- 1 -
As filed with the Securities and Exchange Commission on
August 04, 1997 Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
))))))))
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
))))))))
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
(Name, address including zip code, and telephone number,
including area code, of agent for service.)
))))))))
Copy to:
William W. Mahood, Esq.
Shook, Hardy & Bacon L.L.P.
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105-2118
(816) 474-6550
))))))))
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
))))))))
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [ ]
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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Each Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
Common Stock,
par value
$.10 per 599,999
share shares $7.80 $4,679,992.20 $1,418.18
))))))))
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.
PROSPECTUS
COLLINS INDUSTRIES, INC.
599,999 Shares of Common Stock Issuable upon
Exercise of Common Stock Purchase Warrants
The shares of Collins Industries, Inc. (the "Company") Common
Stock offered hereby are issuable upon the exercise of
outstanding Common Stock purchase warrants (the "Warrants"),
which were issued on November 1, 1984, as part of a units
offering. Each unit consisted of $1,000 principal amount of 10 1/2%
Subordinated Debentures, due November 1, 1994 (the "Debentures"),
40 shares of Common Stock and 40 Warrants, each to purchase one
share of Common Stock at $9.75 per Warrant, subject to adjustment.
The Warrants were to expire on November 1, 1989; however,
the expiration date has been extended by the Company to February 28,
1998. As a result of the anti-dilution provisions contained in the
Warrant Agreement (the "Warrant Agreement") by and between the
Company and First Interstate Bank of Texas, Houston, Texas,
dated as of November 1, 1984, as amended, and the 5-for-4
Common Stock split which was paid on January 7, 1991, to
shareholders of record as of December 14, 1990 (the "Stock
Split"), each outstanding Warrant may now be exercised to
purchase 1.25 shares of Common Stock. The exercise price,
which remains at $9.75 per Warrant ($7.80 per share), is
payable in cash. The exercise price was set in the Warrant
Agreement and bears no relationship to the current market price
of the Common Stock. (See the Section herein titled
"Determination of Offering Price.")
The Common Stock is traded on the Nasdaq National Market System
(symbol: COLL). The closing sale price for Common Stock on
August 01, 1997 was $7.38 per share.
INVESTORS SHOULD CONSIDER THE MATTERS SET FORTH UNDER "RISK
FACTORS" ON PAGE 3.
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.
Proceeds to
Price to Public Company (1) (2)
Per share....... $7.80 $7.80
Total............. $4,679,992.20 $4,679,992.20
(1) The Common Stock registered hereby will not be offered
through an underwriter.
(2) Before deducting expenses estimated at $8,418.18, all of
which will be payable by the Company.
The date of this Prospectus is August __, 1997
No 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.
RISK FACTORS
In addition to other information contained in this Prospectus,
the following factors should be carefully considered in
evaluating an investment in the Common Stock 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
599,999 shares of Common Stock may become 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, 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.
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 midsize commercial buses, terminal trucks 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.
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 of 1933, as amended (the
"Securities Act"), on Form S-3 (together with any amendments
thereto, the "Registration Statement") with respect to the
Common Stock 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 Common
Stock 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 termination of the offering 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.
USE OF PROCEEDS
In the event that any of the Warrants are exercised, the cash
proceeds from the sale of the Common Stock will be used to
reduce bank indebtedness. The Company has a revolving credit
agreement, including letters of credit, which expires November 30,
1998. The interest rate is 1% over the bank's prime rate
(8.5% as of July 31, 1997).
DETERMINATION OF OFFERING PRICE
The exercise price and the number of shares of Common Stock
purchasable upon the exercise of each Warrant are established
pursuant to the terms of the Warrant Agreement. The current
exercise price is $9.75 per Warrant ($7.80 per share), subject
to adjustment upon the occurrence of certain events as described
in the Warrant Agreement.
PLAN OF DISTRIBUTION
The Common Stock offered hereby will be issued subject to the
terms and conditions of the Warrant Agreement. ChaseMellon
Shareholder Services (the "Warrant Agent") is the successor
warrant agent to First Interstate Bank of Texas. The address
of the Warrant Agent is ChaseMellon Shareholder Services, Four
Station Square, Pittsburgh, Pennsylvania 15219-1173. The
following description of the Warrants is not complete and is
qualified in all respects by reference to the Warrant Agreement.
Each Warrant entitles the holder thereof to purchase 1.25 shares
of Common Stock at an exercise price of $9.75 per Warrant ($7.80
per share). The exercise price and the number of shares for which
the Warrants are exercisable are subject to adjustment upon the
occurence of certain events, including without limitation the
issuance of Common Stock as a dividend, the distribution in shares
of Common Stock or a combination, subdivision or reclassification
of Common Stock. All Warrants not exercised will expire at 5:00 p.m.
Central time, on February 28, 1998. Holders of Warrants will not,
as such, have any of the rights of shareholders of the Company.
The Warrants may be exercised by completing and signing the appropriate
Warrant certificates evidencing the Warrants to be exercised and
mailing or delivering the Warrant certificate to the Warrant Agent
in time to reach the Warrant Agent by the expiration date, accompanied
by payment in full of the exercise price for the Warrants being
exercised and any transfer tax in lawful money of the United States of
America (in cash or by certified check or official bank draft payable
to the order of the Company). Common Stock certificates will be issued
as soon as practicable after exercise and payment of the exercise price
(and any transfer tax) as described above.
The distribution of the Common Stock being offered hereby will be made
by the Company. The Common Stock will not be offered through an
underwriter.
The Company will not issue fractional shares of Common Stock upon
exercise of Warrants. In lieu of fractional shares, the Warrant holder
will receive cash in an amount equal to the same fraction of the
then-current market value (as defined in the Warrant Agreement) of the
shares of Common Stock.
In certain cases, the sale of securities by the Company upon exercise
of the Warrants would violate the securities laws of the Untied States,
certain states thereof or other jurisdictions. The COmpany has agreed
to register the Common Stock offered hereby with any applicable
governmental authority as may be required to cause the sale of Common
Stock upon exercise of the Warrants to be lawful. The Company, however,
is not required to honor the exercise of Warrants if, in the opinion
of the Company, the sale of Common Stock upon such exercise would be
unlawful.
The Common Stock trades on the Nasdaq National Market System. The
transfer agent and registrar of the Common Stock is ChaseMellon
Shareholder Services, Four Station Square, Pittsburgh, Pennsylvania
15219-1173.
LEGAL MATTERS
Certain legal matters with respect to the validity of the
Common Stock 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 and elsewhere in the Registration Statement
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Filing Fee--Securities and Exchange Commission$ 1,418.18
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$8,418.18
All of the above expenses will be borne by the Registrant.
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 Exchange Act 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 Securities 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
Securities 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 Securities 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
Securities 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 Securities 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 Securities Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities 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 August 04, 1997.
COLLINS INDUSTRIES, INC.
By: /s/ Larry W. Sayre
Name: Larry W. Sayre
Title: Vice President Finance and CFO
(principal financial and 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
attorneyin-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, 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 August 04, 1997
Don L. Collins and Director
/s/Donald Lynn Collins President, Chief Operating Officer August 04, 1997
Donald Lynn Collins and Director
/s/Lewis W. Ediger Vice-President, Secretary August 04, 1997
Lewis W. Ediger and Director
/s/Robert E. Lind Director August 04, 1997
Robert E. Lind
/s/Larry W. Sayre Vice-President Finance and Chief August 04, 1997
Larry W. Sayre Financial Officer (principal
financial and 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-3.
EXHIBIT 5.1
August 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. (the "Company"), we have
participated in the preparation and filing of a Registration Statement
on Form S-3 dated August 4, 1997 (the "Registration Statement") for the
registration of 599,999 shares of common stock, $.10 par value per share,
of the Company (the "Common Stock").
We have examined:
1. A copy of the Certificate of Incorporation of the
Company as amended;
2. A copy of the Bylaws of the Company as amended; and
3. The Registration Statement.
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 examination,
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 documents submitted to us as certified copies
or photocopies.
Based on the foregoing, we are of the opinion that the Common Stock,
when issued in accordance with the terms of the Warrant Agreement
(as defined in the Registration Statement) and as set forth in the
Registration Statement, will be duly authorized, validly 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 any 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 effect the above opinion.
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,
SHOOK, HARDY & BACON L.L.P.
EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorpora-
tion 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.
Kansas City, Missouri
August 1, 1997
