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As filed with the Securities and Exchange Commission on December 28, 2000
Registration No. 333-
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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 Cambridge Ct., Suite 300, Auburn Hills, Michigan 48326
(Address of Principal Executive Offices) (Zip Code)
1993 Management Stock Option Plan
(formerly 1993 Middle Management Stock Option Plan)
(Full Title of the Plan)
John J. Collins, Jr., Esq.
Senior Vice President, General Counsel and Secretary
Champion Enterprises, Inc.
2701 Cambridge Ct., Suite 300
Auburn Hills, Michigan 48326
(Name and Address of Agent for Service)
Telephone Number, Including Area Code, of Agent for Service: (248) 340-9090
Copy to:
D. Richard McDonald
Dykema Gossett PLLC
39577 Woodward Avenue, Suite 300
Bloomfield Hills, Michigan 48304
CALCULATION OF REGISTRATION FEE
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====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share* Price* Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 1,800,000 $2.53 $4,554,000 $1,138.50
$1.00 par value
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*Estimated solely for purposes of computing the Registration Fee, at $2.53 per
share, the average price for shares of the Common Stock on December 21, 2000, as
reported on the New York Stock Exchange, pursuant to Rule 457(h).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Champion Enterprises, Inc. ("the
Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended January 1, 2000.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended April 1, 2000, July 1, 2000 and September 30, 2000.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Annual Report on Form 10-K referred
to in Paragraph (a) above.
(d) The description of the Common Stock of the Company contained
in the Registration Statement on Form 8-A, No. 1-9751 filed
under the Securities Exchange Act of 1934.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Registration Statement and prior to the
termination of the offering of the Common Stock covered by this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the respective date of filing of each such document.
Item 4. Description of Securities.
The description of securities being offered is set forth in Item 3(d).
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Michigan Business Corporation Act
The Company is organized under the Michigan Business Corporation Act
(the "Michigan Act") which, in general, empowers Michigan corporations 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 and whether formal or informal, other
than an action by or in the right of the corporation, by reason of the fact that
such person 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 enterprise, against expenses,
including attorney's fees, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred in connection therewith if the
person acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders 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 Michigan Act also empowers Michigan corporations to provide similar
indemnity to such a person for expenses, including attorney's fees, and amounts
paid in settlement actually and reasonably incurred by the person in connection
with actions or suits by or in the right of the corporation if the person acted
in good faith and in a manner the person reasonably believed to be in or not
opposed to the interests of the corporation or its shareholders, except in
respect of any claim, issue or matter in which the person has been found liable
to the corporation, unless the court determines that the person is fairly and
reasonably entitled to indemnification in view of all relevant circumstances,
in which case indemnification is limited to reasonable expenses incurred.
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The Michigan Act also permits a Michigan corporation to purchase and
maintain on behalf of such a person insurance against liabilities incurred in
such capacities. The Company has obtained a policy of directors' and officers'
liability insurance.
Bylaws of the Registrant
The Company's Bylaws generally require the Registrant to indemnify
officers and directors to the fullest extent legally possible under the Michigan
Act and provide that similar indemnification may be afforded employees and
agents.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
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4.1 Champion Enterprises, Inc. 1993 Management Stock Option Plan filed as Exhibit 10.6 to the
Registrant's Registration Statement on Form 10-K for the fiscal year ended January 2, 1999 and
incorporated herein by reference.
5 Opinion of Dykema Gossett PLLC with respect to the legality of the Common Stock to be
registered hereunder.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5)
24 Power of Attorney (see "Signatures")
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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 December 28, 2000.
CHAMPION ENTERPRISES, INC.
By: /s/ WALTER R. YOUNG
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Walter R. Young
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 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 December 28, 2000.
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Title
<S> <C>
/s/ WALTER R. YOUNG Chairman of the Board of Directors, President and Chief
-------------------------------------------------- Executive Officer (Principal Executive Officer)
Walter R. Young
/s/ ANTHONY S. CLEBERG Executive Vice President and Chief Financial Officer
-------------------------------------------------- (Principal Financial Officer)
Anthony S. Cleberg
/s/ RICHARD HEVELHORST Vice President and Controller
-------------------------------------------------- (Principal Accounting Officer)
Richard Hevelhorst
/s/ ROBERT W. ANESTIS Director
--------------------------------------------------
Robert W. Anestis
/s/ SELWYN ISAKOW Director
--------------------------------------------------
Selwyn Isakow
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<S> <C>
/s/ ELLEN R. LEVINE Director
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Ellen R. Levine
/s/ BRIAN D. JELLISON Director
--------------------------------------------------
Brian D. Jellison
/s/ GEORGE R. MRKONIC Director
--------------------------------------------------
George R. Mrkonic
/s/ CARL L. VALDISERRI Director
--------------------------------------------------
Carl L. Valdiserri
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INDEX TO EXHIBITS
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Exhibit
Number Description
<S> <C>
4.1 Champion Enterprises, Inc. 1993 Management Stock Option Plan filed as Exhibit 10.6 to the
Registrant's Registration Statement on Form 10-K for the fiscal year ended January 2, 1999 and
incorporated herein by reference.
5 Opinion of Dykema Gossett PLLC with respect to the legality of the Common Stock to be
registered hereunder.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5)
24 Power of Attorney (see "Signatures")
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