As filed with the Securities and Exchange Commission on January 15, 1997
Registration No. 33-86232
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
AMENDMENT NO. 1
to
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 No.)
Highway 41 North
and Cavalier Road
Addison, Alabama 35540
(Address of Principal Executive Offices) (Zip Code)
CAVALIER HOMES, INC. 1993 AMENDED AND RESTATED
NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
-------------------
BARRY B. DONNELL
600 First Wichita Building
Wichita Falls, Texas 76301
(Name and address of agent for service)
(817) 723-5523
(Telephone number, including area code, of agent for service)
with a copy to:
JOHN B. GRENIER
Bradley Arant Rose & White LLP
2001 Park Place, Suite 1400
Birmingham, Alabama 35203
(205) 521-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- ---------------------------------------------------- -------------- ------------------- ------------------ ----------------
Title of Proposed Proposed maximum
securities to Amount to be maximum offering aggregate offering Amount of
be registered registered(1) price per share price registration fee
==================================================== ============== =================== ================== ----------------
Common Stock, $0.10 par value 218,750 shares $10.625(2) $2,324,218.75(2) $704.31(2)
==================================================== ============== =================== ================== ----------------
(1) Reflects additional securities being registered for issuance under the plan.
(2) Calculated pursuant to Rule 457(h)(1).
</TABLE>
<PAGE>
This Amendment No. 1 to that certain Registration Statement on Form S-8
(Registration No. 33-86232) of Cavalier Homes, Inc., a Delaware corporation
("Registrant"), filed with the Securities and Exchange Commission (the
"Commission") on November 10, 1994 (the "Registration Statement") with respect
to the Cavalier Homes, Inc. 1993 Amended and Restated Nonemployee Directors
Stock Option Plan (the "Plan"), registers an additional 218,750 shares of common
stock, par value $0.10 per share, of the Registrant (the "Common Stock"),
resulting in an increase in the total number of shares of Common Stock
registered for issuance under the Plan to 500,000 shares, and amends the
Registration Statement with respect to the items set forth below. To the extent
not amended hereby, the contents of the Registration Statement are incorporated
by this reference in this Amendment No. 1 to the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission
(Commission File No. 1-9792) are incorporated herein by reference:
(i) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;
(ii) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 29, 1996, June 28, 1996 and September 27, 1996;
(iii) The Registrant's Current Report on Form 8-K filed with the
Commission on October 30, 1996;
(iv) The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
the Securities Exchange Act of 1934, as amended the ("Exchange Act"), on
December 9, 1987, as amended by the Company's 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; and
(v) The description of the Registrant's Rights Agreement, dated as of
October 23, 1996, filed as an exhibit to the Registrant's Registration Statement
on Form 8-A, as filed with the Commission on October 30, 1996, as amended by the
Registrant's Amendment No. 1 to Form 8-A filed with the Commission on November
12, 1996.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 and to be a part of the Registration Statement
from the date of the 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 the 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 be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 8. Exhibits.
The following Exhibits are filed as a part of the Registration
Statement:
*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 1 and 2;
Article IV, Sections 1 and 2; Article VI, Sections 1 through 6;
Article VIII, Section 1 through 3; Article IX, Section 1 of the
Registrant's By-Laws (incorporated by referenced to Exhibit 3(b)
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993).
*4(c) Rights Agreements, dated as of October 23, 1996, between the
Registrant and ChaseMellon Shareholder Services, L.L.C., Rights
Agent (incorporated by reference to Exhibit 4 to the Registrant's
Registration Statement on Form 8-A filed with the Commission on
October 30, 1996, as amended by the Registrant's Amendment No. 1
to Form 8-A filed wiht the Commission on November 12, 1996).
5 Opinion of Bradley Arant Rose & White LLP as to the legality of
the securities being offered.
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Bradley Arant Rose & White LLP (contained in their
opinion filed as Exhibit 5 to this Registration Statement).
*Incorporated by reference.
<PAGE>
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 January 15, 1997.
CAVALIER HOMES, INC.
By: /s/DAVID A. ROBERSON
David A. Roberson
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.
Signature Title Date
/s/ BARRY B. DONNELL Chairman of the Board January 15, 1997
- --------------------------- and Director
Barry B. Donnell
/s/ DAVID A. ROBERSON President, Chief Executive January 15, 1997
- --------------------------- Officer and Director
David A. Roberson (Principal executive officer)
/s/ MICHAEL R. MURPHY Chief Financial Officer January 15, 1997
- --------------------------- (Principal financial and
Michael R. Murphy accounting officer)
/s/ THOMAS A. BROUGHTON, III Director January 15, 1997
- ---------------------------
Thomas A. Broughton, III
/s/ JOHN W LOWE Director January 15, 1997
- ---------------------------
John W Lowe
/s/ LEE ROY JORDAN Director January 15, 1997
- ---------------------------
Lee Roy Jordan
/s/ GERALD W. MOORE Director January 15, 1997
- ---------------------------
Gerald W. Moore
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
5 ) Opinion of Bradley Arant Rose & White LLP
23(a) ) Consent of Deloitte & Touche L.L.P.
23(b) ) Consent of Bradley Arant Rose & White LLP
(included in Exhibit 5)
<PAGE>
EXHIBIT 5
<PAGE>
BRADLEY ARANT ROSE & WHITE LLP
2001 Park Place, Suite 1400
Birmingham, Alabama 35203
January 15, 1997
Board of Directors
Cavalier Homes, Inc.
Highway 41 North and Cavalier Road
Addison, Alabama 35540
Gentlemen:
In our capacity as counsel for Cavalier Homes, Inc., a
Delaware corporation (the "Company"), we have examined (i) the Registration
Statement on Form S-8 (Registration No. 33-86232) (the "Registration Statement")
concerning the registration by the Company of 150,000 shares of Common Stock,
par value $0.10 per share (the "Common Stock"), in form as filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933, as amended (the "Act"), on November
10, 1994 relating to the Cavalier Homes, Inc. 1993 Amended and Restated
Nonemployee Directors Stock Option Plan (the "Plan"), and (ii) Amendment No. 1
to the Registration Statement ("Amendment No. 1") in form as proposed to be
filed by the Company with the Commission on January 15, 1997, concerning the
registration of an additional 218,750 shares of Common Stock for issuance under
the Plan. This opinion is being delivered to you pursuant to item 601(b)(5) of
Regulation S-K promulgated by the Commission under the Act. In connection with
our delivery of this opinion letter to you, we have also examined originals or
copies of such records, documents, proceedings 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 therein.
Upon the basis of the foregoing, we are of the opinion that
the 218,750 shares of Common Stock referred to above which are the subject of
Amendment No. 1 to the Registration Statement have been duly and validly
authorized and, when sold in accordance with the Plan and the related Stock
Option Agreements entered into in connection therewith, will constitute validly
issued, fully paid and nonassessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion with the
Commission as an Exhibit to the 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,
BRADLEY ARANT ROSE & WHITE LLP
<PAGE>
EXHIBIT 23(a)
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 3386232 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.
Deloitte & Touche LLP
Birmingham, Alabama
January 15, 1997
