SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED MOBILE HOMES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1890929
(State or other jurisdiction) (I.R.S. employer identification no.)
125 Wyckoff Road, Eatontown, NJ 07724
(Address of principal executive offices) (Zip code)
UNITED MOBILE HOMES, INC. 1984 STOCK OPTION PLAN
AND UNITED MOBILE HOMES, INC. 1994 STOCK OPTION PLAN
(Full title of the plan)
Archer & Greiner, P.C.
One Centennial Square, Haddonfield, New Jersey 08033
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 908-542-4555
This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount maximum offering maximum Amount of
to be to be price per aggregate Registration
registered registered (1) share (2) offering price fee
Common Stock 44,000 $ 4.625 $ 203,500
($.10 par 25,000 5.00 125,000
value) 14,000 5.625 78,750
15,000 6.50 97,500
25,000 9.125 228,125
37,000 7.125 263,625
75,000 8.25 618,750
37,000 8.375 309,875
25,000 10.625 265,625
38,000 10.75 408,500
513,000 12.125 (3) 6,220,125
------- ====== ---------
848,000 $8,819,375 $ 3,041.16
======= ========= ========
(1) Pursuant to Rule 416(a), this registration statement includes such
indeterminate shares as may become subject to options under the 1984 and
1994 Stock Option Plans as a result of the adjustment provisions therein.
(2) Estimated pursuant to Rule 457 solely for the purpose of determining
the registration fee. The price is based upon the exercise price of the
outstanding but unexercised options.
(3) Estimated pursuant to Rule 457 solely for the purpose of determining
the registration fee. The price is based upon the closing price per share
reported on The American Stock Exchange on September 23, 1996.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual
Information*
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the registration
statement in accordance with Rule 428 under the Securities Act of
1933 and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
United Mobile Homes, Inc. (the "Registrant")
hereby incorporates by reference in this registration
statement the following documents:
(a) The Registrant's most recent annual report on
Form 10-K for the year ended December 31, 1995 filed
pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Exchange Act, including reports
on Form 10-Q for the periods ended March 31, 1996 and
June 30, 1996.
(c) The description of the Registrant's Shares,
$.10 par value, which is contained in the Registration
Statement No. 2-92896-NY as filed with the Securities
and Exchange Commission on December 13, 1984.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which
indicates that all securities offered hereby have been
sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof
from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is
registered under Section 12 of the Exchange Act.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Paragraph Tenth of the Registrant's Certificate of
Incorporation and Amendments thereto states:
"A Director's liability shall be limited
to breaches of his duty based upon an act or
omission (a) in breach of the Director's duty of
loyalty to the corporation or its shareholders,
(b) not in good faith or involving a knowing
violation of law, or (c) resulting in receipt by
such person of an improper personal benefit. A
Director shall not be personally liable for
negligence. The Board of Directors is authorized
to adopt By-laws indemnifying Directors and other
personnel to the fullest extent provided by law."
Article VI Section 6 of the Registrant's By-laws
and Amendments thereto states:
"Every officer, director or
employee of United Mobile Homes, Inc. or
its wholly-owned subsidiaries shall be
indemnified against expenses and
liabilities in connection with said
persons' efforts on behalf of United
Mobile Homes, Inc. or its wholly-owned
subsidiaries, and a condition of the
directorship, employment or agency of
its officers and agents, is that said
persons be granted the fullest
protection and indemnification available
under N.J.S.A. 14A:305. The purpose of
this resolution is to require
indemnification where United Mobile
Homes, Inc. has the power to grant
indemnification where authorized in a
specific case, upon a determination that
indemnification is proper under the
circumstances in accordance with the
provision of N.J.S.A. 14A:305."
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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
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Item 8. EXHIBITS
The following are the Exhibits included
in this Registration Statement:
4.1 United Mobile Homes, Inc.'s 1984 Stock Option Plan
as approved by the Shareholders on June 26, 1984.
4.2 United Mobile Homes, Inc.'s 1994 Stock Option Plan
as approved by the Shareholders on May 26, 1994 is
incorporated herein by reference to the Registrant's
Definitive Proxy Statement dated April 25, 1994 filed
with the Securities and Exchange Commission on April
27, 1994.
5 Opinion of Archer & Greiner, P.C. regarding legality.
23.1 Consent of Archer & Greiner, P.C. (included in Exhibit
5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney
Item 9. UNDERTAKINGS
(a) RULE 415 OFFERING
The 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 thereto) which, individually or in
the aggregate, represent a fundamental change
in the information set forth in the
registration statement;
(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.
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PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated
by reference 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) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT
DOCUMENTS BY REFERENCE
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 Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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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(h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR
FILING OF REGISTRATION STATEMENT ON FORM S-8
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 Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment of 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 Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Borough of Eatontown, State of
New Jersey on September 26, 1996.
UNITED MOBILE HOMES, INC.
By:/s/ Eugene W. Landy
EUGENE W. LANDY
Chairman of the Board and Director
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on September 26, 1996.
Signature Title
/s/ Eugene W. Landy Chairman of the Board and Director
Eugene W. Landy
/s/ Samuel A. Landy President and Director
Samuel A. Landy (Principal Executive Officer)
/s/ Anna T. Chew Vice President, Chief Financial
Anna T. Chew Officer and Director
(Principal Financial Officer)
/s/ Ernest V. Bencivenga Secretary/Treasurer and Director
Ernest V. Bencivenga
/s/ Robert G. Sampson Director
Robert G. Sampson
/s/ Charles P. Kaempffer Director
Charles P. Kaempffer
/s/ Richard Molke Director
Richard Molke
/s/ Robert J. Anderson Director
Robert J. Anderson
/s/ Eugene Rothenberg Director
Eugene Rothenberg
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EXHIBIT INDEX
4.1 United Mobile Homes, Inc.'s 1984 Stock Option Plan
as approved by the Shareholders on June 26, 1984.
4.2 United Mobile Homes, Inc.'s 1994 Stock Option Plan
as approved by the Shareholders on May 26, 1994 is
incorporated herein by reference to the Registrant's
Definitive Proxy Statement dated April 25, 1994 filed
with the Securities and Exchange Commission on April
27, 1994.
5 Opinion of Archer & Greiner, P.C. regarding legality.
23.1 Consent of Archer & Greiner, P.C. (included in Exhibit
5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney
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EXHIBIT 4.1
UNITED MOBILE HOMES, INC.
1984 STOCK OPTION PLAN
1. Purpose. The purpose of the Stock Option Plan
(hereinafter called the "Plan"), is to promote the interests of
United Mobile Homes, Inc. (hereinafter called the "Company"), by
affording an incentive to certain officers and key management
employees to remain in the employ of the Company and to use their
best efforts in its behalf; and further to aid the Company in
attracting, maintaining, and developing capable management
personnel of a caliber required to insure the Company's continued
success, by means of an offer to such persons of an opportunity
to acquire or increase their proprietary interest in the Company
through the granting of options to purchase the Company's stock
pursuant to the terms of this Plan.
2. Shares Subject to Plan. (a) The shares to be
delivered upon exercise of options granted under the Plan shall
be made available, at the discretion of the Board of Directors of
the Company (the "Board"), from the authorized unissued shares of
the Company's Common Stock or from shares reacquired by the
Company, including shares purchased in the open market.
(b) Subject to adjustments made pursuant to provisions
of Section 10 hereof, the aggregate number of shares which may be
issued upon exercise of all options which may be granted under
the Plan shall not exceed 60,000 shares of the $1.00 par value
Common Stock of the company (306,000 shares $.10 par value on 5.1
to 1 stock split).
(c) In the event that any option granted under this
Plan expires or terminates for any reason whatsoever without
having been exercised in full, the shares become available for
other options to the same employee or other employees without
decreasing the aggregate number of shares which may be granted
under the Plan; or shall be available for any lawful corporate
purpose.
(d) More than one option may be granted to an optionee
pursuant to this Plan. However, not more than thirty percent
(30%) of the number of shares which can be issued under this Plan
in accordance with Section 2(b) hereof may be purchased by one
employee upon exercise of all options granted under the Plan to
such employee.
3. Option Agreements. (a) Each option under the Plan
shall be evidenced by an option agreement, which shall be signed
by an officer of the Company and by the employee and which shall
contain such provisions as may be approved by the Committee (as
defined in Section 4 hereof).
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(b) The option agreements shall constitute binding
contracts between the Company and the optionee and every
optionee, upon acceptance of such option agreement, shall be
bound by the terms and restrictions of this Plan and of the
option agreement.
(c) The terms of the option agreement shall be in
accordance with this Plan, but may include additional provisions
and restrictions, provided that the same are not inconsistent
with the Plan.
4. Administration. The Board shall appoint an option
committee (hereinafter called the "Committee"), to administer the
Plan, which Committee shall consist of not less than three nor
more than five members of the Board, to serve at the pleasure of
the Board. No individual who has been granted options under this
Plan shall become a member of the Committee while said options
are still in existence. No member of the Committee shall be
eligible for any grant of options. The Committee shall have full
power and authority to construe, interpret, and administer the
Plan and may from time to time adopt such rules and regulations
for carrying out this Plan as it may deem proper and in the best
interests of the Company. Subject to the terms, provisions, and
conditions of the Plan, the Committee shall have exclusive
jurisdiction (i) to select the key employees to whom options
shall be granted, (ii) to determine the number of shares subject
to each option, (iii) to determine the time or times when options
will be granted, (iv) to determine the option price of the shares
subject to each option, (v) to determine the time when each
option may be exercised, (vi) to fix such other provisions of the
option agreement as the Committee may deem necessary or desirable
consistent with the terms of this Plan, and (vii) to determine
all other questions relating to the administration of the Plan.
The interpretation of any provisions of this Plan by the
Committee shall be final, conclusive, and binding upon all
persons and the Board shall place into effect the determinations
of the Committee.
5. Eligibility. Key employees of the Company and any
of its subsidiaries including officers and directors who are
employees shall be eligible to receive options. The fact that an
employee has been granted an option under this Plan shall not in
any way affect or qualify the right of the employer to terminate
his employment at any time. Nothing contained in this Plan shall
be construed to limit the right of the Company to grant options
otherwise than under the Plan for any proper and lawful corporate
purpose, including but not limited to options granted to key
employees. Key employees to whom options may be granted under
the Plan will be those selected by the Committee from time to
time who, in the sole discretion of the Committee, have
contributed in the past or who may be expected to contribute
materially in the future to the successful performance of the
Company.
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6. Option Price. The price at which shares of stock
may be purchased under an option granted pursuant to this Plan
shall be determined by the Committee but shall not be less than
100% of fair market value of such shares on the date that the
option is granted, such fair market value to be determined by,
and in accordance with procedures to be established by, the
Committee. The option price will be subject to adjustments in
accordance with provisions of Section 10 hereof.
7. Exercise of Options. (a) Subject to the
provisions of the Plan with respect to termination of employment
under Section 9 hereof, the period during which each option may
be exercised shall be fixed by the Committee at the time such
option is granted, but such period shall expire not later than
five (5) years from the date the option is granted. In addition,
each option must be exercised within five (5) years of its date
of grant.
(b) Each option granted under the Plan may be
exercised only after one (1) year of continued employment by the
Company or one of its subsidiaries immediately following the date
the option is granted and, except as provided in Section 9
hereof, only during the continuance of the optionee's employment
with the Company or one of its subsidiaries. Subject to the
foregoing limitations and the terms and conditions of the option
agreement, each option shall be exercisable in whole or in part
in installments at such time or times as the Committee may
prescribe and specify in the applicable option agreement.
(c) No shares shall be delivered pursuant to any
exercise of an option until the requirement of such laws and
regulations as may be deemed by the Committee to be applicable to
them are satisfied and until payment in full in cash of the
option price for them is received by the Company. No optionee,
or the legal representative, legatee, or distributee of an
optionee, shall be deemed to be a holder of any shares subject to
any option unless and until the certificate or certificates for
them have been issued.
8. Transferability of Options. An option granted
under the Plan may not be transferred except by will or the laws
of descent or distribution, and during the lifetime of the
employee to whom granted, may be exercised only by such employee.
9. Termination of Employment. In the event that
employment of an optionee by the Company or any subsidiary is
terminated for any reason other than death, an option shall be
exercisable by the optionee at any time prior to the expiration
date of the option or within three months after the date of such
termination, whichever is earlier, but only to the extent the
optionee had the right to exercise such option at date of such
termination. In the event of death of an optionee while in the
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employ of the Company (or within three (3) months after
termination of employment by reasons of retirement with the
consent of the Company), his option shall be exercisable by the
person or persons to whom such optionee's rights pass by will or
by the laws of descent and distribution at any time prior to the
expiration date of the option or within three (3) months after
the date of such death, whichever is earlier, but only to the
extent the optionee had the right to exercise such option on the
date of his death.
10. Capital Adjustments Affecting Stock. In the event
of a capital adjustment resulting from a stock dividend, stock
split, reorganization, merger, consolidation, or a combination or
exchange of shares, the number of shares of stock subject to this
Plan and the number of shares under option shall be adjusted
consistent with such capital adjustment. The price of any share
under option shall be adjusted so that there will be no change in
the aggregate purchase price payable under exercise of any such
option. The granting of an option pursuant to this Plan shall
not affect in any way the right or power of the Company to make
adjustments, reorganizations, reclassification, or changes of its
capital or business structure or to merge, consolidate, dissolve,
liquidate, or sell or transfer all or any part of its business or
assets.
11. Amendments, Suspension, or Termination. The Board
shall have the right, at any time, to amend, suspend or terminate
the Plan in any respect which it may deem to be in the best
interests of the Company, provided, however, no amendments shall
be made in the Plan which:
(a) Increase the total number of shares for
which options may be granted under this Plan for all
key employees or for any one of them except as provided
in Section 10 hereof;
(b) Change the minimum purchase price for
the optioned shares, except as provided in Section 10
hereof;
(c) Affect outstanding options or any
unexercised rights thereunder, except as provided in
Section 7 hereof;
(d) Extend the option period provided in
Section 7 hereof or make an option exercisable earlier
than as specified in Section 7 hereof; and
(e) Extend the termination date of the Plan.
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12. Effective Date, Term and Approval. Subject to the
approval of the stockholders of the Company at the Annual Meeting
in 1984, the Plan shall take effect on January 1, 1984. This
Plan will terminate on March 31, 1994 and no options may be
granted under the Plan after that date, unless an earlier
termination date after which no options may be granted under the
Plan is fixed by action of the Board, but any option granted
prior thereto may be exercised in accordance with its terms. The
Plan and all options granted pursuant to it are subject to all
laws, approvals, requirements and regulations of any governmental
authority which may be applicable thereto and, notwithstanding
any provisions of the Plan or option agreement, the holder of an
option shall not be entitled to exercise his option nor shall the
Company be obligated to issue any shares to the holder if such
exercise or issuance shall constitute a violation by the holder
or the Company of any provisions of any such approval
requirements, law or regulation.
13. Miscellaneous. The Committee, in fixing the terms
of the options granted, may, but shall not be required to,
conform the options so that they may qualify as incentive options
under the Internal Revenue Code Amendments of 1981 or such future
Internal Revenue Code provisions as may provide more favorable
tax treatment than unqualified options.
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EXHIBIT 5
September 30, 1996
United Mobile Homes, Inc.
125 Wyckoff Road
Eatontown, NJ 07724
Dear Sirs:
We have examined the corporate records and proceedings of
United Mobile Homes, Inc., a New Jersey corporation, with respet
to the legal sufficiency of all corporate proceedings of such
corporation taken in connection with the creation, form and
validity and full payment and non-assessability when issued of
the 848,000 shares of common stock, par value $0.10 per share,
covered by the Registration Statement on Form S-8, dated
September 30, 1996, in connection with which Registration
Statement this opinion is rendered.
Based upon such examination, we are of the opinion that when
the Registration Statement shall have been declared effective by
order of the Securities and Exchange Commission, and the shares
shall have been issued and sold upon the terms and conditions set
forth in the Registration Statement, such shares will be validly
authorized and legally issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Sincerely,
/s/ Archer & Greiner
ARCHER & GREINER
A Professional Corporation
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EXHIBIT 23.2
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
United Mobile Homes, Inc.
We consent to incorporation by reference in the Registration
Statement on Form S-8 of United Mobile Homes, Inc. dated
September 26, 1996, pertaining to United Mobile Homes, Inc. 1984
Stock Option Plan and United Mobile Homes, Inc. 1994 Stock Option
Plan, of our report dated March 6, 1996, relating to the
consolidated balance sheets of United Mobile Homes, Inc. as of
December 31, 1995 and 1994 and the related consolidated
statements of income, shareholders' equity, and cash flows for
each of the years in the three-year period ended December 31,
1995, which report appears in the December 31, 1995 Annual Report
on Form 10-K of United Mobile Homes, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Short Hills, New Jersey
September 26, 1996
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EXHIBIT 24
POWER OF ATTORNEY
Each person executing this Power of Attorney hereby appoints
Eugene W. Landy and Anna T. Chew, or either of them, as his
attorney-in-fact to execute and to file such amendments to this
Form S-8 Registration Statement as such attorneys-in-fact, or
either of them, may deem appropriate or withdraw from the
registration process this Registration Statement.
UNITED MOBILE HOMES, INC.
By:/s/ Eugene W. Landy
EUGENE W. LANDY
Chairman of the Board and Director
This Power of Attorney has been signed by the following
persons in the capacities indicated on September 26, 1996.
Signature Title
/s/ Eugene W. Landy Chairman of Board and Director
Eugene W. Landy
/s/ Samuel A. Landy President and Director
Samuel A. Landy (Principal Executive Officer)
/s/ Anna T. Chew Vice President, Chief Financial
Anna T. Chew Officer and Director
(Principal Financial Officer)
/s/ Ernest V. Bencivenga Secretary/Treasurer and Director
Ernest V. Bencivenga
/s/ Robert G. Sampson Director
Robert G. Sampson
/s/ Charles P. Kaempffer Director
Charles P. Kaempffer
/s/ Richard Molke Director
Richard Molke
/s/ Robert J. Anderson Director
Robert J. Anderson
/s/ Eugene Rothenberg Director
Eugene Rothenberg
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