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As filed with the Securities & Exchange Commission on April 9, 1999
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
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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)
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3065 CENTRE POINTE DRIVE NORTH
ROSEVILLE, MINNESOTA 55113
(651) 638-0500
(Address and telephone number of principal executive offices)
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1992 STOCK OPTION PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
David H. Rotter
Chief Executive Officer
3065 Centre Pointe Drive North
Roseville, Minnesota 55113
(Name and address of agent for service)
(651) 638-0500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered (1) per share (2) price (2) fee (2)
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<S> <C> <C> <C> <C>
Common Stock, 425,000 $4.00 $1,700,000 $473.00
$.10 par value
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(1) Amount includes 300,000 shares of Common Stock under the 1992 Stock Option
Plan and 125,000 shares of Common Stock under the Employee Stock Purchase
Plan.
(2) 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 April 6, 1999.
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INCORPORATION OF DOCUMENTS BY REFERENCE
A Registration Statement on Form S-8 (File No. 33-54862) was filed
with the Securities and Exchange Commission on November 23, 1992 covering the
Registration of 600,000 shares initially authorized for issuance under the
1992 Stock Option Plan (the "Option Plan") and 125,000 shares under the
Employee Stock Purchase Plan (the "Purchase Plan"). A Registration Statement
on Form S-8 (File No. 333-31589) was filed with the Securities and Exchange
Commission on July 18, 1997 covering the registration of an additional
400,000 shares authorized under the Option Plan. The content of these prior
registration statements are incorporated herein 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 documents, which have been filed by the
Company with the Commission pursuant to the 1934 Act (File No. 0-20614), are
incorporated by reference in this registration statement:
(i) The Annual Report of the Company on Form 10-K for the fiscal
year ended March 31, 1998:
(ii) The definitive Proxy Statement of the Company, dated August
1, 1998, for the Annual Meeting of Shareholders to be held
on September 10, 1998; and
(iii) The Quarterly Reports of the Company on Form 10-Q for the
quarters ending June 30, 1998, September 30, 1998 and
December 31, 1998.
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
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<S> <C>
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)
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2
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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 Roseville, State of Minnesota, on this 8th day of
April, 1999.
THE ROTTLUND COMPANY, INC.
By /s/ David H. Rotter
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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.
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<CAPTION>
Signature Capacity Date
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<S> <C> <C>
/s/ David H. Rotter President, Chief Executive Officer and Director April 8, 1999
- ------------------------------------ (Principal Executive Officer)
David H. Rotter
/s/ Bernard J. Rotter Chairman of the Board, Vice President and Director April 8, 1999
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Bernard J. Rotter
/s/ Lawrence B. Shapiro Chief Financial Officer (Principal Financial and April 8, 1999
- ------------------------------------ Accounting Officer) and Director
Lawrence B. Shapiro
/s/ Todd M. Stutz Executive Vice President and Director April 8, 1999
- ------------------------------------
Todd M. Stutz
/s/ John J. Dierbeck, III Executive Vice President and Director April 8, 1999
- ------------------------------------
John J. Dierbeck, III
Director April ___, 1999
- ------------------------------------
Dennis J. Doyle
Director April ___, 1999
- ------------------------------------
Scott R. Rued
</TABLE>
3
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT PAGE
<S> <C> <C>
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)
</TABLE>
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4
<PAGE>
April 9, 1999
THE ROTTLUND COMPANY, INC. EXHIBIT 5.1
2681 Long Lake Road
Minneapolis, M 55113
Re: The Rottlund Company, Inc. 1992 Stock Option Plan and
Employee Stock Purchase 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 an aggregate of 425,000
additional Shares ("Shares") of the Common Stock, $.10 par value per share
("Common Stock"), of The Rottlund Company, Inc. ("Company"). The Shares consist
of 300,000 additional Shares which may be issued upon the exercise of options
granted under The Rottlund Company, Inc. 1992 Stock Option Plan (the "Option
Plan") and 125,000 additional Shares which may be issued pursuant to the
Company's Employee Stock Purchase Plan (the "Purchase 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 Option Plan or
Purchase Plan, as the case may be, 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,
GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A.
<PAGE>
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 15, 1998,
included in The Rottlund Company, Inc.'s Form 10-K for the year ended March 31,
1998 and to all references to our firm included in this Registration Statement.
Minneapolis, Minnesota
April 9, 1999
