U.S. 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 No.)
Highway 41 North and Cavalier Road
Addison, Alabama 35540
(Address of Principal Executive Offices) (Zip Code)
STOCK OPTION PLAN FOR CONVERSION OF
BELMONT HOMES, INC. STOCK OPTIONS
(Full title of the plan)
----------------------------
DAVID A. ROBERSON
Highway 41 North and Cavalier Road
Addison, Alabama 35540
(Name and address of agent for service)
(205) 747-0044
(Telephone number, including area code, of agent for service)
with a copy to:
JOHN B. GRENIER, ESQ.
Bradley Arant Rose & White LLP
2001 Park Place
Suite 1400
Birmingham, Alabama 35203
(205) 521-8000
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed maximum Amount of
Title of securities to Amount to be maximum offering aggregate offering registration
be registered registered price per share price fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share (including attendant 270,000 shares $15.08(1) $3,384,030(2) $998.29
Rights to Purchase Series A Junior Participating
Preferred Stock): Stock Option Plan for Conversion 270,000 rights
of Belmont Homes, Inc. Stock Options
</TABLE>
============================================================================
(1) Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended (the "Securities Act"), and sets forth the highest offering price
produced for any participant, based upon an original option price of $12.06 for
shares of common stock of Belmont Homes, Inc. divided by 0.80, the conversion
ratio specified in the Merger Agreement pursuant to which the stock options were
converted.
(2) Calculated pursuant to Rule 457(h)(1) under the Securities Act,
and is computed based upon the number of shares that may be purchased at each of
four different exercise prices.
1
<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 I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Cavalier Homes, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996 (including the portions of the Company's Proxy Statement for its
Annual Meeting of Stockholders held May 14, 1997 that are incorporated by
reference therein) (File No. 1-9792).
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended March
28, 1997, June 27, 1997 and September 26, 1997 (File No. 1-9792).
(3) The Company's Current Reports on Form 8-K dated August 20, 1997, December
11, 1997 and January 15, 1998 (File No. 1-9792).
(4) The description of the Company's Shares 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 Company's Form 8-A
dated December 16, 1987, and as updated (A) in the Registration Statement
on Form S-3, effective June 23, 1993 (File No. 1-9792), to reflect the
increase of the number of shares of authorized common stock from 5,000,000
shares to 15,000,000 shares, (B) by the Registration Statement on Form 8-A
filed with the Commission under the Exchange Act on December 2, 1994 (File
No. 1-9792), reflecting the listing of the Common Stock on the NYSE, and
(C) under the caption "Proposed Amendment to Certificate of Incorporation"
in the Company's Proxy Statement dated March 25, 1997 (File No. 1-9792) to
reflect the increase of the number of shares of authorized common stock
from 15,000,000 to 50,000,000.
(5) The description of the Preferred Stock Purchase Rights contained in the
Company's Registration Statement on Form 8-A filed with the Commission
under the Exchange Act on October 29, 1996 (File No. 1-9792), and as
amended by the Company's Form 8-A filed on November 11, 1996 (File No. 1-
9792).
All documents subsequently filed by the Company 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.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
The Amended and Restated By-laws of Registrant provide that Registrant will
indemnify its directors and officers in actions, suits or proceedings
(other than derivative actions) against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such director or officer if such director or officer
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of Registrant and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The By-laws give the Registrant the power in its
discretion to indemnify any employee or agent of the Registrant in the same
manner as the Registrant is required to indemnify its officers and
directors pursuant to the foregoing sentence. The By-laws provide that the
Registrant shall indemnify any director or officer of the Registrant who is
a party to any derivative action on behalf of the Registrant against
expenses (including attorneys' fees) actually and reasonably incurred by
such director or officer if such director or officer acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of Registrant, and except that no indemnification shall be made in
respect of any claim as to which such person shall have been judged to be
liable to Registrant 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 that such person is fairly and reasonably entitled to indemnity.
The By-laws give the Registrant the power in its discretion to indemnify
any employee or agent of Registrant in the same manner as the Registrant is
required to indemnify its officers and directors pursuant to the foregoing
sentence. The By-laws further provide that the Registrant may purchase and
maintain insurance on behalf of its respective directors, officers,
employees or agents.
Section 145 of the Delaware General Corporation Law contains provisions
governing the indemnification of directors and officers by Delaware
corporations. The statute provides that a corporation has the power to
indemnify a person who was or is a party or is threatened to be made a
party to a 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 is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
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 or her in connection
with the action, suit or proceeding, if the person 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, and, with respect to a criminal action
or proceeding, if the person had no reasonable cause to believe his or her
conduct was unlawful. The termination of an action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, does 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 and, with respect to a criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
Indemnification of expenses (including attorneys' fees) and amounts paid in
settlement is permitted in derivative actions, except that indemnification
is not allowed for any claim, issue or matter in which such person has been
found liable to the corporation unless and to the extent that the Delaware
Court of Chancery or the court in which such action was brought decides
indemnification is proper. To the extent that any such person has been
successful on the merits or otherwise in defense of an action, suit or
proceeding, or in defense of a claim, issue or matter in the action, suit
or proceeding, he or she shall be indemnified against actual and reasonable
expenses (including attorneys' fees) incurred by him or her in connection
with the action, suit or proceeding, and any action, suit or proceeding
brought to enforce the mandatory indemnification provided under the
Delaware General Corporation Law.
A determination that the person to be indemnified meets the applicable
standard of conduct and an evaluation of the reasonableness of the expenses
incurred and amounts paid in settlement must be made by a majority vote of
a quorum of the board of directors who are not parties or threatened to be
made parties to the action, suit or proceeding, even though less than a
quorum, or by a committee of such directors designated by majority vote of
such directors, even though less than a quorum, or if there are no such
directors, or such directors so direct, by independent legal counsel in a
written opinion, or by the stockholders.
Under the Delaware General Corporation Law, a corporation may pay or
reimburse the reasonable expenses incurred by a director or officer who is
a party or threatened to be made a party to an action, suit or proceeding
in advance of final disposition of the proceeding if the person furnishes
the corporation a written undertaking to repay the advance if it is
ultimately determined that he or she was not entitled to be indemnified.
II-2
<PAGE>
The indemnification provisions of the Delaware General Corporation Law are
not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote
of stockholders or disinterested directors or otherwise. The
indemnification provided for under the Delaware General Corporation Law
continues as to a person who ceases to be a director or officer.
The Registrant's Amended and Restated Certificate of Incorporation, as
amended, provides that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, as the same exists or
may be hereafter amended, or (iv) for any transaction from which the
director derived an improper personal benefit.
The Delaware General Corporation Law permits the Registrant to purchase
insurance on behalf of its directors and officers against liabilities
arising out of their positions with the Registrant, whether or not such
liabilities would be within the above indemnification provisions. Pursuant
to this authority and as authorized by its By-laws, the Registrant
maintains such insurance on behalf of its directors and officers.
Item 8. Exhibits.
*4(a)The Certificate of Designation of Series A Junior Participating Preferred
Stock of Cavalier Homes, Inc. as filed with the Office of the Delaware
Secretary of State on October 24, 1996 and filed as Exhibit A to Exhibit 4
to Cavalier Homes, Inc.'s Registration Statement on Form 8-A filed on
October 30, 1996.
*4(b)Rights Agreement between Cavalier Homes, Inc. and ChaseMellon Shareholder
Services, LLC, filed as Exhibit 4 to Cavalier Homes, Inc.'s Current Report
on Form 8-K dated October 30, 1996.
*4(c)Articles four, six, seven, eight and nine of Cavalier Homes, Inc.'s Amended
and Restated Certificate of Incorporation, as amended, filed as Exhibit
3(a) to Cavalier Homes, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1993, and the amendment thereto, filed as Exhibit 3(b)
to Cavalier Homes, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended June 27, 1997.
*4(d)Article II, Sections 2.1 through 2.18; Article III, Sections 3.1 and 3.2;
Article IV, Sections 4.1 and 4.3; Article VI, Sections 6.1 through 6.5;
Article VIII, Sections 8.1 and 8.2; and Article IX of the Company's Amended
and Restated By-laws, included in the Amended and Restated By-laws of
Cavalier Homes, Inc. filed as Exhibit 3(d) to Cavalier Homes, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended June 27, 1997.
5 Opinion of Bradley Arant Rose & White LLP as to the legality of the
securities being registered.
23(a)Consent of Bradley Arant Rose & White LLP (included in Exhibit 5).
23(b)Consent of Deloitte & Touche LLP.
24 Powers of Attorney.
* Incorporated by reference.
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
II-3
<PAGE>
(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 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.
(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 securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-4
<PAGE>
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-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
this 30th day of January, 1998.
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, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ David A. Roberson Director and January 30, 1998
David A. Roberson Principal Executive Officer
/s/ Michael R. Murphy Director and January 30, 1998
Michael R. Murphy Principal Financial
and Accounting Officer
/s/ Barry B. Donnell Chairman of the Board January 30, 1998
Barry B. Donnell and Director
/s/ Thomas A. Broughton, III Director January 30, 1998
Thomas A. Broughton, III
/s/ John W Lowe Director January 30, 1998
John W Lowe
/s/ Lee Roy Jordan Director January 30, 1998
Lee Roy Jordan
/s/ Gerald W. Moore Director January 30, 1998
Gerald W. Moore
Director
A. Douglas Jumper, Sr.
Director
Mike Kennedy
II-5
<PAGE>
INDEX TO EXHIBITS
*4(a)The Certificate of Designation of Series A Junior Participating
Preferred Stock of Cavalier Homes, Inc. as filed with the Office of
the Delaware Secretary of State on October 24, 1996 and filed as
Exhibit A to Exhibit 4 to Cavalier Homes, Inc.'s Registration
Statement on Form 8-A filed on October 30, 1996.
*4(b)Rights Agreement between Cavalier Homes, Inc. and ChaseMellon
Shareholder Services, LLC, filed as Exhibit 4 to Cavalier Homes,
Inc.'s Current Report on Form 8-K dated October 30, 1996.
*4(c)Articles four, six, seven, eight and nine of Cavalier Homes, Inc.'s
Amended and Restated Certificate of Incorporation, as amended, filed
as Exhibit 3(a) to Cavalier Homes, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1993, and the amendment thereto, filed
as Exhibit 3(b) to Cavalier Homes, Inc.'s Quarterly Report on Form
10-Q for the quarter ended June 27, 1997.
*4(d)Article II, Sections 2.1 through 2.18; Article III, Sections 3.1 and
3.2; Article IV, Sections 4.1 and 4.3; Article VI, Sections 6.1
through 6.5; Article VIII, Sections 8.1 and 8.2; and Article IX of the
Company's Amended and Restated By-laws, included in the Amended and
Restated By-laws of Cavalier Homes, Inc. filed as Exhibit 3(d) to
Cavalier Homes, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended June 27, 1997.
5 Opinion of Bradley Arant Rose & White LLP as to the legality of the
securities being registered.
23(a) Consent of Bradley Arant Rose & White LLP (included in Exhibit 5).
23(b) Consent of Deloitte & Touche LLP.
24 Powers of Attorney.
* Incorporated by reference.
II-6
<PAGE>
EXHIBIT 5
January 30, 1998
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 the Registration Statement on Form S-8 (the
"Registration Statement"), in form as proposed to be filed by the Company with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, relating to the proposed offering of up to 270,000
shares of common stock, par value $0.10 per share (the "Common Stock"), of the
Company and 270,000 rights to purchase Common Stock (the "Rights") pursuant to
the assumption of options granted pursuant to the Belmont 1994 Non-Qualified
Stock Option Plan for Non-Employee Directors (the "Non- Qualified Plan") and the
Belmont 1994 Incentive Stock Plan (the "Incentive Plan" and, together with the
Non-Qualified Plan, the "Original Plans") in connection with the acquisition of
Belmont Homes, Inc., a Mississippi corporation, by the Company. In this
connection, we have examined such records, documents and proceedings as we have
deemed relevant and necessary as a basis for the opinions expressed herein.
Upon the basis of the foregoing, we are of the opinion that the shares of
the Common Stock of the Company and the Rights referred to above to be offered
under the Registration Statement have been duly authorized and, when issued and
paid for, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the above-referenced Registration
Statement.
Very truly yours,
/s/ BRADLEY ARANT ROSE & WHITE LLP
<PAGE>
EXHIBIT 23(b)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement
of Cavalier Homes, Inc. on Form S-8 of our report dated February 29, 1997,
appearing in the Annual Report on Form 10-K of Cavalier Homes, Inc. for the
year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Birmingham, Alabama
January 29, 1998
<PAGE>
EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF WINSTON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director whose
signature appears below hereby constitutes and appoints David A. Roberson and
Michael R. Murphy, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement of Cavalier Homes, Inc. on Form S-8 relating to the Stock Option Plan
for Conversion of Belmont Homes, Inc. Stock Options, and a registration
statement of Cavalier Homes, Inc. on Form S-3 relating to the warrant issued to
The Suddath Companies, including all amendments to such registration statements,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and with any
state securities commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Dated as of this 30th day of January, 1998.
/s/ David A. Roberson
David A. Roberson
<PAGE>
STATE OF ALABAMA )
COUNTY OF WINSTON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director whose
signature appears below hereby constitutes and appoints David A. Roberson and
Michael R. Murphy, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement of Cavalier Homes, Inc. on Form S-8 relating to the Stock Option Plan
for Conversion of Belmont Homes, Inc. Stock Options, and a registration
statement of Cavalier Homes, Inc. on Form S-3 relating to the warrant issued to
The Suddath Companies, including all amendments to such registration statements,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and with any
state securities commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Dated as of this 30th day of January, 1998.
/s/ Michael R. Murphy
Michael R. Murphy
<PAGE>
STATE OF TEXAS )
COUNTY OF WICHITA )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director whose
signature appears below hereby constitutes and appoints David A. Roberson and
Michael R. Murphy, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement of Cavalier Homes, Inc. on Form S-8 relating to the Stock Option Plan
for Conversion of Belmont Homes, Inc. Stock Options, and a registration
statement of Cavalier Homes, Inc. on Form S-3 relating to the warrant issued to
The Suddath Companies, including all amendments to such registration statements,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and with any
state securities commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Dated as of this 30th day of January, 1998.
/s/ Barry B. Donnell
Barry B. Donnell
<PAGE>
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director whose
signature appears below hereby constitutes and appoints David A. Roberson and
Michael R. Murphy, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement of Cavalier Homes, Inc. on Form S-8 relating to the Stock Option Plan
for Conversion of Belmont Homes, Inc. Stock Options, and a registration
statement of Cavalier Homes, Inc. on Form S-3 relating to the warrant issued to
The Suddath Companies, including all amendments to such registration statements,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and with any
state securities commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Dated as of this 30th day of January, 1998.
/s/ Thomas A. Broughton, III
Thomas A. Broughton, III
<PAGE>
STATE OF ALABAMA )
COUNTY OF WINSTON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director whose
signature appears below hereby constitutes and appoints David A. Roberson and
Michael R. Murphy, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement of Cavalier Homes, Inc. on Form S-8 relating to the Stock Option Plan
for Conversion of Belmont Homes, Inc. Stock Options, and a registration
statement of Cavalier Homes, Inc. on Form S-3 relating to the warrant issued to
The Suddath Companies, including all amendments to such registration statements,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and with any
state securities commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Dated as of this 30th day of January, 1998.
/s/ John W Lowe
John W Lowe
<PAGE>
STATE OF TEXAS )
COUNTY OF DALLAS )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director whose
signature appears below hereby constitutes and appoints David A. Roberson and
Michael R. Murphy, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement of Cavalier Homes, Inc. on Form S-8 relating to the Stock Option Plan
for Conversion of Belmont Homes, Inc. Stock Options, and a registration
statement of Cavalier Homes, Inc. on Form S-3 relating to the warrant issued to
The Suddath Companies, including all amendments to such registration statements,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and with any
state securities commission, granting unto said attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Dated as of this 30th day of January, 1998.
/s/ Lee Roy Jordan
Lee Roy Jordan
<PAGE>
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director whose
signature appears below hereby constitutes and appoints David A. Roberson
and Michael R. Murphy, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a registration statement of Cavalier Homes, Inc. on
Form S-8 relating to the Stock Option Plan for Conversion of Belmont Homes,
Inc. Stock Options, and a registration statement of Cavalier Homes, Inc. on
Form S-3 relating to the warrant issued to The Suddath Companies, including
all amendments to such registration statements, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and with any state securities
commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Dated as of this 30th day of January, 1998.
/s/ Gerald W. Moore
Gerald W. Moore
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