<PAGE> 1
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
HUFFY CORPORATION
(Exact name of issuer as specified in its Charter)
Ohio 31-0326270
(State of Incorporation) (I.R.S. Employer Identification No.)
225 Byers Road, Miamisburg, Ohio 45342
(Address of Principal Executive Offices) (Zip Code)
-----------------------
HUFFY CORPORATION 1998 DIRECTOR STOCK OPTION PLAN
HUFFY CORPORATION 1998 KEY EMPLOYEE STOCK PLAN
HUFFY CORPORATION 1998 RESTRICTED SHARE PLAN
(Full Title of the Plans )
-----------------------
Nancy A. Michaud, Secretary
Huffy Corporation
225 Byers Road
Miamisburg, Ohio 45342
(937) 866-6251
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, no par 623,714 $16.025* $10,018,406.12* $2,003.68
value
</TABLE>
- --------------------------------------------------------------------------------
Approximate date of proposed commencement of sales hereunder:
As soon as practicable after the effective date of this Registration Statement
* Based pursuant to Rule 457(c) and 457(f)(1), on the average of the high
and low prices of the common stock of Huffy Corporation on the New York
Stock Exchange on May 4, 1998, a date within 5 days of the date on
which this Registration Statement is filed.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is set forth in a
single document, entitled "Prospectus," which constitutes a part of the Section
10(a) Prospectus to which this Registration Statement relates but which is not
filed herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Huffy Corporation (the "Registrant") hereby states that the documents
listed in (a) through (f) below are incorporated by reference in this
Registration Statement, and further states that all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.
(a) The Registrant's Annual Report on Form 10-K as amended for the
year ended December 31, 1997.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities and Exchange Act since December 31, 1997.
(c) The description of the Common Stock contained in Amendment No.
I to the Company's Registration Statement on Form S-3 filed
with the Commission on August 18, 1989 and description of the
Rights contained in the Company's Registration Statement on
Form 8-A filed with the Commission on January 9, 1989, as
amended by the Company's Form 8 Amendment to Application or
Report filed with the Commission on September 4, 1991, and by
the Company's Form 8 Amendment to Application or Report filed
with the Commission on December 22, 1994.
(d) Huffy Corporation 1998 Director Stock Option Plan, filed as
Exhibit 1 to the Company's Proxy Statement, dated March 5,
1998, for the Annual Meeting of Shareholders held April 17,
1998.
(e) Huffy Corporation 1998 Key Employee Stock Plan, filed as
Exhibit 2 to the Company's Proxy Statement, dated March 5,
1998, for the Annual Meeting of Shareholders held April 17,
1998.
2
<PAGE> 3
(f) Huffy Corporation 1998 Restricted Share Plan, filed as Exhibit
3 to the Company's Proxy Statement, dated March 5, 1998, for
the Annual Meeting of Shareholders held April 17, 1998.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Code of Regulations (the "Code") provides for indemnification
of any person who served or serves as a director, officer, employee or agent of
the Registrant, or who served or serves at the request of the Registrant as a
director, trustee, officer, employee or agent of another corporation, domestic
or foreign, non-profit or for profit, partnership, joint venture, trust, or
other enterprise, against any and all losses, liabilities, damages, and
expenses, including attorneys' fees, judgements, fines, Employee Retirement
Income Security Act excise taxes or penalties, and amounts paid in settlement
incurred by such person in connection with any claim, action, suit or
proceeding, including any action or suit by or in the right of the Registrant
(whether threatened, pending or completed, and whether civil, criminal,
administrative, or investigative, including appeals), by reason of any act or
omission to act a such director, trustee, officer, employee or agent, to the
full extent permitted by Ohio law including, without limitation, the provisions
of Section 1701.13 of the Ohio Revised Code, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Registrant to provide broader indemnification rights than
said law permitted the Registrant to provide prior to such amendment).
Pursuant to Section 1701.13(E) of the Ohio Revised Code, the Registrant is
permitted to indemnify any director, officer, employee or agent of the
Registrant against costs and expenses incurred in connection with any action,
suit or proceeding brought against any such person by reason for his having
served the Registrant in such capacity, provided that he meets certain "good
faith" tests provided by law, and provided further that, with respect to suits
brought on behalf of the Registrant, he is not adjudged to be liable for
negligence or misconduct unless the relevant court finds indemnification to be
nevertheless appropriate in view of all the circumstances.
The Code further provides, consistent with Section 1701.13(E)(5)(a) of the Ohio
Revised Code, for all expenses, including attorneys' fees, incurred by a
director in defending the action, suit or proceeding to be paid by the
Registrant as they are incurred, in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director in which he agrees to do both of the following:
(a) Repay such amount if it is proved by clear and convincing evidence
in a court of
3
<PAGE> 4
competent jurisdiction that his or her action or failure to act
involved an act or omission undertaken with deliberate intent to cause
injury to the Registrant or undertaken with reckless disregard for the
best interests of the Registrant;
(b) Reasonably cooperate with the Registrant concerning the action,
suit, or proceeding.
In addition, the Code provides that the indemnification provided by the Code
shall not be exclusive of, and shall be in addition to, any rights to which a
director or officer seeking indemnification may be entitled under, among other
things, any agreement. Pursuant to the foregoing, the Registrant has entered
into indemnification agreements with its directors and officers which provides
that the Registrant shall indemnify the director or officer if he was or is, or
is threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, any action threatened or
instituted, without limitation, any action threatened or instituted by or in the
right of the Registrant), by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant, or is or was serving at the
request of the Registrant as a director, officer, trustee, employee or agent of
another corporation (domestic or foreign, non-profit or for profit),
partnership, joint venture, trust or other enterprise, partnership, joint
venture, trust or other enterprise, against expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees, transcript
costs and investigative costs), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the bests interests of the Registrant, and with respect
to any criminal action or proceeding, he had no reasonably cause to believe his
conduct was unlawful. If the director or officer claims indemnification under
the agreement, he shall be presumed, in respect of any act or omission giving
rise to such claim for indemnity, to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the bests interests of the
Registrant, and with respect to any criminal matter, to have had no reasonable
cause to believe his conduct was unlawful, and the termination of any action,
suit or proceeding by judgment, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, rebut such
presumption.
The indemnity agreement also provides that the Registrant will not indemnify an
officer or director in respect of any claim, issue or matter asserted in any
completed action or suit instituted by or in the right of the Registrant to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Registrant, or is or was serving at
the request of the Registrant as a director, trustee, officer, employee or agent
of another corporation (domestic or foreign, non-profit or for profit),
partnership, joint venture, trust or other enterprise, as to which claim, issue
or matter he shall have been adjudged to be liable for acting with reckless
disregard for the bests interests of the Registrant in the performance of his
duty to the Registrant, unless and only to the extent that the Court of Common
Pleas of Montgomery County, Ohio or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to such indemnity as such court of Common Pleas
or such other court shall deem proper.
In addition, the Registrant has purchased insurance policies which provide
coverage for the acts and
4
<PAGE> 5
omissions of the Registrant's directors and officers in certain situations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
4 (a) Huffy Corporation 1998 Director Stock Option Plan, incorporated
by reference to Exhibit 1 to the Company's Proxy Statement, dated
March 5, 1998, for the Annual Meeting of Shareholders held April
17, 1998.
(b) Huffy Corporation 1998 Key Employee Stock Plan, incorporated
by reference to Exhibit 2 to the Company's Proxy Statement, dated
March 5, 1998, for the Annual Meeting of Shareholders held April
17, 1998.
(c) Huffy Corporation 1998 Restricted Share Plan, incorporated
by reference to Exhibit 3 to the Company's Proxy Statement, dated
March 5, 1998, for the Annual Meeting of Shareholders held April
17, 1998.
5, 23.1 Opinion of Dinsmore & Shohl as to the legality of the
securities being registered
23.2 Consent of KPMG Peat Marwick LLP, independent certified
public accountants
24 Power of Attorney
</TABLE>
- ---------------------
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
1. To file, during any period in which offers
or sales are being made, a post-effective
amendment to this Registration Statement to
include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement.
5
<PAGE> 6
2. That, for the purpose of determining any
liability under the Securities Act of 1933,
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 undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange of 1934) that is incorporated
by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Miamisburg, State of Ohio on May 6, 1998.
HUFFY CORPORATION
By: /s/ NANCY A. MICHAUD
---------------------------------------
Nancy A. Michaud, Vice President -
General Counsel and Secretary
SIGNATURE
/s/ **
- ----------------------------------------
Don R. Graber, Chairman of the Board,
President and Chief Executive Officer,
Director
(Principal executive officer)
/s/ **
- ----------------------------------------
Thomas A. Frederick, Vice President - Finance,
Chief Financial Officer and Treasurer
(Principal financial officer)
/s/ **
- ----------------------------------------
Timothy G. Howard, Vice President - Controller
(Principal accounting officer)
DIRECTORS:
/s/ **
- ----------------------------------------
W. Anthony Huffman
/s/ **
- ----------------------------------------
Linda B. Keene
** Indicates Nancy A. Michaud has the power of attorney to sign on each
individual's behalf.
7
<PAGE> 8
DIRECTORS:
No signature
- ----------------------------------------
Jack D. Michaels
/s/ **
- ----------------------------------------
Donald K. Miller
/s/**
- ----------------------------------------
James F. Robeson
/s/**
- ----------------------------------------
Patrick W. Rooney
/s/ **
- ----------------------------------------
Geoffrey W. Smith
/s/ **
- ----------------------------------------
Thomas C. Sullivan
/s/ **
- ----------------------------------------
Joseph P. Viviano
** Indicates Nancy A. Michaud has the power of attorney to sign on each
individual's behalf.
8
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C> <C> <C>
4 (a) Huffy Corporation 1998 Director Stock Option Plan, incorporated
by reference to Exhibit 1 to the Company's Proxy Statement, dated
March 5, 1998, for the Annual Meeting of Shareholders held
April 17, 1998.
(b) Huffy Corporation 1998 Key Employee Stock Plan, incorporated
by reference to Exhibit 2 to the Company's Proxy Statement, dated
March 5, 1998, for the Annual Meeting of Shareholders held
April 17, 1998.
(c) Huffy Corporation 1998 Restricted Share Plan, incorporated
by reference to Exhibit 3 to the Company's Proxy Statement, dated
March 5, 1998, for the Annual Meeting of Shareholders held
April 17, 1998.
5, 23.1 Opinion of Dinsmore & Shohl as to the legality of the securities
being registered. ***
23.2 Consent of KPMG Peat Marwick LLP, independent certified public
accountants ***
24 Power of Attorney ***
</TABLE>
- -----------------------
*** Indicates that the exhibit is filed herewith.
9
<PAGE> 1
Exhibit 5 and 23.1
May 6, 1998
Huffy Corporation
PO Box 1204
Dayton, OH 43401
Ladies and Gentlemen:
This opinion is rendered for use in connection with the Registration
Statement on Form S-8, prescribed pursuant to the Securities Act of 1933, to
filed by Huffy Corporation (the "Company") with the Securities and Exchange
Commission on or about May 7, 1998, under which up to 623,714 shares of the
Company's Common Stock, without par value ("Common Stock") are to be registered
for potential issuance pursuant to the Company's 1998 Director Stock Option
Plan, 1998 Key Employee Stock Plan and 1998 Restricted Share Plan (collectively,
the "Plans").
We hereby consent to the filing of this opinion as Exhibit 5 and 23.1
to the Registration Statement and to the reference to our name in the
Registration Statement.
As counsel to the Company, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
such statutes, documents, corporate records, certificates of public officials,
and other instruments as we have deemed necessary for the purpose of this
opinion, including the Company's Articles of Incorporation and Code of
Regulations, both as amended, and the record of proceedings of the shareholders
and directors of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and
in good standing as a corporation under the laws of the State of Ohio.
2. When the Registration Statement shall have been declared effective
by order of the Securities and Exchange of Commission and up to 623,714 shares
of the Common Stock to be issued pursuant to the Plans shall have been issued
upon the terms set forth in the Plans, such shares will be legally and validly
issued and outstanding, fully-paid and nonassessable.
Very truly yours,
DINSMORE & SHOHL LLP
/s/ CHARLES F. HERTLEIN, JR.
-----------------------------
Charles F. Hertlein, Jr.
<PAGE> 1
Exhibit 23.2
Independent Auditors' Consent
The Board of Directors
Huffy Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 of Huffy Corporation (relating to the registration of shares in connection
with the Huffy Corporation 1998 Director Stock Option Plan, 1998 Key Employee
Stock Plan, and 1998 Restricted Share Plan) of our report dated February 6,
1998, relating to the consolidated balance sheets of Huffy Corporation and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
years in the three-year period ended December 31, 1997, which report appears or
is incorporated by reference in the December 31, 1997 annual report on Form 10-K
of Huffy Corporation.
/s/ KPMG Peat Marwick LLP
- --------------------------------
KPMG Peat Marwick LLP
Cincinnati, Ohio
May 5, 1998
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Nancy A. Michaud, as his or her
true and lawful attorney-in-fact and agent, with full power of substitution, to
sign and execute on behalf of the undersigned any Registration Statements filed
under the Securities Act of 1933 or any amendment or amendments to such
Registration Statements relating to shares to be offered for sale, sold, and/or
issued under one or more of the following plans: Huffy Corporation 1998 Director
Stock Option Plan, Huffy Corporation 1998 Key Employee Stock Plan, Huffy
Corporation 1998 Key Employee Non-Qualified Stock Plan, and Huffy Corporation
1998 Restricted Share Plan; and to perform any acts necessary to be done in
order to file such Registration Statement with exhibits thereto and other
documents in connection therewith with the Securities and Exchange Commission,
and each of the undersigned does hereby ratify and confirm all that said
attorney-in-fact and agent, or her substitutes, shall do or cause to be done by
virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE DATE
<S> <C>
/s/ DON R. GRABER April 30, 1998
- --------------------------------------------------------- --------------
Don R. Graber, Chairman of the Board,
President and Chief Executive Officer, Director
(Principal executive officer)
/s/ THOMAS A. FREDERICK April 30, 1998
- --------------------------------------------------------- --------------
Thomas A. Frederick, Vice President - Finance,
Chief Financial Officer and Treasurer
(Principal financial officer)
/s/ TIMOTHY G. HOWARD April 30, 1998
- --------------------------------------------------------- --------------
Timothy G. Howard, Vice President - Controller
(Principal accounting officer)
DIRECTORS: DATE
/s/ W. ANTHONY HUFFMAN April 17, 1998
- --------------------------------------------------------- --------------
W. Anthony Huffman
/s/ LINDA B. KEENE April 17, 1998
- --------------------------------------------------------- --------------
Linda B. Keene
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
DIRECTORS: DATE
<S> <C>
No Signature April 17, 1998
- --------------------------------------------------------- --------------
Jack D. Michaels
/s/ DONALD K. MILLER April 17,1998
- --------------------------------------------------------- --------------
Donald K. Miller
/s/ JAMES F. ROBESON April 17, 1998
- -------------------------------------------------------- --------------
James F. Robeson
/s/ PATRICK W. ROONEY April 17, 1998
- ------------------------------------------------------- --------------
Patrick W. Rooney
/s/ GEOFFREY W. SMITH April 17, 1998
- ------------------------------------------------------- --------------
Geoffrey W. Smith
/s/ THOMAS C. SULLIVAN April 17, 1998
- ------------------------------------------------------- --------------
Thomas C. Sullivan
/s/ JOSEPH P. VIVIANO April 17, 1998
- --------------------------------------------------------- --------------
Joseph P. Viviano
</TABLE>
