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As filed with the Securities and Exchange Commission on May 22, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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FLEETWOOD ENTERPRISES, INC.
(Exact name of Registrant as Specified in Its Charter)
DELAWARE 95-1948322
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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3125 MYERS STREET
RIVERSIDE, CALIFORNIA 92503
(909) 351-3500
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
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FLEETWOOD ENTERPRISES, INC.
AMENDED AND RESTATED 1992 STOCK-BASED INCENTIVE COMPENSATION PLAN
AND
1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of Plans)
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WILLIAM H. LEAR, ESQ.
SENIOR VICE PRESIDENT-GENERAL COUNSEL AND SECRETARY
FLEETWOOD ENTERPRISES, INC.
3125 MYERS STREET
RIVERSIDE, CALIFORNIA 92503
(909) 351-3500
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, 2,100,000 (3) $14.9375 $31,368,750.00 $8,281.35
par value $1.00 per share
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(1) Each share of Fleetwood common stock includes a right to purchase one
one-hundredth of a shares of Fleetwood's Series A Junior Participating Preferred
Stock. Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers shares issued pursuant to antidilution
provisions set forth in the Amended and Restated 1992 Stock-Based Incentive
Compensation Plan and the 1992 Non-Employee Director Stock Option Plan. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the plans.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based upon the average
of the high and low sale prices of Fleetwood common stock on the New York Stock
Exchange on May 18, 1999.
(3) Represents a 2,000,000 share increase in the number of shares
authorized for issuance under the Amended and Restated 1992 Stock-Based
Incentive Compensation Plan and a 100,000 share increase in the number of shares
authorized for issuance under the 1992 Non-Employee Director Stock Option Plan.
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INTRODUCTION
We are filing this Registration Statement on Form S-8 to register an
additional 2,000,000 shares of our common stock that we may issue under our
Amended and Restated 1992 Stock-Based Incentive Compensation Plan and an
additional 100,000 shares of our common stock that we may issue under our 1992
Non-Employee Director Stock Option Plan. We have included in this Registration
Statement only those items required by General Instruction E to Form S-8.
In this Registration Statement, "Fleetwood," "we," "us," and "our"
refer to Fleetwood Enterprises, Inc., a Delaware corporation.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the instructions to Form S-8, we are not including
Part I (Information Required in the Section 10(a) Prospectus) as part of this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In accordance with General Instruction E to Form S-8, we are
incorporating by reference the contents of our Registration Statement on Form
S-8 (Registration No. 333-15167) and Registration Statement on Form S-8
(Registration Statement No. 33-55824). We previously filed the Registration
Statements with the Securities and Exchange Commission on November 1, 1996 and
December 16, 1992, respectively.
ITEM 8. EXHIBITS.
In accordance with General Instruction E, we have provided only the
opinions and consents required by Item 8. The opinions and consents are as
follows:
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5.1 Opinion of William H. Lear as to the legality of the
additional securities being registered.
23.1 Consent of Arthur Andersen LLP, independent auditors.
23.2 Consent of William H. Lear (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (contained on signature page hereto).
2
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933,
Fleetwood Enterprises, Inc. 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 Riverside, State of California, on May
22, 2000.
FLEETWOOD ENTERPRISES, INC.
By: /s/ William H. Lear
---------------------------------
William H. Lear
Senior Vice President--General
Counsel and Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
WILLIAM H. LEAR and PAUL M. BINGHAM his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his 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 attorneys-in-fact and agents, each acting alone, with full powers and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming that all said
attorneys-in-fact and agents, each acting alone, or his 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 indicated on the date indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Glenn F. Kummer Chairman of the Board of Directors and May 22, 2000
- ---------------------------- Chief Executive Officer
Glenn F. Kummer (Principal Executive Officer)
/s/ Paul M. Bingham Senior Vice President, Finance May 22, 2000
- ---------------------------- (Principal Financial and Accounting Officer)
Paul M. Bingham
/s/ Walter A. Beran Director May 22, 2000
- ----------------------------
Walter A. Beran
/s/ David S. Engelman Director May 22, 2000
- ----------------------------
David S. Engelman
/s/ Paul D. Borghesani Director May 22, 2000
- ----------------------------
Paul D. Borghesani
/s/ Thomas B. Pitcher Director May 22, 2000
- ----------------------------
Thomas B. Pitcher
/s/ Nelson W. Potter Director May 22, 2000
- ----------------------------
Nelson W. Potter
</TABLE>
3
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5.1 Opinion of William H. Lear as to the legality of the
additional securities being registered.
23.1 Consent of Arthur Andersen LLP, independent auditors.
23.2 Consent of William H. Lear (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (contained on signature page hereto).
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[FLEETWOOD ENTERPRISES, INC. LETTERHEAD]
May 22, 2000
Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503
Re: REGISTRATION STATEMENT ON FORM S-8 PURSUANT TO GENERAL INSTRUCTION E
Ladies and Gentlemen:
I am general counsel for Fleetwood Enterprises, Inc., a Delaware
corporation (the "Company"). This opinion is rendered in connection with that
certain Registration Statement on Form S-8 (the "Registration Statement"), which
is to be filed with the Securities and Exchange Commission pursuant to General
Instruction E of Form S-8, to register an additional 2,100,000 shares of the
Company's common stock, par value $1.00 per share, of which 2,000,000 shares
(the "Additional Incentive Plan Shares") are issuable under the Company's
Amended and Restated 1992 Stock-Based Incentive Compensation Plan (the
"Incentive Plan") and 100,000 shares (the "Additional Non-Employee Director Plan
Shares") are issuable under the Company's 1992 Non-Employee Director Stock
Option Plan (the "Non-Employee Director Plan").
For purposes of rendering this opinion, I have made such legal and factual
examinations as we have deemed necessary under the circumstances and, as part of
such examination, I have examined, among other things, originals and copies,
certified or otherwise identified to my satisfaction, of such documents,
corporate records and other instruments as I have deemed necessary or
appropriate. For the purposes of such examination, I have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to me.
On the basis of and in reliance upon the foregoing, and assuming the
Registration Statement has become effective pursuant to the provisions of the
Securities Act of 1933, as amended, it is my opinion that:
1. The Additional Incentive Plan Shares will be, when issued, delivered
and paid for pursuant to and in accordance with the Incentive Plan, validly
issued, fully paid and nonassessable; and
2. The Additional Non-Employee Director Plan Shares will be, when
issued, delivered and paid for pursuant to and in accordance with the
Non-Employee Director Plan, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ William H. Lear
William H. Lear
Senior Vice President - General Counsel
and Secretary
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated June 21, 1999
included in Fleetwood Enterprises, Inc.'s Form 10-K for the year ended April
25, 1999 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
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Orange County, California
May 19, 2000
