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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 Court, Suite 300, Auburn Hills, Michigan 48326
(Address of Principal Executive Offices) (Zip Code)
2000 Stock Compensation Plan for Nonemployee Directors
(Full Title of the Plan)
John J. Collins, Jr., Esq.
Senior Vice President, General Counsel and Secretary
Champion Enterprises, Inc.
2701 Cambridge Court, 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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Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 128,901* * * *
$1.00 par value
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Common Stock, 1,200,000 $2.53** $3,036,000** $759.00 **
$1.00 par value
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</TABLE>
*Represents shares previously registered on Form S-8 for the 1995 Stock Retainer
Plan for Nonemployee Directors (File No. 33-58973) and the 1991 Stock Plan for
Directors (File No. 33-41957), which plans have been replaced by the 2000 Stock
Compensation Plan for Nonemployee Directors. The total filing fee associated
with registration of these shares was $646.07.
**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
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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.
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 with this Registration Statement:
4.1 2000 Stock Compensation Plan for Nonemployee Directors
4.2 First Amendment to the 2000 Stock Compensation Plan for
Nonemployee Directors
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")
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes 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; (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 (1)(i) and (1)(ii) do
not apply if this registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
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) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each
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) The undersigned registrant hereby undertakes 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.
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(4) The undersigned registrant hereby undertakes that, for the purpose
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) or 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.
(5) 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 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.
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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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<CAPTION>
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
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Robert W. Anestis
/s/ SELWYN ISAKOW Director
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Selwyn Isakow
/s/ ELLEN R. LEVINE Director
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Ellen R. Levine
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/s/ BRIAN D. JELLISON Director
----------------------------------
Brian D. Jellison
/s/ GEORGE R. MRKONIC Director
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George R. Mrkonic
/s/ CARL L. VALDISERRI Director
----------------------------------
Carl L. Valdiserri
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INDEX TO EXHIBITS
Exhibit
Number Description
4.1 2000 Stock Compensation Plan for Nonemployee Directors
4.2 First Amendment to the 2000 Stock Compensation Plan for Nonemployee
Directors
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")
