Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STARCRAFT CORPORATION
(Exact name of Registrant as specified in its charter)
Indiana 35-1817634
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification no.)
P.O. Box 1903, 2703 College Avenue
Goshen, Indiana 46256
(Address of Principal Executive Offices) (Zip Code)
STARCRAFT CORPORATION 1997 STOCK INCENTIVE PLAN
(Full title of the plan)
Michael H. Schoeffler Copy to:
Starcraft Corporation Eric R. Moy, Esq.
P.O. Box 1903 Barnes & Thornburg
2703 College Avenue 1313 Merchants Bank Building
Goshen, Indiana 46256 11 South Meridian Street
(Name and address of agent for service) Indianapolis, Indiana 46204
Telephone number of agent for service:
(219) 533-1105
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed
Proposed maximum
Title of maximum aggregate
securities to be Amount to be offering price offering Amount of
registered registered(1) per share(2) price(2) registration fee
=====================================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
without par
value 250,000 $2.92 $730,937.50 $221.50
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=====================================================================================================================
</TABLE>
(1) Any additional shares of Common Stock to be issued as a result of stock
dividends, stock splits, or similar transactions shall be covered by
this Registration Statement as provided in Rule 416.
(2) Estimated solely to determine the registration fee and based on the
option price of stock options already granted under the Plan and on the
average of the bid and asked sales prices per share of Common Stock of
Starcraft Corporation on May 22, 1997, as to shares not yet subject to
options granted under the Plan, pursuant to Rule 457(c) and (h).
Page 1 of 8
Exhibit Index on Page E-1
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<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Document(s) containing information specified by Part I of the form of
Registration Statement on Form S-8, promulgated under the Securities Act of
1933, as amended (the "1933 Act"), will be sent or given to participants in the
Starcraft Corporation 1997 Stock Incentive Plan (the "Plan") as specified in
Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the 1933 Act. Such document(s) are not being filed with the
Commission but constitute (along with the documents incorporated by reference
into this Form S-8 Registration Statement (the "Registration Statement")
pursuant to Item 3 of Part II hereof), a prospectus that meets the requirements
of Section 10(a) of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
Registration Statement:
(1) Annual Report on Form 10-K of Starcraft Corporation (the
"Registrant") filed with the Commission for the fiscal year
ended September 29, 1996;
(2) The quarterly reports on Form 10-Q of Starcraft Corporation
for the fiscal quarters ended December 29, 1996 and March 30,
1997.
(3) All other reports filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") by the
Registrant since February 12, 1997; and
(4) The description of the capital stock of the Registrant
contained in the Registrant's Registration Statement on Form
8-A, which was filed with the Commission on June 3, 1993, and
all amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant 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 shares offered
hereby have been sold or that deregisters all shares then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part thereof from the date they are filed.
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<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 10 of the Registrant's Articles of Incorporation, pursuant to
authority contained in the Indiana Business Corporation Law, provides for the
indemnification of the Registrant's officers and directors against expenses,
judgments, settlements, penalties and fines that may be incurred by them in
connection with the defense of any action, suit or proceeding, or in connection
with any appeal therein, to which they are made parties if they acted in good
faith and in a manner they reasonably believed, in the case of conduct in their
official capacity, was in the best interest of the Registrant and, in all other
cases, was not opposed to the best interests of the Registrant and, with respect
to any criminal action or proceeding, they either had reasonable cause to
believe their conduct was lawful or no reasonable cause to believe their conduct
was unlawful. Such indemnification is required in cases where the directors or
officers are successful, on the merits or otherwise, in the defense of any
claim, issue or matter.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits furnished with this registration statement are listed on
page E-1.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) 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 1933 Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration
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<PAGE>
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii)to include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the 1934 Act that are incorporated by
reference in the Registration Statement;
(2) that, for the purpose of determining any liability under the 1933
Act, each such 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; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) 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.
(c) Insofar as indemnification for liabilities arising under the 1993
Act 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 Commission, such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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<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 Goshen, and the State of Indiana, on this 27th day
of May, 1997.
STARCRAFT CORPORATION
By /s/ Kelly L. Rose
----------------------------------
Kelly L. Rose
Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints
Kelly L. Rose and Michael H. Schoeffler, and each of them his true and lawful
attorney-in-fact and agent 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 on Form S-8 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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
(1 Principal Executive Officers:
/s/ Kelly L. Rose May 27, 1997
-----------------------------
Kelly L. Rose Chief Executive Officer
/s/ Michael H. Schoeffler President, Chief May 27, 1997
----------------------------- Financial Officer,
Michael H. Schoeffler Treasurer
S-1
<PAGE>
(2 A Majority of the Board of )
Directors )
)
/s/ L. Craig Fulmer Director )
----------------------------- )
L. Craig Fulmer )
)
/s/ David J. Matteson Director )
----------------------------- )
David J. Matteson )
)
/s/ Allen H. Neuharth Director ) May 27, 1997
----------------------------- )
Allen H. Neuharth )
)
/s/ Frank K. Martin Director )
----------------------------- )
Frank K. Martin )
)
/s/ Kelly L. Rose Director )
----------------------------- )
Kelly L. Rose )
S-2
<PAGE>
INDEX TO EXHIBITS
Page No.
In This
Exhibit No. Description Filing
4.1 Articles of Incorporation of the Registrant are incorporated *
by reference to Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended October 1, 1995
4.2 By-Laws of the Registrant are incorporated by reference to *
Exhibit 3.2 of the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 29, 1996.
5 Opinion of Barnes & Thornburg as to the legality of the
securities being registered.
23.1 Consent of Ernst & Young, LLP.
23.2 Consent of McGladrey & Pullen, LLP.
23.3 Consent of Barnes & Thornburg (included as part of Exhibit 5).
24 Power of Attorney (set forth on page S-1 of this Registration
Statement).
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(*) Previously filed with the SEC and incorporated by reference
into this Registration Statement
E-1
May 27, 1997
Starcraft Corporation
2703 College Avenue
P.O. Box 1903
Goshen, IN 46526
Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Starcraft Corporation
(the "Corporation"), relating to the offer and sale of 250,000 shares of the
Common Stock, without par value, of the Corporation under the Starcraft
Corporation 1997 Stock Incentive Plan previously approved by the Corporation's
Board of Directors and shareholders (the "Plan"). In connection with your
request, we have made such examination of the corporate records and proceedings
and considered such questions of law and taken such further action as we deemed
necessary or appropriate to enable us to render this opinion.
Based upon such examination, we are of the opinion that, when the
Common Stock has been purchased and the purchase price therefor has been paid as
contemplated by the Plan and as described in the Registration Statement, as the
same may be amended, and when the Corporation has complied with the Securities
Act of 1933, as amended, and with the securities laws of the State of Indiana
and all other jurisdictions in or otherwise which the Common Stock is to be sold
pursuant to awards or the exercise of stock options granted under the Plan, the
Common Stock will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, however, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ BARNES & THORNBURG
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Starcraft Corporation 1997 Stock Incentive Plan of
our report dated November 7, 1996, with respect to the consolidated financial
statements and schedule of Starcraft Corporation and Subsidiaries included in
the Annual Report (Form 10-K) for the year ended September 29, 1996.
/s/ Ernst & Young LLP
Fort Wayne, Indiana
May 27, 1997
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Starcraft Automotive Corporation
Goshen, Indiana
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (pertaining to the Starcraft Corporation 1997 Stock
INcentive Plan) of our report, dated November 3, 1995, with respect to the
consolidated financial statements of Starcraft Corporation and Subsidiaries in
the Annual Report on From 10-K for the year ended September 29, 1996.
/s/ McGladrey & Pullen, LLP
MCGLADREY & PULLEN, LLP
Elkhart, Indiana
May 29, 1997
