As filed with the Securities and Exchange Commission on August 28, 1998
Registration No. 333-
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHAMPION ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2743168
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2701 University Drive, Suite 320, Auburn Hills, Michigan 48326
(Address of principal executive offices) (zip code)
1995 Stock Option and Incentive Plan
(Full title of the Plan)
John J. Collins, Jr., Esq.
Vice President-Secretary and General Counsel
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, Michigan 48326
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (248)340-9090
Copies to:
D. Richard McDonald
Dykema Gossett PLLC
1577 North Woodward Avenue, Suite 300
Bloomfield Hills, Michigan 48304
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Aggregate Registration
to be Registered Registered Price per Share* Offering Price* Fee
Common Stock, 3,350,000 $26.375 $88,356,250 $26,066
$1.00 par value
</TABLE>
- ----------------------------------------------------------------------------
* Estimated solely for purposes of computing the Registration Fee, at
$26.375 per share, the average price for shares of the Common Stock on
August 27, 1998, as reported on the New York Stock Exchange, pursuant to
Rule 457(h).
- ----------------------------------------------------------------------------
<PAGE>
<PAGE>
The contents of the Form S-8 Registration Statement, registration no.
33-58973, previously filed by Champion Enterprises, Inc. are incorporated
herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement:
Exhibit
Number Description
5 Opinion of Dykema Gossett PLLC with respect to the legality of the
Common Stock to be registered hereunder.
23.A Consent of PricewaterhouseCoopers LLP
23.B Consent of Ernst & Young LLP
23.C Consent of Dykema Gossett PLLC (contained in Exhibit 5)
24 Power of Attorney (see "Signatures")
<PAGE>
<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 Auburn Hills, State of Michigan on
August 28, 1998.
CHAMPION ENTERPRISES, INC.
By: /s/ WALTER R. YOUNG, JR.
Walter R. Young, Jr.
Chairman of the Board of Directors,
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby constitutes
and appoints Walter R. Young, Jr., Joseph H. Stegmayer and John J. Collins,
Jr. and each of them acting alone, 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 any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, under the Securities Act of 1933.
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 August 28, 1998.
Title
/s/ WALTER R. YOUNG, JR.
Walter R. Young, Jr. Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
/s/ JOSEPH H. STEGMAYER
Joseph H. Stegmayer President, Retail Operations
and Chief Financial Officer
(Principal Financial Officer)
/s/ RICHARD HEVELHORST
Richard Hevelhorst Controller
(Principal Accounting Officer)
/s/ ROBERT W. ANESTIS
Robert W. Anestis Director
/s/ SELWYN ISAKOW
Selwyn Isakow Director
/s/ GEORGE R. MRKONIC
George R. Mrkonic Director
/s/ JOHNSON S. SAVARY
Johnson S. Savary Director
/s/ ROBERT W. STARK
Robert W. Stark Director
/s/ CARL L. VALDISERRI
Carl L. Valdiserri Director
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibits
5 Opinion of Dykema Gossett PLLC with respect to the legality of the
Common Stock to be registered hereunder.
23.A Consent of PricewaterhouseCoopers LLP
23.B Consent of Ernst & Young LLP
23.C Consent of Dykema Gossett PLLC (contained in Exhibit 5)
24 Power of Attorney (see "Signatures")
August 28, 1998
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, MI 48326
Ladies and Gentlemen:
We have served as counsel to Champion Enterprises, Inc. (the "Company") in
connection with the preparation of the Registration Statement (Form S-8) to be
filed by the Company on August 28, 1998, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, representing the
issuance in the manner described in the Registration Statement of 3,350,000
shares of the Company's Common Stock, par value $1.00 per share (the "Common
Stock"), pursuant to the 1995 Stock Option and Incentive Plan.
We have examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below.
Based upon such examination and our participation in the preparation of
the Registration Statement, it is our opinion that (1) the Company is duly
incorporated and validly existing as a corporation in good standing under the
laws of Michigan and (2) the Common Stock, when issued in the manner
described in the Registration Statement, will be validly issued, fully paid
and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
DYKEMA GOSSETT PLLC
/S/ D. RICHARD MCDONALD
D. Richard McDonald
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 6, 1998, appearing on page
F-2 of Champion Enterprises, Inc. Annual Report on Form 10-K for the year
ended January 3, 1998.
PRICEWATERHOUSECOOPERS LLP
/s/ PRICEWATERHOUSECOOPERS LLP
Bloomfield Hills, Michigan
August 26, 1998
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1995 Stock Option and Incentive Plan of
Champion Enterprises, Inc. for the registration of 3,350,000 shares of
its common stock, of our report dated May 17, 1996, with respect to the
consolidated financial statements of Redman Industries, Inc. for the year
ended March 29, 1996, included in Champion Enterprises, Inc.'s Annual Report
(Form 10-K) for the year ended January 3, 1998, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
/s/ ERNST & YOUNG LLP
Dallas, Texas
August 26, 1998
