As filed with the Securities and Exchange Commission on
November 7, 1995.
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SUPREME INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 75-1670945
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
65140 U.S. 33 East, P. O. Box 237, Goshen, IN 46526, (219) 642-
3070
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
RICE M. TILLEY, JR.
Law, Snakard & Gambill
3200 Bank One Tower
Fort Worth, Texas 76102
(817) 878-6350
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
VERNON E. REW, JR.
Law, Snakard & Gambill
3200 Bank One Tower
Fort Worth, Texas 76102
(817) 878-6307
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement as determined by market conditions.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
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:
The Exhibit Index is located at page 27 of the sequentially
numbered pages of the manually signed registration statement.
Total pages 39.
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Each Class Amount Maximum Maximum Amount of
of Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
Common Stock,
Class A, $.10 par 1,240,379 $6.00 $7,442,274(2) $2,566.30
value (1) shares
</TABLE>
(1) These shares of Class A Common Stock offered hereby are
issuable upon the exercise of the Company's publicly traded
1993 Callable Warrants. Each 1993 Callable Warrant entitles
the holder to the right to buy one-half share of Supreme
Class A Common Stock. The 1993 Callable Warrants are
exercisable at $6.00 per whole share of Supreme Class A Common
Stock. This Registration Statement covers, pursuant to Rule
416, such indeterminate number of shares of Class A Common
Stock as may be required for issuance upon exercise of the
1993 Callable Warrants.
(2) Pursuant to Rule 457 of Regulation C.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effectiveness
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
hereafter 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
SUPREME INDUSTRIES, INC.
1,240,379 Shares of Class A Common Stock,
$.10 par value,
This Prospectus relates to the offer of 1,240,379 shares of
Class A Common Stock, $.10 par value (sometimes referred to herein
as the "Supreme Class A Common Stock"), of Supreme Industries, Inc.
("Supreme" or the "Company"), a Delaware corporation, issuable upon
the exercise of the outstanding 1993 Callable Warrants of Supreme.
The 1993 Callable Warrants ("1993 Callable Warrants" or
"Warrants") were distributed on June 9, 1993 as a part of a Unit
(as described below) under the terms of the spin-off (the "Spin-
Off") of Contempri Homes, Inc. ("Contempri"), a former wholly-owned
subsidiary of Supreme, by Supreme Industries, Inc. (formerly ESI
Industries, Inc.). In connection with the Spin-Off, Supreme
distributed to the shareholders of its Class A Common Stock one
Class A Unit for every three shares of Supreme Class A Common Stock
held of record as of the record date of the Spin-Off. One Class A
Unit comprises one share of Class A Common Stock of Contempri and
one 1993 Callable Warrant to purchase one-half share of Supreme
Class A Common Stock. In addition, Supreme distributed to the
shareholders of Supreme non-publicly traded Class B Common Stock
one Class B Unit for every three shares of Supreme Class B Common
Stock held of record as of the record date of the Spin-Off. Each
Class B Unit comprises one share of Class B Common Stock of
Contempri and one 1993 Callable Warrant to purchase one-half share
of Supreme Class A Common Stock. After the Spin-Off, Supreme has
continued in one line of business as a manufacturer of specialized
truck bodies through its other operating subsidiary, Supreme
Corporation.
Under the terms of the distribution, the 1993 Callable
Warrants could not be exercised until the date such Warrants are
separated from the Contempri Class A or Class B Common Stock (the
"Separation Date"). The Separation Date has been extended to
December 11, 1995, and the 1993 Callable Warrants will be separated
from the Contempri Class A and Class B Common Stock on or about
such date. The Warrants will be tradable and exercisable on and
after the Separation Date. The Warrants will expire on June 9,
1996 and will not be exercisable after that date unless extended by
the Company. The Warrants are callable by Supreme on thirty (30)
days notice at $0.10 per Warrant. If called, the Warrants will not
be exercisable after the date specified in the notice of the call.
The Supreme Class A Common Stock offered hereby is traded on
the American Stock Exchange under the symbol "STS". After the
Separation Date, the 1993 Callable Warrants will trade on the
American Stock Exchange under the symbol "STS.WS". On October 24,
1995, the average of the high and low sales prices reported on the
American Stock Exchange was $8.25 for the Supreme Class A Common
Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 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 November 7, 1995.
<TABLE>
<S> <C> <C> <C>
Underwriting
Price to Discounts and Proceeds to
Public Commissions Company
Per Share of $6.00(2) N/A $7,442,274(3)
Class A Common Stock(1)
</TABLE>
(1) The shares of Class A Common Stock offered hereby are issuable
upon the exercise of the Company's publicly traded 1993
Callable Warrants.
(2) The 1993 Callable Warrants are exercisable at a price of $6.00
per whole share of Supreme Class A Common Stock.
(3) The indicated proceeds to the Company assume all outstanding
1993 Callable Warrants are exercised. Further, the indicated
proceeds to the Company are before deduction of the total
expenses of this offering, including legal, accounting, and
printing expenses, which are estimated to be approximately
$25,000 and will be borne by the Company.
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus in
connection with the offer contained herein and, if given or made,
such information or representations must not be relied upon as
having been authorized by the Company. This Prospectus does not
constitute an offer or solicitation by anyone in any state in which
such offer or solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to do so or to
any person to whom it is unlawful to make such offer or
solicitation. The delivery of this Prospectus at any time does not
imply that the information herein is correct as of any time
subsequent to the date hereof.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . 1
INFORMATION INCORPORATED BY REFERENCE. . . . . . . . . . . . . 1
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . 2
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . 5
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . 5
DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . . . . . 5
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . 9
AVAILABLE INFORMATION
Supreme is subject to the informational reporting requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission
("SEC"). Such reports, proxy statements, and other information can
be inspected and copied at the Public Reference Room of the SEC at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the SEC's regional offices at Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and
7 World Trade Center, Suite 1300, New York, New York 10048. Copies
of such material can be obtained from the Public Reference Section
of the SEC at its Washington address, at the prescribed rates.
The Company's Class A Common Stock is listed on the American
Stock Exchange. All reports, proxy statements, Information
Statements, and other information can be inspected at the American
Stock Exchange, 86 Trinity Place, New York, NY 10006.
The Company has filed with the SEC a Registration Statement on
Form S-3, including any amendments thereto, (the "Registration
Statement") under the Securities Act of 1933, as amended, with
respect to the shares of Class A Common Stock offered by this
Prospectus. This Prospectus does not contain all the information
set forth in the Registration Statement and the exhibits thereto.
For further information with respect to the Company and the
securities offered hereby, reference is made to the Registration
Statement and the exhibits thereto. The Registration Statement and
the exhibits may be inspected, without charge, at the offices of
the SEC or copies thereof can be obtained at the prescribed rates
from the Public Reference Section of the SEC at its Washington
address.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by Supreme (File No. 1-8183)
with the SEC pursuant to the Exchange Act are incorporated by
reference herein:
(1) Supreme's Annual Report on Form 10-K for the year ended
December 31, 1994; and
(2) All other reports filed by Supreme since December 31,
1994, pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, including Current Reports on Form 8-K
and amendments thereto.
All documents and reports filed by Supreme pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date hereof and before the termination of the offering shall be
deemed to be incorporated by reference herein and made a part
hereof from the date any such document is filed.
Any statements contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein (or
in any other subsequently filed document which is also incorporated
by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH SUPREME
DOCUMENTS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS, ARE AVAILABLE
WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO
WHOM THIS PROSPECTUS IS DELIVERED UPON WRITTEN OR ORAL REQUEST TO
ROBERT W. WILSON, CHIEF FINANCIAL OFFICER, SUPREME INDUSTRIES,
INC., 65140 U.S. 33 EAST, P.O. BOX 237, GOSHEN, IN 46526, (219)
642-3070.
SUPREME INDUSTRIES, INC.
PROSPECTUS SUMMARY
The following is a brief summary of certain information
contained elsewhere herein. This summary does not contain a
complete statement of such information and is qualified in its
entirety by reference to, and should be read in conjunction with,
the detailed information and financial statements incorporated by
reference herein and in the exhibits hereto.
THE COMPANY
Prior to December 31, 1992, Supreme served as a holding
company for two wholly-owned subsidiaries Supreme Corporation and
Contempri Homes, Inc. Supreme Corporation, a Texas corporation, is
engaged nationally in the business of manufacturing specialized
commercial truck bodies and shuttle buses, and its principal
executive offices are located in Goshen, Indiana. Contempri Homes,
Inc. ("Contempri"), a Delaware corporation, is engaged in the
business of producing modular homes and other modular products sold
in thirteen northeastern and central Atlantic states, and its
executive offices are located in Taylor, Pennsylvania. Effective
December 31, 1992, Supreme spun-off Contempri to the holders of
Supreme's common stock as of the December 15, 1992 record date (the
"Record Date"). Pursuant to the spin-off, each holder of Supreme's
publicly traded Class A Common Stock as of the Record Date became
entitled to receive one unit (the "Class A Unit") for every three
shares of Supreme Class A Common Stock owned as of that date (i.e.
on a one-for-three basis). Each Class A Unit comprises one share of
Class A Common Stock of Contempri and one 1993 Callable Warrant to
purchase one-half share of Supreme Class A Common Stock. Each
holder of Supreme's non-publicly traded Class B Common Stock as of
the Record Date became entitled to receive one unit (the "Class B
Unit") for every three shares of Supreme Class B Common Stock owned
as of that date (i.e. on a one-for three basis). Each Class B Unit
comprises one share of Class B Common Stock of Contempri and one
1993 Callable Warrant to purchase one-half share of Supreme Class
A Common Stock. Under the terms of the spin-off, distribution of
the Class A Units and Class B Units (collectively, the "Units") was
made to each Supreme shareholder on the first business day after
the Registration Statement for the Units was declared effective by
the Securities and Exchange Commission which occurred on June 9,
1993 (the "Distribution Date".) The 1993 Callable Warrants are
exercisable at a price of $6.00 per whole share of Supreme Class A
Common Stock at any time on or after the Warrants are separated
from the Contempri Common Stock (the "Separation Date"). The
Separation Date has been extended from June 9, 1995 to December 11,
1995, and the 1993 Callable Warrants will be separated from the
Contempri Class A and Class B Common Stock on or about such date.
The Warrants expire on June 9, 1996, unless extended or called by
Supreme. The principal executive offices of Supreme are located at
65140 U.S. 33 East, P.O. Box 237, Goshen, IN 46526, (219) 642-
3070.
THE OFFERING
Securities Offered. . . . . . 1,240,379 Shares of
Supreme Class A Common
Stock, $.10 par value,
issuable upon the
exercise of the 1993
Callable Warrants. See
"Description of
Securities."
Proceeds of the Offering. . . The net proceeds from the
exercise of the 1993
Callable Warrants will be
used for general
corporate purposes. See
"Use of Proceeds."
Plan of Distribution. . . . . . . The 1,240,379 shares
of Supreme Class A
Common Stock
issuable by the
Company on exercise
of the 1993 Callable
Warrants are offered
directly by the
Company, without an
underwriter, and
will be issued to
holders of the
Company's 1993
Callable Warrants
upon exercise of
such Warrants
pursuant to their
terms. See "Plan of
Distribution."
Offering Price. . . . . . The 1993 Callable Warrants are
exercisable at the price of
$6.00 per whole share of
Supreme Class A Common Stock.
See "Description of
Securities."
Warrant Expiration Date . . . June 9, 1996 unless
extended by the Company.
The right to exercise the
Warrant will be forfeited
unless exercised by the
Warrant expiration date.
See "Description of
Securities."
USE OF PROCEEDS
The net cash proceeds from the sale of Common Stock upon the
exercise of the 1993 Callable Warrants will be used for general
corporate purposes, which may include reduction of existing debt,
working capital, or financing possible future acquisitions of other
businesses. At the present time, Supreme does not have any
specific plans, agreements, or understandings, written or oral,
pertaining to the proposed acquisition of any business. At the
present time, the Company has no specific plan for the use of
proceeds.
PLAN OF DISTRIBUTION
The 1,240,379 shares of Supreme Class A Common Stock issuable
by the Company on exercise of the 1993 Callable Warrants are
offered directly by the Company, without an underwriter, and will
be issued to holders of the Company's 1993 Callable Warrants upon
exercise of such Warrants pursuant to their terms.
DESCRIPTION OF SECURITIES
SUPREME COMMON STOCK
The Company's Certificate of Incorporation authorizes the
issuance of 1,000,000 shares of the Company's $1.00 par value
Preferred Stock, 15,000,000 shares of the Company's $.10 par value
Class A Common Stock, and 5,000,000 shares of the Company's $.10
par value Class B Common Stock. There are no shares of preferred
stock issued and outstanding.
Subject to the rights of the holder of any shares of Preferred
Stock which may be issued, holders of Class A and Class B Common
Stock are entitled to such dividends as may be declared from time
to time by the Board of Directors of the Company out of funds
legally available therefor and to participate pro-rata in dividends
and, upon liquidation, any distribution to stockholders. The
Company's credit agreements with its lenders contain restrictions
as to the payment of dividends. Any stock issued pursuant to stock
dividends or stock splits must be authorized and issued at the same
rate with respect to both classes. The Common Stock carries no
preemptive, subscription, or cumulative voting rights or redemption
or sinking fund provisions.
Each holder is entitled to one vote per share held of record
at each meeting of the stockholders, except that with respect to
the election of Directors the holders of the Class A Common Stock
are entitled to elect one-third, rounded to the lowest whole
number, of the directors, and the holders of the Class B Common
Stock are entitled to elect the remaining number of directors.
Each share of Class B Common Stock is convertible into one
share of Class A Common Stock at the discretion of the holder, and,
if sold publicly, will automatically convert into a like number of
shares of Class A Common Stock. At such time as the number of
outstanding shares of Class B Common Stock is less than 300,000 (as
adjusted for stock dividends and the like), all remaining shares of
Class B Common Stock are required to be automatically converted
into a like number of shares of Class A Common Stock. While shares
of Class B Common Stock are outstanding, no further issuances of
Class B Common Stock may be made except for stock dividends, stock
splits, or similar capital transactions having substantially
similar effects with respect to the Class A Common Stock.
The Company is subject to Section 203 of the Delaware General
Corporation Law, which imposes restrictions on business
combinations (as defined therein) with interested persons (being
any person who holds 15% or more of the Company's outstanding
voting stock). In general, the Company is prohibited from engaging
in business combinations with an interested person for a period of
three years from the date a person becomes an interested person,
subject to certain exceptions. By restricting the ability of the
Company to engage in business combinations with an interested
person, the application of Section 203 to the Company may provide
a barrier to hostile or unwanted takeovers.
As permitted by the provisions of the Delaware General
Corporation Law, the Certificate eliminates in certain
circumstances the monetary liability of directors of the Company
for a breach of their fiduciary duty as directors. These
provisions do not eliminate the liability of a director (i) for a
breach of the director's duty of loyalty to the Company or its
stockholders; (ii) for acts or omissions by a director not in good
faith or which involve intentional misconduct or a knowing
violation of law; (iii) for liability arising under Section 174 of
the Delaware General Corporation Law (relating to the declaration
of dividends and purchase or redemption of shares in violation of
the Delaware General Corporation Law); or (iv) for any transaction
from which the director derives an improper personal benefit. In
addition, these provisions do not limit the rights of the Company
or its stockholders, in appropriate circumstances, to seek
equitable remedies such as injunctive or other forms of non-
monetary relief. Such remedies may not be effective in all cases.
The Company's Certificate and Bylaws, and Indemnification
Agreements between the Company and each of its directors and
officers, provide that the Company shall indemnify all directors
and officers of the Company to the full extent permitted by the
Delaware General Corporation Law. Under such provisions any
director or officer, who in his capacity as such, is made or
threatened to be made, a party to any suit or proceeding, shall be
indemnified if such director or officer acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company. The Certificate, Bylaws, such
Indemnification Agreements, and the Delaware General Corporation
Law further provide that such indemnification is not exclusive of
any other rights to which such individuals may be entitled under
the Certificate, the Bylaws, such Agreements or any other
agreement, vote of stockholders or disinterested directors, or
otherwise.
SUPREME 1993 CALLABLE WARRANTS
Each of the Class A and Class B Units distributed by Supreme
to its shareholders pursuant to the spin-off of its former
subsidiary Contempri Homes, Inc. ("Contempri") effective
December 31, 1992, includes a 1993 Callable Warrant to purchase
one-half share of Supreme Class A Common Stock. Until the
Separation Date (on or about December 11, 1995), as extended, the
1993 Callable Warrants trade only with Contempri's Common Stock as
units. The 1993 Callable Warrants will not be exercisable until
separated from the Contempri Class A or Class B Common Stock on the
Separation Date. From and after the Separation Date, such Warrants
will trade independently and will be listed on the American Stock
Exchange under the symbol "STS.WS." The Warrants will expire on
June 9, 1996, unless extended by the Company. The right to
exercise the Warrant will be forfeited unless exercised before the
expiration date of the Warrants.
A total of 2,480,758 1993 Callable Warrants are outstanding.
A total of 1,240,379 shares of the Company's Class A Common Stock
will be issuable upon the exercise of the Warrants. The exercise
price will be $6.00 per whole share of Supreme Class A Common
Stock.
The Warrants are callable by Supreme after the Separation Date
at $.10 per Warrant. The Company may, at its option, redeem all
Warrants held by each record holder, as a whole or in part, or may
redeem the Warrants pro-rata from each record holder, as a whole or
in part. The redemption is subject to the Company's Class A Common
Stock closing prices exceeding $8.00 per share for fifteen (15)
consecutive trading days, provided, however, that the Company gives
its redemption notice no more than fifteen (15) business days after
the fifteenth consecutive trading day.
To call the Warrants, notice to the Warrant holders must be
given by sending notice by first class mail, postage prepaid, to
the Warrant holder at the address of the holder shown on the
registry books of the Company. Any notice sent in this manner
shall be conclusively presumed to have been duly given whether or
not the registered holder received the notice. The notice of
redemption must be mailed within thirty (30) days and no more than
sixty (60) days before the date fixed for redemption of the
Warrants. Failure to give due notice by mail, or any defect in the
notice, to the holder of any Warrants designated for redemption, as
a whole or in part, shall not affect the validity of the
proceedings for the redemption of any other Warrants. The right to
exercise the Warrant will be forfeited unless exercised before the
date specified in the notice of the call.
Supreme executed a Warrant Agreement with American Stock
Transfer & Trust Company, as the warrant agent in favor of the
Warrant holders, which will provide that the number of shares of
Supreme Class A Common Stock to be obtained upon exercise of a
Warrant and the exercise price, are subject to adjustment (a) in
the event of a stock dividend or distribution of capital stock to
all holders of the Company's Common Stock, if the dividend or
distribution is in excess of 5% of the total Class A Common Stock
outstanding immediately preceding the dividend or distribution,
split up, subdivision, combination, or reclassification of Supreme
Class A Common Stock and (b) for mergers or consolidations of
Supreme with another entity or the sale of substantially all of the
assets of Supreme.
No adjustment is required unless the adjustment would require
an increase or decrease of at least one percent (1%) in such price;
however, any adjustment not required to be made because the
adjustment does not require an increase or decrease of one percent
must be carried forward and taken into account in any subsequent
adjustment.
The Company may elect on or after the date of any adjustment
to the Warrants to adjust the number of Warrants instead of
adjusting the number of shares of Common Stock issuable upon
exercise thereof.
If the holder of the Warrant exercises less than all of the
Warrants evidenced by the Warrant Certificate, a new Warrant
Certificate evidencing Warrants equivalent to the Warrants
remaining unexercised will be issued. The Company will not issue
fractions of Warrants.
Fractional shares will not be issued upon exercise of the
Warrants. In lieu thereof, the Company will pay cash to the
registered holder of the Warrants based on the difference between
the market price, which will be computed as the per share closing
price, of the Supreme Class A Common Stock and the exercise price
on the date of exercise times the fractional share of common stock
which is represented by the Warrants on the exercise date. The
Warrants do not confer upon the holder thereof any voting,
preemptive, or other rights as a stockholder of Supreme.
The Warrants may be exercised by the form of subscription on
the reverse side of such Warrant Certificate, filled out and
executed as indicated, and surrender to the Warrant Agent, American
Stock Transfer & Trust Company, 40 Wall Street, 46th Floor, New
York, NY 10005, of the certificate accompanied by the full
applicable exercise price (by cash, certified check, bank draft, or
postal or express money order payable to the order of Supreme).
EXPERTS
The consolidated balance sheets as of December 31, 1994 and
1993 and the consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period
ended December 31, 1994, incorporated by reference in this
Prospectus and Registration Statement, have been incorporated
herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as
experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters in connection with this offering have
been passed upon for Supreme by Law, Snakard & Gambill, a
Professional Corporation, Fort Worth, Texas. Rice M. Tilley, Jr.
is a shareholder of Law, Snakard & Gambill and a director of
Supreme Industries, Inc.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
<TABLE>
Item 14. Other Expenses of Issuance and Distribution
<S> <C>
SEC Filing Fee . . . . . . . . . . $2,566
Printing Expenses. . . . . . . . . . . . 500*
Accounting Fees. . . . . . . . . . . . . 5,000*
Legal Fees . . . . . . . . . . . . . . . 15,000*
Transfer Agent Fees. . . . . . . . 525
Blue Sky Fees and Expenses . . . . . . . 1,000*
Miscellaneous Expenses . . . . . . . . . 409*
Total . . . . . $25,000*
*Approximate Amounts
</TABLE>
Item 15. Indemnification of Directors and Officers
The Company's Certificate of Incorporation, Bylaws, and
Indemnification Agreements between the Company and each of its
directors and officers, provide that the Company shall indemnify
all directors and officers of the Company to the full extent
permitted by the Delaware General Corporation Law. Under such
provisions any director or officer, who in his capacity as such, is
made or threatened to be made, a party to any suit or proceeding,
shall be indemnified if such director or officer acted in good
faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Company. The Certificate of
Incorporation, Bylaws, such Indemnification Agreements, and the
Delaware General Corporation Law further provide that such
indemnification is not exclusive of any other rights to which such
individuals may be entitled under the Certificate of Incorporation,
the Bylaws, such Agreements or any other agreement, vote of
stockholders or disinterested directors, or otherwise.
Item 16. Exhibits
(a) Exhibits. The following is a list of exhibits to this
Registration Statement:
3.1 Certificate of Incorporation of the Company, filed as
Exhibit 3(a) to the Company's Registration Statement on
Form 8-A, filed with the Commission on September 18,
1989, and incorporated herein by reference.
3.2 Certificate of Amendment of Certificate of Incorporation
of the Company filed with the Secretary of State of
Delaware on June 10, 1993, filed as Exhibit 3.2 to the
Company's annual report on Form 10-K for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.
3.3 Bylaws of the Company, filed as Exhibit 3(b) to the
Company's Registration Statement on Form 8-A, filed with
the Commission on September 18, 1989, and incorporated
herein by reference.
4.1 Note Agreements dated as of December 15, 1986, between
the Company and Massachusetts Mutual Life Insurance
Company and MassMutual Corporate Investors, respectively,
and signed in connection with certain long-term
indebtedness, filed as Exhibit 4.15 to the Company's
Registration Statement on Form S-4 (Registration No. 33-
11990), filed with the Commission, and incorporated
herein by reference.
4.2 Amendment dated July 15, 1987, to Sections 4.2 and 4.5 of
the Note Agreements described in 4.1 above, filed as
Exhibit 4.14 to the Company's annual report on Form 10-K
for the fiscal year ended December 31, 1987, and
incorporated herein by reference.
4.3 Amendment, dated September 15, 1987, to Sections 4.2 and
4.5 of the Note Agreements described in 4.1 above, filed
as Exhibit 4.15 to the Company's annual report on Form
10-K for the fiscal year ended December 31, 1987, and
incorporated herein by reference.
4.4 Amendment dated February 18, 1988, to Section 4.2 of the
Note Agreements described in 4.1 above, filed as Exhibit
4.16 to the Company's annual report on Form 10-K for the
fiscal year ended December 31, 1987, and incorporated
herein by reference.
4.5 Amendment dated March 16, 1988, to Section 4.2 of the
Note Agreements described in 4.1 above, filed as Exhibit
4.17 to the Company's annual report on Form 10-K for the
fiscal year ended December 31, 1987, and incorporated
herein by reference.
4.6 Amendment dated September 7, 1990, to Sections 4.2 and
4.3 of the Note Agreements described in 4.1 above, filed
as Exhibit 4.6 to the Company's annual report on Form 10-
K for the fiscal year ended December 31, 1990, and
incorporated herein by reference.
4.7 Amendment dated March 27, 1991, to Section 4.1 of the
Note Agreements described in 4.1 above, filed as Exhibit
4.7 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, and incorporated
herein by reference.
4.8 Amendment Agreements dated as of December 1, 1991,
amending Sections 4.2, 4.3, 5.3, 7.1, 8, and 9.5 of the
Note Agreements described in 4.1 above, filed as Exhibit
4.8 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991, and incorporated
herein by reference.
4.9 Amendment Agreements dated as of December 31, 1992, to
Note Agreements described in 4.1 above, filed as Exhibit
4.8 to the Company's Registration Statement on Form 10
filed with the SEC on February 22, 1993, and incorporated
herein by reference.
4.10 Note Agreements dated as of December 1, 1991, between the
Company and Massachusetts Mutual Life Insurance Company
and MassMutual Corporate Investors, respectively, and
signed in connection with certain long-term indebtedness,
filed as Exhibit 4.9 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991,
and incorporated herein by reference.
4.11 Amendment Agreements dated as of December 31, 1992, to
Note Agreements described in 4.10 above, filed as Exhibit
4.9 to the Company's Registration Statement on Form 10
filed with the SEC on February 22, 1993, and incorporated
herein by reference.
4.12 Accounts Financing Agreement (Security Agreement) dated
as of December 31, 1991, between Supreme Corporation,
Supreme Truck Bodies of California, Inc., Supreme
Corporation of Texas and Supreme Mid-Atlantic
Corporation, as obligors, and Congress Financial
Corporation and signed in connection with certain long-
term indebtedness, filed as Exhibit 4.30 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, and incorporated herein by reference.
4.13 Accounts Financing Agreement (Security Agreement) dated
as of December 31, 1991, between Contempri Homes, Inc.,
as obligor, and Congress Financial Corporation and signed
in connection with certain long-term indebtedness, filed
as Exhibit 4.31 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1991, and
incorporated herein by reference.
4.14 Accounts Financing Agreement (Security Agreement) dated
as of December 31, 1991, between Rouse Welding & Body,
Inc., as obligor, and Congress Financial Corporation and
signed in connection with certain long-term indebtedness,
filed as Exhibit 4.32 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991,
and incorporated herein by reference.
4.15 Amendment to Financing Agreement dated February 16, 1993,
and effective as of December 31, 1992, to Accounts
Financing Agreement (Security Agreement) described in
4.12 above, filed as Exhibit 4.10 to the Company's
Registration Statement on Form 10 filed with the SEC on
February 22, 1993, and incorporated herein by reference.
4.16 Amendment to Financing Agreement dated February 16, 1993,
and effective as of December 31, 1992, to Accounts
Financing Agreement (Security Agreement) described in
4.13 above, filed as Exhibit 4.11 to the Company's
Registration Statement on Form 10 filed with the SEC on
February 22, 1993, and incorporated herein by reference.
4.17 Amendment to Financing Agreement dated February 16, 1993,
and effective as of December 31, 1992, to Accounts
Financing Agreement (Security Agreement) described in
4.14 above, filed as Exhibit 4.12 to the Company's
Registration Statement on Form 10 filed with the SEC on
February 22, 1993, and incorporated herein by reference.
4.18 Amendment to Accounts Financing Agreement dated May 14,
1993, to Accounts Financing Agreement (Security
Agreement) described in 4.12 above, filed as Exhibit 4.13
to the Company's Amendment No. 1 to its Registration
Statement on Form 10 dated May 17, 1993, and incorporated
herein by reference.
4.19 Amendment to Accounts Financing Agreement dated May 14,
1993, to Accounts Financing Agreement (Security
Agreement) described in 4.14 above, filed as Exhibit 4.14
to the Company's Amendment No. 1 to its Registration
Statement on Form 10 dated May 17, 1993, and incorporated
herein by reference.
4.20 Form of ESI warrant, filed as Exhibit 4(b) to the
Company's Registration statement on Form 8-A, filed with
the Commission on September 18, 1989, and incorporated
herein by reference.
4.21 Form of warrant Agreement between the Company and
Republic Bank Dallas, N.A., as Warrant Agent, relating to
the ESI Warrants, filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-4 (Registration No. 33-
11990), filed with the Commission and incorporated herein
by reference.
4.22 Amendment Number one to the Warrant Agreement described
in 4.34 above, dated effective July 1, 1988, filed as
Exhibit 4.29 to the Company's annual report on Form 10-K
for the fiscal year ended December 31, 1988, and
incorporated herein by reference.
4.23 Form of Warrant Agreement between the Company and
American Stock Transfer & Trust Company, as Warrant
Agent, relating to the ESI 1993 Callable Warrants, filed
as Exhibit 4.3 to the Company's Registration Statement on
Form 10 filed with the SEC on February 22, 1993, and
incorporated herein by reference.
4.24 Form of Pairing Agreement between the Company and
Contempri Homes, Inc., relating to the pairing as a unit
of the Company's 1993 Callable Warrant and the Common
Stock of Contempri Homes, Inc. (a former subsidiary of
the Company), filed as Exhibit 4.4 to the Company's
Registration Statement on Form 10 filed with the SEC on
February 22, 1993, and incorporated herein by reference.
4.25 Credit Agreement dated as of April 25, 1994, between the
Company, Supreme Corporation, and NBD Bank and signed in
connection with certain long-term indebtedness, and
incorporated herein by reference.
5 Opinion of Law, Snakard & Gambill, a Professional
Corporation, as to the legality of the securities being
registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Law, Snakard & Gambill, a Professional
Corporation (contained in Exhibit 5).
24 Power of Attorney.
Item 17. Undertakings
512(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: (i) to
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts
or events arising after the effective date of the 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 in the registration statement;
and (iii) 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; (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; and (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.
512(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 Act 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.
512(h). 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.
512(i). The undersigned registrant hereby undertakes that:
(1) for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as of
the time it was declared effective; and (2) for the purpose of
determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certified 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 New York, State
of New York, on October 31, 1995.
SUPREME INDUSTRIES, INC., Registrant
By: \s\ HERBERT M. GARDNER
Herbert M. Gardner, Chairman of the Board
and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons,
constituting a majority of the Board of Directors of the registrant, on
behalf of the registrant and in the capacities and on the dates
indicated.
<TABLE>
<S> <C> <C> <S> <C>
Signature Title Date
\s\ HERBERT M. GARDNER Chairman of the Board October 31, 1995
Herbert M. Gardner and President
(Principal Executive Officer)
\s\ OMER G. KROPF Executive Vice President October 31, 1995
Omer G. Kropf and Director
\s\ WILLIAM J. BARRETT Secretary, Assistant Treasurer October 31, 1995
William J. Barrett and Director
\s\ ROBERT W. WILSON Executive Vice President, October 31, 1995
Robert W. Wilson Treasurer, Assistant Secretary,
Chief Financial Officer, and
Director (Principal Financial
and Accounting Officer)
\s\ ROBERT J. CAMPBELL Director October 26, 1995
Robert J. Campbell
\s\ THOMAS CANTWELL Director October 27, 1995
Thomas Cantwell
\s\ H. DOUGLAS SCHROCK Director October 30, 1995
H. Douglas Schrock
\s\ RICE M. TILLEY, JR. Assistant Secretary October 30, 1995
Rice M. Tilley, Jr. and Director
\s\ RICK L. HORN Director October 31, 1995
Rick L. Horn
</TABLE>
EXHIBIT INDEX
Sequential
Exhibit Number Page Number
5 Opinion of Law, Snakard & Gambill, a Professional
Corporation, as to the legality of the securities
being registered. . . . . . . . . . . . . . . . . 28
23.1 Consent of Coopers & Lybrand L.L.P. . . . . . . . . . . 30
23.2 Consent of Law, Snakard & Gambill, a Professional
Corporation (contained in Exhibit 5)
24 Power of Attorney . . . . . . . . . . . . . . . . 33
CAB/ggs
H:\DOCS3\S4579\001\41355.3
EXHIBIT 5
OPINION OF LAW, SNAKARD & GAMBILL,
a Professional Corporation
(817) 878-6307
November 7, 1995
Supreme Industries, Inc.
65140 U.S. 33 East
Goshen, IN 46527
Gentlemen:
We have acted as counsel to Supreme Industries, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offering of
1,240,379 shares of Class A Common Stock, $.10 par value, (the
"Shares"), by certain selling security holders. The Shares are being
registered under the Company's Registration Statement on Form S-3 as
filed with the Securities and Exchange Commission on November 7, 1995.
In our capacity as counsel to the Company, we have examined and
relied upon the Company's Certificate of Incorporation and Bylaws, as
amended, and the records of corporate proceedings with respect to the
approval of the proposed registration, and have made such other
investigations as we have deemed necessary and prudent for the purposes
of the opinions expressed herein.
Based on the foregoing, we are of the opinion that all of the
Shares have been duly authorized, validly issued and are fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the aforesaid Registration
Statement and to the use of our name in the prospectus constituting a
part thereof.
Respectfully submitted,
By: \s\ LAW, SNAKARD & GAMBILL, P.C.
LAW, SNAKARD & GAMBILL, P.C.
VER/ggs
EXHIBIT 23.1
CONSENT OF COOPERS & LYBRAND L.L.P.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Supreme Industries, Inc. on Form S-3 of our report dated
January 27, 1995, on our audits of the consolidated financial statements
and financial statement schedule of Supreme Industries, Inc. and
subsidiaries as of December 31, 1994 and 1993, and for each of the three
years in the period ended December 31, 1994, which reports are
incorporated by reference herein. We also consent to the reference to
our firm under the caption "Experts".
By:\s\ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
EXHIBIT 23.2
CONSENT OF LAW, SNAKARD & GAMBILL,
a Professional Corporation
(contained in Exhibit 5)
EXHIBIT 24
POWER OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
Directors of Supreme Industries, Inc. (the "Company") hereby constitutes
and appoints Herbert M. Gardner, William J. Barrett, and Robert W.
Wilson, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-3 and any and all amendments (including
post-effective amendments) thereto, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission for the purpose of registering,
under the Securities Act of 1933, shares of the Company's Class A Common
Stock issued upon the exercise of the Company's 1993 Callable Warrants,
granting unto each 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 might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their or his substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney this 31st day of October, 1995.
<TABLE>
<C> <S> <C> <S>
Signature Title
\s\ HERBERT M. GARDNER Chairman of the Board and President
Herbert M. Gardner
\s\ OMER G. KROPF Executive Vice President
and Director
Omer G. Kropf
\s\ WILLIAM J. BARRETT Secretary, Assistant
Treasurer, and Director
William J. Barrett
\s\ ROBERT W. WILSON Executive Vice President,
Treasurer,
Robert W. Wilson Assistant Secretary,Chief
Financial Officer, and Director
\s\ ROBERT J. CAMPBELL Director
Robert J. Campbell
\s\ THOMAS CANTWELL Director
Thomas Cantwell
\s\ H. DOUGLAS SCHROCK Director
H. Douglas Schrock
\s\ RICE M. TILLEY, JR. Assistant Secretary and
Director
Rice M. Tilley, Jr.
\s\ RICK L. HORN Director
Rick L. Horn
</TABLE>
