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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)
1995 Stock Option and Incentive 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, 1,750,000 $2.53 $4,427,500 $1,106.88
$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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The contents of the Form S-8 Registration Statements, registration nos.
33-58973 and 333-62427, previously filed by Champion Enterprises, Inc. (the
"Registrant") are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
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4.1 Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed as Exhibit 10.1 to the
Registrant's Registration Statement on Form S-8 dated May 1, 1995 and incorporated herein by
reference.
4.2 First Amendment to the Champion Enterprises, Inc., 1995 Stock Option and Incentive Plan, filed
as Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995 and incorporated herein by reference.
4.3 Second Amendment to the Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed
as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
January 2, 1999 and incorporated herein by reference.
4.4 Third Amendment to the Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed
as Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
January 2, 1999 and incorporated herein by reference.
4.5 Fourth Amendment to the Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed
as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended April
3, 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/ ELLEN R. LEVINE Director
------------------------------------------------------
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
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4.1 Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed as Exhibit 10.1 to the
Registrant's Registration Statement on Form S-8 dated May 1, 1995 and incorporated herein by
reference.
4.2 First Amendment to the Champion Enterprises, Inc., 1995 Stock Option and Incentive Plan, filed
as Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995 and incorporated herein by reference.
4.3 Second Amendment to the Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed
as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
January 2, 1999 and incorporated herein by reference.
4.4 Third Amendment to the Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed
as Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
January 2, 1999 and incorporated herein by reference.
4.5 Fourth Amendment to the Champion Enterprises, Inc. 1995 Stock Option and Incentive Plan, filed
as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended April
3, 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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