As filed with the Securities and Exchange Commission on June 20, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAVALIER HOMES, INC.
(Exact name of registrant as specified in its charter)
Delaware 63-0949734
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
------------------------
Highway 41 North and Cavalier Road
Addison, Alabama 35540
(205) 747-1575
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------
Cavalier Homes, Inc.
1996 Key Employee Stock Incentive Plan
(Full Title of the Plan)
------------------------
Barry B. Donnell
719 Scott Avenue, Suite 600
Wichita Falls, Texas 76307
(817) 723-5523
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
Copies to:
B. G. Minisman, Jr., Esq.
BERKOWITZ, LEFKOVITS, ISOM & KUSHNER
A Professional Corporation
1600 SouthTrust Tower
Birmingham, Alabama 35203
(205) 328-0480
------------------------
CALCULATION OF REGISTRATION FEE
+---------------------------------------------------------------------------+
| Title of securities | Amount to | Proposed maximum | Proposed maximum |
| to be registered |be registered|offering price per|aggregate offering |
| | | share | price |
|----------------------+-------------+------------------+-------------------+
|Common Stock, par | 600,000 | | |
|value $.10 per share | shares(1) | $23.000(2) | $13,800,000(2) |
+---------------------------------------------------------------------------+
+-----------------------------------------+
| Title of securities |
| to be registered Amount of |
| registration fee |
|-----------------------------------------+
|Common Stock, par |
|value $.10 per share $4,759 |
+-----------------------------------------+
Page 1 of 14 Pages
Exhibit Index on Page 10
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(1) Plus such indeterminate number of additional shares of Common Stock as
may be issued as the result of adjustments required by certain
antidilution provisions, in accordance with Rule 416(a) under the
Securities Act of 1933, as amended (the "Securities Act").
(2) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457 under the Securities Act, which has been
calculated on the basis of the average of the high and low prices
reported on June 19, 1996 on the New York Stock Exchange, which price
was $20.125 per share.
(THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY)
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION. *
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION. *
*The information required by Items 1 and 2 of Part I of Form S-8 is omitted from
this registration statement in accordance with the Note to Part 1 of Form S-8.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Cavalier Homes, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") for periods since December
31, 1995; and
(c) The description of the Registrant's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission under the
Exchange Act on December 9, 1987, as amended by the Form 8 dated December 16,
1987, and as updated (A) in the Registration Statement on Form S-3, effective
June 23, 1993 (Commission File No. 33-63060), to reflect the increase of the
number of shares of authorized Common Stock from 5,000,000 shares to 15,000,000
shares and (B) by the Registration Statement on Form 8-A filed with the
Commission under the Exchange Act on December 2, 1994, reflecting the listing of
the Common Stock on the New York Stock Exchange.
All documents filed by the Registrant pursuant to Sections 13, 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents.
Any statement made in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES
(Not Applicable)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
(Not Applicable)
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Article VII of the By-laws of the Registrant provides for
indemnification of directors and officers, in certain instances. The provisions
of said Article are as follows:
SECTION 1. Indemnification in Actions Arising Out of Capacity
as Officer, Director, Employee or Agent. The corporation shall
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 is
or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct 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 reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
SECTION 2. Indemnification in Actions by or in Right of
Corporation. The corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made
in respect to any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation
unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem
proper.
SECTION 3. Indemnification When Successful on Merits or
Otherwise. To the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in Sections 1 and 2 of this Article VII, or in
defense of any claim issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection
therewith.
4
<PAGE>
SECTION 4. Determination of Meeting Applicable Standard. Any
indemnification under Sections I and 2 of this Article VII
(unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections I and 2
of this Article VII. Such determination shall be made (a) by a
majority vote of the directors who were not parties to such
action, suit or proceeding, even though less than a quorum, or
(b) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or
(c) by the stockholders.
SECTION 5. Payment of Expenses in Advance of Disposition of
Action. Expenses incurred by an officer or director in
defending a civil or criminal action, suit, or proceeding may
be paid by the corporation in advance of the final disposition
of such action, suit, or proceeding as authorized by the board
of directors in the specific case upon receipt of an
undertaking by or on behalf of such director or officer to
repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation as
authorized in this Article VII. Such expenses incurred by
other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems
appropriate.
SECTION 6. Nonexclusivity of Article. The indemnification
provided by this Article VII shall not be deemed exclusive of
any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and
administrators of such a person. The indemnification provided
by this Article VII shall not be exclusive of any powers,
rights, agreements or undertakings which may be legally
permissible or authorized by or under any applicable law but,
notwithstanding any other provisions of this Article VII, the
indemnification authorized and provided by this Article VII
shall be applicable only to the extent that such
indemnification shall not duplicate indemnity or reimbursement
which such person has received or shall receive otherwise than
under this Article VII.
SECTION 7. Insurance. The corporation may purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article
VII or otherwise.
SECTION 8. Constituent Corporations. For purposes of this
Article VII, references to "the corporation" shall include, in
addition to this corporation, any constituent corporation
(including any constituent of a constituent) absorbed by this
corporation in a consolidation or merger which, if its
separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or
is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the
provisions of this Article VII with respect to the resulting
or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had
continued.
SECTION 9. Definitions. For purposes of this Article VII, the
phrases "other enterprises," "fines," "serving at the request
of the corporation" and "not opposed to the best interests of
the corporation" shall, in addition to the normal meanings of
said phrases, be deemed to include the meanings ascribed to
said phrases in Section 145(i) of the General Corporation Law
of the State of Delaware or any successor provision thereto.
5
<PAGE>
(b) In addition to the foregoing provisions of the Registrant's
By-laws, directors, officers and controlling persons of the Registrant may be
indemnified by the Registrant pursuant to the provisions of Section 145 of the
Delaware General Corporation Law.
(c) The Registrant maintains officers' and directors' liability
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
(Not Applicable)
ITEM 8. EXHIBITS
The following exhibits are included herewith or incorporated herein by
reference as indicated. The number of each exhibit corresponds to the number
assigned to it in Item 601 of Regulation S-K.
Exhibit Description
4(a) Articles four, six, seven and eight of the Registrant's Restated
Certificate of Incorporation (incorporated by reference to Exhibit 3(a)
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993)*
4(b) Article II, Sections 1 through 11; Article III, Sections I and 2;Article
IV, Sections 1 and 2; Article VI, Sections 1 through 6; Article VIII,
Sections 1 through 3; Article IX, Section I of the Registrant's By-laws
(incorporated by reference to Exhibit 3(b) to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993)*
4(c) Cavalier Homes, Inc. Key Employee Stock Incentive Plan (incorporated
by reference to the Key Employee Stock Incentive Plan filed as an
Appendix to the Registrant's definitive Proxy Statement for the Annual
Meeting of Stockholders held May 15, 1996)*
5 Opinion of Berkowitz, Lefkovits, Isom & Kushner, A Professional
Corporation**
23(a) Consent of Deloitte & Touche LLP**
23(b) Consent of Berkowitz, Lefkovits, Isom & Kushner, A Professional
Corporation (included in Exhibit 5)**
* Incorporated herein by reference as indicated.
** Filed herewith.
6
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ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(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 this 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 this Registration
Statement; and
(iii)To include any material information with respect
to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (i) and (ii) above shall not apply if the
information required to be included in a post-effective amendment by such
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this 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 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 this 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 offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of 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.
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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 City of Addison, State of Alabama, on June 20, 1996.
CAVALIER HOMES, INC.
By: s/ Jerry F. Wilson
------------------------
Jerry F. Wilson
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed below by the following
persons, in the capacities and on the dates indicated.
Name Title Date
s/ Barry B. Donnell Chairman of the Board June 20, 1996
- --------------------------- and Director
Barry B. Donnell
s/ Jerry F. Wilson President, Chief Executive June 20, 1996
- --------------------------- Officer and Director
Jerry F. Wilson (Principal executive officer)
s/ David A. Roberson Secretary-Treasurer and Chief June 20, 1996
- --------------------------- Financial Officer
David A. Roberson (Principal financial and
accounting officer)
8
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s/ Thomas A. Broughton, III Director June 20, 1996
- ---------------------------
Thomas A. Broughton, III
s/ John W Lowe Director June 20, 1996
- ---------------------------
John W Lowe
s/ Lee Roy Jordan Director June 20, 1996
- ---------------------------
Lee Roy Jordan
9
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EXHIBIT INDEX
Exhibit Description Page
5 Opinion of Berkowitz, Lefkovits, Isom & Kushner,
A Professional Corporation 11
23(a) Consent of Deloitte & Touche LLP 13
10
EXHIBIT 5
11
<PAGE>
BERKOWITZ, LEFKOVITS, ISOM & KUSHNER
A Professional Corporation
1600 SouthTrust Tower
Birmingham, Alabama 35203
(205) 328-0480
June 20, 1996
Board of Directors
Cavalier Homes, Inc.
Highway 41 North and Cavalier Road
Addison, Alabama 35540
Gentlemen:
We have acted as counsel to Cavalier Homes, Inc., a Delaware corporation (the
"Company"), in connection with the registration by the Company of 600,000 shares
of Common Stock, par value $0.10 per share (the "Common Stock"), pursuant to a
Registration Statement on Form S-8 filed by the Company with the Securities and
Exchange Commission (the "Commission"). This opinion is being delivered to you
pursuant to item 601(b)(5) of Regulation S-K promulgated by the Commission. In
so acting, we have examined the above-referenced Registration Statement,
together with originals or copies of such corporate records, agreements,
documents and other instruments, and of certificates or comparable documents of
public officials and of officers or other representatives of the Company, and we
have made such inquiry of such officers and representatives, as we have deemed
relevant and necessary for the purposes of the opinion set forth herein.
Based upon the foregoing, we are of the opinion that the shares of Common Stock
to be offered and sold pursuant to the Cavalier Homes, Inc. Key Employee Stock
Incentive Plan have been duly authorized and, when issued and paid for, will
constitute validly issued, fully paid and non-assessable shares of Common Stock
of the Company.
We hereby consent to the use of this opinion as an exhibit to the
above-referenced Registration Statement, and to the reference to our firm under
the caption "Legal Matters" in the Prospectus which constitutes a part of such
Registration Statement.
This opinion is being rendered solely for the purpose described above and is not
to be used or relied upon by any other person and, except as provided in the
preceding paragraph, may not be disclosed, quoted, filed with any governmental
agency or otherwise referred to without our written consent.
Very truly yours,
Berkowitz, Lefkovits, Isom & Kushner
12
EXHIBIT 23(a)
13
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cavalier Homes, Inc. on Form S-8 of our report dated March 1, 1996, (March 14,
1996 as to the amendment to the Credit Facility described in Note 5) appearing
in the Annual Report on Form 10-K of Cavalier Homes, Inc. for the year ended
December 31, 1995, and to the reference to us under the heading "Experts" in the
Prospectus, which is a part of this Registration Statement.
Deloitte & Touche LLP
Birmingham, Alabama
June 20, 1996
14
