exhibit to the Company's Definitive
Proxy Statement for the Annual Meeting of Shareholders
held February 24, 1995. N/A
4.6* Collins Industries, Inc. 1995 Stock Option Exchange
Plan Filed as an exhibit to the Company's Definitive
Proxy Statement for the Annual Meeting of Shareholders
held February 24, 1995. N/A
5.1 Opinion of Shook, Hardy & Bacon L.L.P. 19
23.1 Consent of Arthur Andersen LLP. 22
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, KS 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 1,000,000 shares of common stock, par value
$.10 per share, of the Company (the "Common Stock") pursuant to the
Company's 1995 Stock Option Plan and 1995 Stock Option Exchange Plan
(the "Plans").
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 Plans;
(v) the minutes of the meeting of the Board of Directors of the Company
at which the Directors adopted the Plans; and (vi) the minutes of
the 1997 Annual Meeting of Stockholders of the Company at which the
stockholders approved the Plans.
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 Plans 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
