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Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPARTAN MOTORS, INC.
(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN 1000 REYNOLDS ROAD 38-2078923
(State or Other Jurisdiction of CHARLOTTE, MICHIGAN 48813 (I.R.S. Employer
Incorporation or Organization) (517) 543-6400 Identification
Number)
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
ANTHONY G. SOMMER Copies of STEPHEN C. WATERBURY
SPARTAN MOTORS, INC. Communications to: WARNER NORCROSS & JUDD LLP
1000 REYNOLDS ROAD 900 OLD KENT BUILDING
CHARLOTTE, MICHIGAN 48813 111 LYON STREET, N.W.
(517) 543-6400 GRAND RAPIDS, MICHIGAN 49503
(616) 752-2000
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent For Service)
Approximate date of commencement of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT
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: [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______________
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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,
please check the following box.
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CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Shares to be Aggregate Price Aggregate Registration
to be Registered Registered Per Unit(2) Offering Price(3) Fee(3)
<S> <C> <C> <C> <C>
Common Stock, $.01 200,000(1) $6.75 $1,350,000 $409.10
par value
</TABLE>
(1) Plus such indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase in
the number of issued shares of Common Stock resulting from a subdivision
of such shares, payment of a stock dividend, or certain other capital
adjustments.
(2) The shares to be offered on an option basis will be offered at a price
of not less than market value (as defined in the Plan) of the shares
of Common Stock of Spartan Motors, Inc. on the date of the grant, and
the registration fee is computed in accordance with Rule 457(c). On
April 15, 1997, the average of the high and low prices of Spartan
Motors, Inc. Common Stock on The Nasdaq Stock Market was $6.75.
(3) Estimated solely for the purpose of calculating the registration fee.
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PROSPECTUS
[SPARTAN MOTORS LOGO] [SPARTAN MOTORS INC. LOGO]
1996 STOCK OPTION AND RESTRICTED
STOCK PLAN FOR OUTSIDE MARKET ADVISORS
The 1996 Stock Option and Restricted Stock Plan for Outside Market Advisors
(the "Plan") of Spartan Motors, Inc. provides individuals who furnish marketing,
promotion, and product development advice and counsel to Spartan Motors, Inc. or
its subsidiaries ("Outside Market Advisors") with the right to purchase common
stock, $.01 par value ("Common Stock"), of Spartan Motors, Inc. The Plan is
designed to align the interests of Outside Market Advisors with the interests of
Spartan Motors, Inc. and its shareholders through the increased opportunity for
stock ownership.
Options granted under the Plan may be purchased for not less than market
value (as defined in the Plan) on the date of the grant. The date of an option
grant is the date that the option is authorized by the committee which
administers the Plan (the "Committee") or a future date as specified by the
Committee.
Spartan Motors, Inc. reserves the right to amend, with certain limited
restrictions, or terminate the Plan at any time.
Although the Plan permits the Committee to award restricted stock, Spartan
Motors, Inc. does not currently intend to award restricted stock under the Plan.
In the event that it determines to award restricted stock, Spartan Motors, Inc.
will file a registration statement covering the restricted stock or will rely on
an exemption from registration, if any, provided by federal or state securities
laws.
This Prospectus relates to an offering of shares of Common Stock of Spartan
Motors, Inc. registered for purchase under the Plan. It is suggested that this
Prospectus be retained for future reference.
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.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED BY THIS PROSPECTUS IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION.
The date of this Prospectus is , 1997.
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No person has been authorized to give any information or to make any
representation other than as contained or incorporated by reference in this
Prospectus in connection with the securities offered hereby. If given, such
information or representation should not be relied upon as having been
authorized. This Prospectus does not constitute an offer of any securities
other than those described on the cover page or an offer to sell or a
solicitation of an offer to buy within any jurisdiction to any person to whom
it is unlawful to make such offer or solicitation within such jurisdiction.
Neither the delivery of this Prospectus nor any sales made pursuant to this
Prospectus shall under any circumstances create any implication that there has
been no change in the information contained herein or in the affairs of Spartan
Motors, Inc. since the date of this Prospectus.
AVAILABLE INFORMATION
Spartan Motors, Inc. is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith
files applicable reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). These materials can be
inspected and copied at the public reference facilities of the Commission (Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549), and at the Commission's
Regional Offices in New York (7 World Trade Center, Suite 1300, New York, New
York 10048) and Chicago (CitiCorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661). Copies of such materials can be obtained from the
Public Reference Section of the Commission (450 Fifth Street, N.W.,
Washington, D.C. 20549), at prescribed rates. Spartan Motors, Inc. files such
materials with the Commission electronically through the EDGAR system. The
Commission maintains a Web site that contains such reports, proxy statements,
and other information regarding companies that file electronically with the
Commission at http://www.sec.gov.
INCORPORATION BY REFERENCE
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. Spartan Motors, Inc. undertakes to
provide without charge to each person, including any beneficial owner, to
whom this Prospectus is delivered, upon the person's written or oral request,
a copy of any and all of the information that has been incorporated by
reference in this Prospectus (not including exhibits to the information that
is incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Requests for information incorporated by reference should be
directed to Investor Relations, Spartan Motors, Inc., 1000 Reynolds Road,
Post Office Box 400, Charlotte, Michigan 48813, telephone number
(517) 543-6400.
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SPARTAN MOTORS, INC.
Spartan Motors, Inc. (the "Company") is a designer, engineer, and
manufacturer of custom heavy-duty chassis. The Company's principal executive
offices are located at 1000 Reynolds Road, Post Office Box 440, Charlotte,
Michigan 48813, and its telephone number is (517) 543-6400.
The Company's Common Stock, par value $.01 per share ("Common Stock"),
is traded on The Nasdaq Stock Market under the trading symbol SPAR.
DESCRIPTION OF THE SPARTAN MOTORS, INC. 1996 STOCK OPTION AND
RESTRICTED STOCK PLAN FOR OUTSIDE MARKET ADVISORS
PURPOSE OF THE PLAN.
The purpose of the Spartan Motors, Inc. 1996 Stock Option and Restricted
Stock Plan for Outside Market Advisors (the "Plan") is to provide individuals
who supply marketing, promotion, and product development advice and counsel to
the Company or its subsidiaries (the "Outside Market Advisors") with the right
to purchase Common Stock of the Company. The Plan seeks to join the interests
of Outside Market Advisors with the interests of the Company and its
shareholders through increased opportunity for stock ownership and recognizes
the contributions of Outside Market Advisors to the long-term performance and
growth of the Company.
A maximum of 200,000 shares of Common Stock shall be available for options
under the Plan, with a maximum of 30,000 shares available for issuance in any
one year. Shares of Common Stock to be purchased under the Plan may be made
available by the Company from its authorized but unissued shares or reacquired
shares. If the number of shares of Common Stock outstanding changes by reason
of a stock dividend, stock split, recapitalization, merger, consolidation,
combination, exchange of shares, or any other change in the corporate structure
or shares of the Company, the aggregate number and class of shares available for
grants or awards under the Plan, together with the option prices, will be
appropriately adjusted. Shares of Common Stock purchased from the Company's
authorized but unissued shares or reacquired shares will provide the Company
with additional funds for general corporate purposes.
The Plan will not be qualified under Section 401(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), and will not be subject to the Employee
Retirement Income Security Act of 1974.
Although the Plan primarily will be used to grant stock options, the Plan
also permits the award of restricted stock. The Company currently does not
intend to award restricted stock under the Plan. In the event that the Company
determines to award restricted stock, the Company will file a registration
statement covering the restricted stock or will rely on an exemption from
registration, if any, provided by federal or state securities laws.
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ADMINISTRATION OF THE PLAN.
The Company's Stock Option Plan Committee or such other committee as the
board of directors shall designate (the "Committee") shall administer the Plan.
The Committee shall consist of at least two members of the board of directors
appointed by a majority vote of the board. All directors who serve on the
Committee will be "Non-Employee Directors" as defined in Rule 16b-3 under the
Securities Exchange Act of 1934, as amended.
PARTICIPATION IN THE PLAN.
Outside Market Advisors of the Company are eligible to receive options
under the Plan, which will not be incentive stock options as defined in Section
422(b) of the Code. An Outside Market Advisor is an individual who, by reason
of the individual's position or past or future dealings or knowledge of the
Company, is in a position to provide advice and counsel to the Company, but who
is not an employee or director of the Company. The board of directors will
determine the persons who are considered Outside Market Advisors or the method
used to ascertain the persons considered to be Outside Market Advisors. After
the board of directors determines the persons eligible to be Outside Market
Advisors, the Committee will select Outside Market Advisors who may participate
in the Plan (the "Outside Market Participants").
Neither an Outside Market Advisor, an Outside Market Participant nor any
other person shall have any claim to be granted any option, and there is no
obligation of uniformity of treatment among Outside Market Participants or
holders or beneficiaries of options. The Committee may grant one or more
options to Outside Market Participants, which shall be subject to such terms and
conditions, consistent with the other provisions of the Plan, as shall be
determined by the Committee in its sole discretion. The Committee may vary,
among Outside Market Participants and among options granted, any and all of the
terms and conditions of the options granted under the Plan. The Committee shall
have complete discretion in determining the number of options granted to each
Outside Market Participant.
The Committee will set forth the terms and conditions of individual option
grants in stock option agreements, which will contain the terms and conditions,
consistent with the Plan, as the Committee determines to be appropriate. Under
such agreements, stock options may contain restrictions, which can include
vesting requirements to encourage long-term ownership of the Company's Common
Stock.
PURCHASE OF SHARES.
When exercising all or a portion of an option, an Outside Market
Participant may pay the exercise price with cash or, with the consent of the
Committee, shares of Common Stock. If an Outside Market Participant uses shares
of Common Stock to pay the exercise price, the value of shares received upon
exercise may be used for further exercises in a single transaction, which would
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permit an Outside Market Participant to fully exercise an option with a
relatively small initial cash or stock payment. The Committee may also
authorize payment of all or a portion of the option price in the form of a
promissory note or installments on terms as the Committee may approve. The
board of directors may restrict or suspend the power of the Committee to permit
such loans and may require that the Outside Market Participant provide adequate
security for the option price.
PRICE OF SHARES.
The option price per share will be determined by the Committee; provided,
however, that the option price will be a price equal to or higher than the
market value of Common Stock on the date of the grant. Market value is the mean
between the highest and lowest reported transaction price of shares of Common
Stock as reported on The Nasdaq Stock Market on the date of the grant or, if no
shares were traded on that date, the final transaction price on the last
preceding date on which the shares were traded. The Company will receive no
cash consideration upon the award of options.
TERM OF OPTIONS.
Although the Committee will determine the term of each stock option, an
Outside Market Participant may not exercise an option under the Plan after 10
years from the date the option was granted. If an Outside Market Participant
ceases to be an Outside Market Advisor due to death or disability, options
generally will be exercisable for three months. If an Outside Market
Participant ceases to be an Outside Market Advisor for any other reason, or if
the Committee determines that the Outside Market Participant has entered into
"competition" with the Company (as defined in the Plan), the option shall no
longer be exercisable and the Outside Market Participant will forfeit all rights
to exercise any outstanding options. Options granted to Outside Market
Participants under the Plan may not be transferred except by will or by the laws
of descent and distribution.
COSTS OF PARTICIPATION.
There are no brokerage commissions, fees, or service charges to Outside
Market Participants in connection with purchases of shares of Common Stock under
the Plan. The Company will pay all costs of administration of the Plan.
TERMINATION AND AMENDMENT OF THE PLAN.
The board of directors may terminate the Plan at any time, or may amend the
Plan as it deems proper and in the best interests of the Company, provided that
without shareholder approval the board of directors may not do the following:
(i) materially increase either the benefits to Outside Market Participants under
the Plan or the number of shares that may be issued under the Plan; (ii)
materially modify the eligibility requirements; (iii) reduce the option price
(except pursuant to adjustments as described in the Plan); or (iv) impair any
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outstanding option without the consent of the Outside Market Participant, except
according to the terms of the option. No termination, amendment, or
modification of the Plan shall become effective with respect to any option
previously granted under the Plan without the prior written consent of the
Outside Market Participant holding the option unless the amendment or
modification operates solely to the benefit of the Outside Market Participant.
VOTING OF OUTSIDE MARKET PARTICIPANTS' SHARES.
Prior to the exercise of an option, an Outside Market Participant does not
have any voting rights related to the option. Upon the exercise of an option,
the Outside Market Participant will have the same rights as other shareholders
of the Company and will receive a proxy card for each annual or special meeting
of the shareholders, which will enable the Outside Market Participant to vote
shares registered in his or her name. If a proxy card is returned properly
signed and marked for voting, all of the shares will be voted as marked. The
total number of shares held by the Outside Market Participant may also be voted
in person at an annual or special meeting.
If no instructions are received on a properly signed and returned proxy
card with respect to any item contained thereon, all of an Outside Market
Participant's shares will be voted in accordance with the recommendation of the
Company's management, just as for nonparticipating shareholders who return
proxies and do not provide instructions.
FEDERAL INCOME TAX CONSEQUENCES.
Under current federal income tax laws, an Outside Market Participant will
not recognize income when an option is granted. Upon exercise of the options,
the Outside Market Participant will recognize compensation income in the year of
exercise equal to the difference between the stock option price and the fair
market value of the shares on the date of exercise. The Company will receive a
corresponding deduction for federal income tax purposes and the Outside Market
Participant's tax basis on the shares acquired will be increased by the amount
of compensation income recognized. Sale of the stock after exercise will result
in recognition of short- or long-term capital gain (or loss).
For further information as to the tax consequences of participation in the
Plan, Outside Market Participants should consult their own tax advisers.
INDEMNIFICATION OF COMMITTEE MEMBERS.
Each person who is or was a member of the Committee shall be indemnified
and held harmless by the Company from and against any costs, liabilities, or
expenses imposed or incurred in connection with the person's or the Committee's
taking or failing to take any action under the Plan. Each such person shall be
justified in relying upon information furnished in connection with the Plan's
administration by any appropriate person or persons.
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OUTSIDE MARKET PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR
THE COMMITTEE CAN ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS ON THE
SHARES PURCHASED BY THEM UPON EXERCISE UNDER THE PLAN.
CORRESPONDENCE REGARDING THE PLAN.
All correspondence regarding the Plan should be addressed to:
SPARTAN MOTORS, INC.
1000 Reynolds Road
Post Office Box 440
Charlotte, Michigan 48813
Attention: Investor Relations
(517) 543-6400
Please refer to the Spartan Motors, Inc. 1996 Stock Option and Restricted
Stock Plan for Outside Market Advisors on all correspondence.
USE OF PROCEEDS
The Company has no basis for estimating precisely either the number of
shares of Common Stock that ultimately may be sold pursuant to the Plan, or the
prices at which such shares will be sold. However, the Company proposes to use
the net proceeds from the sale of authorized but unissued shares of Common Stock
pursuant to the Plan, when and as received, for general corporate purposes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed in (a) through (d) below and all documents
subsequently filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934, prior to the termination of the
offering, are incorporated by reference in this Prospectus:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, which contains
financial statements for the registrant's latest fiscal year for which a Form
10-K was required to have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report referenced to in (a) above.
(c) The description of the Company's Common Stock, which is contained
in the Company's registration statement on Form S-2 filed under the Securities
Exchange Act of 1934, including any amendments or reports filed for the purpose
of updating such description.
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(d) Other reports filed with the Commission subsequent to the date of
this Prospectus, but prior to the termination of the offering pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934.
INDEMNIFICATION
THE COMPANY'S RESTATED ARTICLES OF INCORPORATION AND BYLAWS PROVIDE FOR
INDEMNIFICATION BY THE COMPANY OF DIRECTORS, OFFICERS, AND OTHER PERSONS UNDER
CERTAIN CONDITIONS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses payable by the Company in connection with the issuance and
distribution of the securities being registered are estimated to be:
<TABLE>
<CAPTION>
<S> <C> <C>
Registration Fee . . . . . . . . . . . . . . $ 409.10
Legal Fees and Expenses. . . . . . . . . . . 3,500.00
Accountant's Fees and Expenses . . . . . . . 3,000.00
Printing Fees and Expenses . . . . . . . . . 350.00
Blue Sky Fees and Expenses . . . . . . . . . --
Miscellaneous Expenses . . . . . . . . . . . 725.76
TOTAL. . . . . . . . . . . . . . . . . . . . $ 7,984.86
============
</TABLE>
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is obligated under its Restated Articles of Incorporation to
indemnify a present or former director or executive officer of the Company, and
may indemnify any other person, to the full extent now or hereafter permitted by
law in connection with any actual or threatened civil, criminal, administrative,
or investigative action, suit, or proceeding arising out of the person's past or
future service to the Company or a subsidiary, or to another organization at the
request of the Company or a subsidiary.
Sections 561-571 of the Michigan Business Corporation Act contain
provisions governing the indemnification of directors and officers of Michigan
corporations. The statute provides that a corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party
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 the fact that he or she is or was a
director, officer, employee, or agent of the corporation or serving another
corporation or other enterprise at the request of the corporation, against
expenses, including attorneys' fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit, or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
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was unlawful. The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the corporation or its shareholders, or,
with respect to any criminal action or proceeding, that he or she had reasonable
cause to believe that his or her conduct was unlawful.
Indemnification of expenses, including attorneys' fees, is allowed in
derivative actions except that no indemnification is allowed in respect of any
claim, issue, or matter as to which a person shall have been found liable to the
corporation unless a court decides indemnification is proper. To the extent a
person succeeds on the merits or otherwise, he or she shall be indemnified
against expenses, including attorneys' fees. A determination that the person to
be indemnified meets the applicable standard of conduct, if not made by a court,
shall be made by the board of directors by a majority vote of a quorum
consisting of directors who are not parties or threatened to be made parties to
the action, suit, or proceeding; if such a quorum is not obtainable, by a
majority vote of a committee designated by the board of directors consisting of
two or more directors not parties or threatened to be made parties to the
action, suit, or proceeding; if such a committee is not obtainable, by
independent legal counsel selected in accordance with the procedures prescribed
by the statute; or by the shareholders. Expenses may be paid in advance upon
receipt of a written affirmation from the person to be indemnified of his or her
belief that he or she has met the applicable standard of conduct, and a written
undertaking to repay the advance if it is ultimately determined that he or she
did not meet the applicable standard of conduct. A corporation may purchase
indemnity insurance.
The Company maintains insurance which provides liability coverage to
directors and officers of the Company and its subsidiaries with respect to
claims for any actual or alleged error, misstatement, misleading statement, act,
or omission, or neglect or breach of duty by such directors or officers in the
discharge of their duties solely in their capacity as directors or officers,
individually or collectively, or any matter claimed against them solely by
reason of their being such directors or officers. This insurance contains
customary exclusions from coverage.
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Item 16. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
4.1 Restated Articles of Incorporation. Previously filed as
Exhibit 3.1 to the registrant's Quarterly Report on Form
10-Q for the period ended June 30, 1996, and incorporated
herein by reference.
4.2 Bylaws. Previously filed as Exhibit 3.2 to the
registrant's Form 10-K for the year ended December 31,
1995, and incorporated herein by reference.
5 Opinion of Warner Norcross & Judd LLP as to the
legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Warner Norcross & Judd LLP (See Exhibit 5).
24 Powers of Attorney.
99 Spartan Motors, Inc. 1996 Stock Option and Restricted
Stock Plan for Outside Market Participants. Previously
filed as Exhibit 10.3 to the registrant's Quarterly Report
on Form 10-Q for the period ended June 30, 1996, and
incorporated herein by reference.
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Item 17. 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 registrant 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 registrant
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.
(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 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.
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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-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Charlotte, State of Michigan, on
April 16, 1997.
SPARTAN MOTORS, INC.
By /S/ ANTHONY G. SOMMER
Anthony G. Sommer
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
DATE NAME AND TITLE
April 16, 1997 */S/ GEORGE W. SZTYKIEL
George W. Sztykiel
Director
(Principal Executive Officer)
April 16, 1997 */S/ JOHN E. SZTYKIEL
John E. Sztykiel
Director
(Principal Operating Officer)
April 16, 1997 /S/ RICHARD J. SCHALTER
Richard J. Schalter
(Principal Accounting and Financial
Officer)
April 16, 1997 /S/ ANTHONY G. SOMMER
Anthony G. Sommer
Director
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April 16, 1997 */S/ WILLIAM F. FOSTER
William F. Foster
Director
____________, 1997 ___________________________________
Roger B. Burrows
Director
April 16, 1997 */S/ CHARLES E. NIHART
Charles E. Nihart
Director
April 16, 1997 */S/ GEORGE S. TESSERIS
George S. Tesseris
Director
____________, 1997 ___________________________________
James C. Penman
Director
April 16, 1997 By /S/ ANTHONY G. SOMMER
Anthony G. Sommer
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4.1 Restated Articles of Incorporation. Previously filed as
Exhibit 3.1 to the registrant's Quarterly Report on Form
10-Q for the period ended June 30, 1996, and incorporated
herein by reference.
4.2 Bylaws. Previously filed as Exhibit 3.2 to the
registrant's Form 10-K for the year ended December 31,
1995, and incorporated herein by reference.
5 Opinion of Warner Norcross & Judd LLP as to the legality
of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Warner Norcross & Judd LLP (See Exhibit 5).
24 Powers of Attorney.
99 Spartan Motors, Inc. 1996 Stock Option and Restricted
Stock Plan for Outside Market Participants. Previously
filed as Exhibit 10.3 to the registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 1996,
and incorporated herein by reference.
-15-
<PAGE>
EXHIBIT 5
April 16, 1997
Board of Directors
Spartan Motors, Inc.
1000 Reynolds Road
Post Office Box 440
Charlotte, Michigan 48813
Re: REGISTRATION STATEMENT ON FORM S-3
200,000 SHARES OF COMMON STOCK
----------------------------------
Ladies and Gentlemen:
We are counsel to Spartan Motors, Inc. (the "Company") in connection
with registration under the Securities Act of 1933, as amended (the
"Securities Act") pursuant to a registration statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") on or about April 17 1997.
We are familiar with the proceedings taken by the Company in connection
with the authorization of up to 200,000 shares of Common Stock, $.01 par
value (the "Common Stock"), in connection with the Spartan Motors, Inc. 1996
Stock Option and Restricted Stock Plan for Outside Market Advisors. We are
familiar with the corporate action taken by the Board of Directors of the
Company authorizing the registration and offering of such shares, and we
have examined such documents, records, and matters of law as we have deemed
necessary for purposes of this opinion. In our examination, we have assumed
the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies, and the authenticity of the originals of
such copies.
Based upon the foregoing, we are of the opinion that, the 200,000 shares
of Common Stock will be, when duly registered under the Securities Act and
issued and delivered as described in the Registration Statement, legally
issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is rendered for the purposes of Item 16 of Form S-3 and
Item 601 of Regulation S-K, may be relied upon only by you and the
Commission, and may not be used, quoted, or referred to or filed for any
other purpose without our prior written permission.
WARNER NORCROSS & JUDD LLP
By: /S/ STEPHEN C. WATERBURY
Stephen C. Waterbury, Partner
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Spartan Motors, Inc. on Form S-3 of our report dated March 7, 1997, appearing in
the Annual Report on Form 10-K of Spartan Motors, Inc. for the year ended
December 31, 1996.
/s/ Deloitte & Touche LLP
Lansing, Michigan
April 16, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or both, as
the case may be, of Spartan Motors, Inc., does hereby appoint GEORGE S.
TESSERIS, ANTHONY G. SOMMER and RICHARD J. SCHALTER, and any one of them,
his true and lawful attorney or attorneys with full power of substitution,
to execute in his name in his capacity as a director or officer, or both,
as the case may be, of Spartan Motors, Inc., a Form S-3 Registration
Statement of Spartan Motors, Inc. with respect to the shares of Spartan
Motors, Inc. Common Stock, $.01 par value, to be issued pursuant to the
Spartan Motors, Inc. 1996 Stock Option and Restricted Stock Plan for
Outside Market Advisors, and any and all amendments to such Registration
Statement, and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Securities and Exchange
Commission. Each of the attorneys shall have full power and authority
to do and to perform in the name and on behalf of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done
in the premises as fully and to all intent and purposes as the undersigned
might or could do in person, hereby ratifying and approving the acts of such
attorneys and each of them.
February 11, 1997 /S/ GEORGE W. SZTYKIEL
George W. Sztykiel, Director and
Principal Executive Officer
<PAGE>
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or both, as
the case may be, of Spartan Motors, Inc., does hereby appoint GEORGE S.
TESSERIS, ANTHONY G. SOMMER and RICHARD J. SCHALTER, and any one of them,
his true and lawful attorney or attorneys with full power of substitution,
to execute in his name in his capacity as a director or officer, or both, as
the case may be, of Spartan Motors, Inc., a Form S-3 Registration Statement
of Spartan Motors, Inc. with respect to the shares of Spartan Motors, Inc.
Common Stock, $.01 par value, to be issued pursuant to the Spartan Motors,
Inc. 1996 Stock Option and Restricted Stock Plan for Outside Market
Advisors, and any and all amendments to such Registration Statement, and to
file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission. Each of
the attorneys shall have full power and authority to do and to perform in
the name and on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises as fully
and to all intent and purposes as the undersigned might or could do in
person, hereby ratifying and approving the acts of such attorneys and each
of them.
February 11, 1997 /S/ JOHN E. SZTYKIEL
John E. Sztykiel, Director and
Principal Operating Officer
<PAGE>
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or both, as
the case may be, of Spartan Motors, Inc., does hereby appoint GEORGE S.
TESSERIS, ANTHONY G. SOMMER and RICHARD J. SCHALTER, and any one of them,
his true and lawful attorney or attorneys with full power of substitution,
to execute in his name in his capacity as a director or officer, or both, as
the case may be, of Spartan Motors, Inc., a Form S-3 Registration Statement
of Spartan Motors, Inc. with respect to the shares of Spartan Motors, Inc.
Common Stock, $.01 par value, to be issued pursuant to the Spartan Motors,
Inc. 1996 Stock Option and Restricted Stock Plan for Outside Market
Advisors, and any and all amendments to such Registration Statement, and to
file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission. Each of
the attorneys shall have full power and authority to do and to perform in
the name and on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises as fully
and to all intent and purposes as the undersigned might or could do in
person, hereby ratifying and approving the acts of such attorneys and each
of them.
February 11, 1997 /S/ RICHARD J. SCHALTER
Richard J. Schalter
Principal Accounting and Financial
Officer
<PAGE>
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or both, as
the case may be, of Spartan Motors, Inc., does hereby appoint GEORGE S.
TESSERIS, ANTHONY G. SOMMER and RICHARD J. SCHALTER, and any one of them,
his true and lawful attorney or attorneys with full power of substitution,
to execute in his name in his capacity as a director or officer, or both, as
the case may be, of Spartan Motors, Inc., a Form S-3 Registration Statement
of Spartan Motors, Inc. with respect to the shares of Spartan Motors, Inc.
Common Stock, $.01 par value, to be issued pursuant to the Spartan Motors,
Inc. 1996 Stock Option and Restricted Stock Plan for Outside Market
Advisors, and any and all amendments to such Registration Statement, and to
file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission. Each of
the attorneys shall have full power and authority to do and to perform in
the name and on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises as fully
and to all intent and purposes as the undersigned might or could do in
person, hereby ratifying and approving the acts of such attorneys and each
of them.
February 11, 1997 /S/ ANTHONY G. SOMMER
Anthony G. Sommer
Director
<PAGE>
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or both, as
the case may be, of Spartan Motors, Inc., does hereby appoint GEORGE S.
TESSERIS, ANTHONY G. SOMMER and RICHARD J. SCHALTER, and any one of them,
his true and lawful attorney or attorneys with full power of substitution,
to execute in his name in his capacity as a director or officer, or both, as
the case may be, of Spartan Motors, Inc., a Form S-3 Registration Statement
of Spartan Motors, Inc. with respect to the shares of Spartan Motors, Inc.
Common Stock, $.01 par value, to be issued pursuant to the Spartan Motors,
Inc. 1996 Stock Option and Restricted Stock Plan for Outside Market
Advisors, and any and all amendments to such Registration Statement, and to
file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission. Each of
the attorneys shall have full power and authority to do and to perform in
the name and on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises as fully and
to all intent and purposes as the undersigned might or could do in person,
hereby ratifying and approving the acts of such attorneys and each of them.
February 11, 1997 /S/ WILLIAM F. FOSTER
William F. Foster
Director
<PAGE>
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or both, as
the case may be, of Spartan Motors, Inc., does hereby appoint GEORGE S.
TESSERIS, ANTHONY G. SOMMER and RICHARD J. SCHALTER, and any one of them,
his true and lawful attorney or attorneys with full power of substitution,
to execute in his name in his capacity as a director or officer, or both, as
the case may be, of Spartan Motors, Inc., a Form S-3 Registration Statement
of Spartan Motors, Inc. with respect to the shares of Spartan Motors, Inc.
Common Stock, $.01 par value, to be issued pursuant to the Spartan Motors,
Inc. 1996 Stock Option and Restricted Stock Plan for Outside Market
Advisors, and any and all amendments to such Registration Statement, and to
file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission. Each of
the attorneys shall have full power and authority to do and to perform in
the name and on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises as fully
and to all intent and purposes as the undersigned might or could do in
person, hereby ratifying and approving the acts of such attorneys and each
of them.
February 11, 1997 /S/ CHARLES E. NIHART
Charles E. Nihart
Director
<PAGE>
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or both, as
the case may be, of Spartan Motors, Inc., does hereby appoint GEORGE S.
TESSERIS, ANTHONY G. SOMMER and RICHARD J. SCHALTER, and any one of them,
his true and lawful attorney or attorneys with full power of substitution,
to execute in his name in his capacity as a director or officer, or both, as
the case may be, of Spartan Motors, Inc., a Form S-3 Registration Statement
of Spartan Motors, Inc. with respect to the shares of Spartan Motors, Inc.
Common Stock, $.01 par value, to be issued pursuant to the Spartan Motors,
Inc. 1996 Stock Option and Restricted Stock Plan for Outside Market
Advisors, and any and all amendments to such Registration Statement, and to
file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission. Each of
the attorneys shall have full power and authority to do and to perform in
the name and on behalf of the undersigned, in any and all capacities, every
act whatsoever requisite or necessary to be done in the premises as fully
and to all intent and purposes as the undersigned might or could do in
person, hereby ratifying and approving the acts of such attorneys and each
of them.
February 11, 1997 /S/ GEORGE S. TESSERIS
George S. Tesseris
Director
