AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1998
REGISTRATION NO. 333-____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LUND INTERNATIONAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
41-1568618
(I.R.S. Employer Identification No.)
911 LUND BOULEVARD, ANOKA MN 55303
(Address of Principal Executive Offices) (Zip Code)
LUND INTERNATIONAL HOLDINGS, INC.
1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
WILLIAM J. MCMAHON, PRESIDENT, LUND INTERNATIONAL HOLDINGS, INC.
911 LUND BOULEVARD, ANOKA, MN 55303
(Name and Address of Agent for Service)
(612) 576-4200
Telephone Number, Including Area Code, of Agent For Service
Copies to:
MARK S. WEITZ, ESQ.
JEFFREY L. COTTER, ESQ.
LEONARD, STREET AND DEINARD PROFESSIONAL ASSOCIATION
150 SOUTH FIFTH STREET
SUITE 2300
MINNEAPOLIS, MN 55402
(612) 335-1500
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities To Be Registered To Be Price Per Offering Registration
Registered Share(1) Price(1) Fee(1)
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<S> <C> <C> <C> <C>
Common Stock, $.10 par value per share, issuable under
the Lund International Holdings, Inc. 1992 Non-Employee 60,000 $12.00 $720,000.00 $2,441.00
Director Stock Option Plan
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the last reported sale for such
stock on February 11, 1998, as reported by the Nasdaq National Market
System.
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is being filed by Lund International
Holdings, Inc. (the "Registrant") pursuant to General Instruction E to the
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
to register an additional 60,000 shares of the Registrant's common stock, $.10
par value per share ("Common Stock"), which will be issued pursuant to the
Registrant's 1992 Non-Employee Director Stock Option Plan (the "Plan"). A total
of 40,000 shares of Common Stock issuable under the Plan have been previously
registered pursuant to the Registrant's Registration Statement on Form S-8 filed
with the U.S. Securities and Exchange Commission on November 8, 1995
(Registration No. 33-64083), and the information contained therein is
incorporated hereby by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated herein by reference.
All documents subsequently filed by Lund International Holdings, Inc. (the
"Registrant") pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
shares of the Registrant's common stock, $.10 par value per share ("Common
Stock"), offered pursuant to this Registration Statement have been sold or which
deregisters all shares of Common Stock then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents:
(a) The Registrant's Definitive Schedule 14A (Proxy
Statement) filed with the Securities and Exchange
Commission (the "Commission") on September 29, 1997
(Commission File No. 0-16319), relating to the
Company's Annual Meeting of Shareholders held on
November 13, 1997;
(b) The Registrant's Annual Report to Shareholders filed
with the Commission on September 30, 1997, relating to
the Company's Annual Meeting of Shareholders held on
November 13, 1997;
(c) The Registrant's Annual Report on Form 10-K
(Commission File No. 0-16319) for the year ended June
30, 1997, filed with the Commission on September 29,
1997;
(d) The Registrant's Report on Form 10-Q (Commission File
No. 0-16319) for the fiscal quarter ended September
30, 1997, filed with the Commission on October 30,
1997;
(e) The Registration's Current Reports on Form 8-K
(Commission File No. 0-16319), filed with the
Commission on September 19, 1997, December 3, 1997 and
January 14, 1998; and
(f) The description of the Common Stock contained in the
Registrant's Registration Statement filed on Form S-4
(Registration No. 33-16685), filed with the Commission
on August 21, 1987, and as amended by Amendment Nos. 1
and 2, which were filed with the Commission on
September 25, 1987, and October 7, 1987, respectively.
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ITEM 8. EXHIBITS.
5.1 Opinion of Leonard, Street and Deinard, Professional
Association
23.1 Consent of Leonard, Street and Deinard, Professional
Association (included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included on the signature page of
this Registration Statement)
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 Anoka, State of Minnesota on this 12th day of
February, 1998.
LUND INTERNATIONAL HOLDINGS, INC.
By /s/ William J. McMahon
William J. McMahon
Chief Executive Officer and
President (Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William J. McMahon his true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or 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, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite or 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 attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ William J. McMahon February 12, 1998
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William J. McMahon Chief Executive Officer, President and
Director (Principal Executive Officer)
/s/ Jay M. Allsup February 12, 1998
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Jay M. Allsup Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ David E. Dovenberg February 12, 1998
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David E. Dovenberg Director
/s/ Ira D. Kleinman February 12, 1998
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Ira D. Kleinman Director
/s/ Robert R. Schoeberl February 12, 1998
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Robert R. Schoeberl Director
/s/Dennis W.Vollmershausen February 12, 1998
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Dennis W. Vollmershausen Director
/s/ Harvey J. Wertheim February 12, 1998
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Harvey J. Wertheim Director
/s/ Lawrence C. Day
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Lawrence C. Day Director February 12, 1998
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EXHIBIT INDEX TO FORM S-8
Exhibit Number Description
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5.1 Opinion of Leonard, Street and Deinard, Professional
Association
23.1 Consent of Leonard, Street and Deinard, Professional
Association (included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
EXHIBIT 5.1
Leonard, Street and Deinard, Professional Association
150 South Fifth Street
Suite 2300
Minneapolis, Minnesota 55402
February 12, 1998 Mark S. Weitz
(612) 335-1517
[email protected]
Lund International Holdings, Inc.
911 Lund Boulevard
Anoka, Minnesota 55303
RE: REGISTRATION STATEMENT ON FORM S-8
1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Gentlemen and Mesdames:
In connection with the proposed issuance of an additional 60,000 shares of
common stock, $.10 par value per share (the "Shares"), of Lund International
Holdings, Inc. (the "Company") to be issued pursuant to the Company's 1992
Non-Employee Director Stock Option Plan (the "Plan") to be registered under the
Securities Act of 1933, as amended, on Form S-8 (the "Registration Statement"),
we have examined such documents and have reviewed such questions of law as we
have considered necessary and appropriate for the purposes of this opinion and,
based thereon, we advise you that, in our opinion the Shares have been duly
authorized by the Company and when duly executed and authenticated, paid for and
delivered in accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LEONARD, STREET AND DEINARD
/s/ Mark S. Weitz
Mark S. Weitz
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Lund International Holdings, Inc. on Form S-8 of our reports dated August 18,
1997, except for Note 11 as to which the date is September 9, 1997, on our
audits of the consolidated financial statements and financial statement schedule
of Lund International Holdings, Inc. as of June 30, 1997 and 1996, and for the
years then ended, which reports are included in or incorporated by reference in
the Company's Annual Report on Form 10-K for the year ended June 30, 1997.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
February 12, 1998
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
To Board of Directors
Lund International Holdings, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Lund International Holdings, Inc. of our report dated August 11, 1995,
relating to the consolidated statements of earnings, changes in stockholders'
equity and cash flows of Lund International Holdings, Inc. and subsidiaries for
the year ended June 30, 1995 and related financial statement schedule as of June
30, 1995 and for the year then ended, which report appears in the June 30, 1997
annual report on Form 10-K of Lund International Holdings, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
February 11, 1998
