<PAGE>
As filed with the Securities & Exchange Commission on July 18, 1997
Registration No. 33-
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
---------------
THE ROTTLUND COMPANY, INC.
(Exact name of issuer as specified in its charter)
Minnesota 41-1228259
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
-------------
2681 LONG LAKE ROAD
MINNEAPOLIS, MINNESOTA 55113
(612) 638-0500
(Address and telephone number of principal executive offices)
-------------------------
1992 STOCK OPTION PLAN
(Full title of the Plan)
David H. Rotter
Chief Executive Officer
2681 Long Lake Road
Minneapolis, Minnesota 55113
(Name and address of agent for service)
(612) 638-0500
(Telephone number, including area code, of agent for service)
----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share (1) price (1) fee (1)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 400,000 $4.50 $1,800,000 $621.00
$.10 par value
</TABLE>
- -----------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of Regulation C as of the close of the
market on July 14, 1997.
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended ("1934 Act"), and, in accordance therewith,
files reports and other information with the Securities and Exchange
Commission ("Commission"). As this Registration Statement relates to the
registration of additional securities under a previously filed registration
statement on Form S-8, the following document, which has been filed by the
Company with the Commission pursuant to the 1934 Act (File No. 0-20614), is
incorporated by reference in this registration statement:
The registration of the Company's Common Stock on Form S-8 (File
No. 33-54862).
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing such documents.
EXHIBITS
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (Exhibit 5.1
to this Registration Statement)
2
<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 Minneapolis, State of Minnesota, on
this 15th day of July, 1997.
THE ROTTLUND COMPANY, INC.
By /s/ David H. Rotter
-----------------------------------
David H. Rotter
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
/s/ David H. Rotter President, Chief Executive Officer July 15, 1997
- ---------------------------- and Director (Principal Executive
David H. Rotter Officer)
/s/ Bernard J. Rotter Chairman of the Board, Vice July 15, 1997
- ---------------------------- President and Director
Bernard J. Rotter
/s/ Lawrence B. Shapiro Chief Financial Officer July 15, 1997
- ---------------------------- (Principal Financial and
Lawrence B. Shapiro Accounting Officer) and Director
Executive Vice President July __, 1997
- ---------------------------- and Director
Todd M. Stutz
/s/ John J. Dierbeck, III Executive Vice President July 15, 1997
- ---------------------------- and Director
John J. Dierbeck, III
/s/ Dennis J. Doyle Director July 15, 1997
- ----------------------------
Dennis J. Doyle
Director July __, 1997
- ----------------------------
Scott R. Rued
</TABLE>
GP:385955 v1
3
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. 5
23.1 Consent of Arthur Andersen LLP 6
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A.
(contained in Exhibit 5.1 to this Registration Statement) --
___________________
GP:385955 v1
4
<PAGE>
[Letterhead]
July 15, 1997
THE ROTTLUND COMPANY, INC. EXHIBIT 5.1
2681 Long Lake Road
Minneapolis, M 55113
Re: The Rottlund Company, Inc. 1992 Stock Option Plan
Registration Statement on Form S-8
Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended ("Act"), of 400,000 additional Shares
("Shares") of the Common Stock, $.10 par value per share ("Common Stock"), of
The Rottlund Company, Inc. ("Company"), which may be issued upon the exercise of
options granted under The Rottlund Company, Inc. 1992 Stock Option Plan
("Plan"). We have examined such documents, certificates, and records as we
considered necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that upon the issuance and
delivery of the Shares in accordance with the terms of the Plan, the Shares will
be validly issued, fully paid and non-assessable shares of the Company's Common
Stock.
We understand that this opinion is to be used in connection with the
Registration Statement and hereby consent to the filing of a copy of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Gray, Plant, Mooty, Mooty &
Bennett, P.A.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated May 16, 1997,
included in The Rottlund Company, Inc.'s Form 10-K for the year ended March 31,
1997 and to all references to our firm included in this Registration Statement.
Minneapolis, Minnesota
July 15, 1997
/s/ ARTHUR ANDERSON LLP
GP:385955 v1
