Registration No. _____________
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 34-1817634
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Post Office Box 1903
2703 College Avenue, Goshen Indiana 46527-1903
(Address of Principal Executive Offices)(Zip Code)
STARCRAFT CORPORATION 1997 STOCK INCENTIVE PLAN
(Full title of plan)
Michael H. Schoeffler
Starcraft Corporation
P.O. Box 1903
2703 College Avenue
Goshen, Indiana 46527-1903
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (219) 533-1105
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Maximum Proposed
Title of securities Amount to be offering price per maximum aggregate Amount of
to be registered registered share (1) offering price (1) registration fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value 250,000(2) $7.5625 $1,890,625 $499.13
============================================================================================================
</TABLE>
(1) 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 price and asked sales prices per share of Common
Stock of Starcraft Corporation on February 9, 2000, as to shares not
yet subject to options granted under the Plan, pursuant to Rule 457(c)
and (h).
(2) 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.
<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, as amended, (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) The Annual Report on Form 10-K of Starcraft Corporation (the
"Registrant") for the fiscal year ended October 3, 1999;
(2) The quarterly report on Form 10-Q of the Registrant for the fiscal
quarter ended January 2, 2000;
(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 October
3, 1999; 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 which indicates that all shares offered
hereby have been sold or which deregisters all shares then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date they are filed.
Item 4. Description of Securities.
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Chapter 37 of the Indiana Business Corporation Law, as amended
("IBCL"), authorizes every Indiana corporation to indemnify its officers and
directors under certain circumstances against liability incurred in connection
with proceedings to which the officers or directors are made parties by reason
of their relationships to the corporation. Officers and directors may be
indemnified where they have acted in good faith, the action taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe the action was unlawful. Chapter 37 to the IBCL
also requires every Indiana corporation to indemnify any of its officers or
directors (unless limited by the articles of incorporation of the corporation)
who were wholly successful on the merits or otherwise, in the defense of any
such proceeding, against reasonable expenses incurred in connection with the
proceeding. A corporation may also, under certain circumstances, pay for or
reimburse the reasonable expenses incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.
Article 10 of the Registrant's Articles of Incorporation, pursuant to
authority contained in the IBCL, provides for 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 may be 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 the 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 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 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 which 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 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 1933
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 Securities and Exchange 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.
<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 9th day of
February, 2000.
STARCRAFT CORPORATION
By: /s/ Kelly L. Rose
-----------------------------
Kelly L. Rose
Chief Executive Officer
Each person whose signature appears below hereby authorizes Kelly L.
Rose and Michael H. Schoeffler, and each of them, to file one or more amendments
(including post-effective amendments) to the registration statement, which
amendments may make such changes in the registration statement as either of them
deem appropriate, and each such person hereby appoints Kelly L. Rose and Michael
H. Schoeffler and each of them, as attorney-in-fact to execute in the name and
on behalf of each person individually, and in each capacity stated below, any
such amendment to the registration statement.
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
date indicated.
Signature Title Date
(1) Principal Executive Officer:
/s/ Kelly L. Rose Chief Executive February 9, 2000
- ----------------------------------- Officer
Kelly L. Rose
/s/ Michael H. Schoeffler President and February 9, 2000
- ----------------------------------- Chief Financial
Michael H. Schoeffler Officer
(2) A Majority of the Board
of Directors
/s/ Kelly L. Rose February 9, 2000
- -----------------------------------
Kelly L. Rose
/s/ David J. Matteson February 8, 2000
- -----------------------------------
David J. Matteson
/s/ Allen H. Neuharth February 8, 2000
- -----------------------------------
Allen H. Neuharth
/s/ G. Raymond Stults February 8, 2000
- -----------------------------------
G. Raymond Stults
/s/ Michael H. Schoeffler February 9, 2000
- -----------------------------------
Michael H. Schoeffler
S-2
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
4.1 Articles of Incorporation of the Registrant are incorporated by
reference to Exhibit 3.1 of 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 Crowe, Chizek and Company LLP.
23.2 Consent of Ernst & Young 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).
Exhibit 5
February 10, 2000
Starcraft Corporation
2703 College Avenue
Post Office Box 1903
Goshen, Indiana 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
of the Corporation 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 issued and the purchase price therefor has been paid as described
in and in accordance with the Plan 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 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
BARNES & THORNBURG
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Starcraft Corporation and Subsidiaries
Goshen, Indiana
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 18, 1999, with respect to the consolidated financial
statements of Starcraft Corporation and subsidiaries included in the Annual
Report (Form 10-K) for the years ended October 3, 1999 and September 27, 1998
Crowe, Chizek and Company LLP
Elkhart, Indiana
February 10, 2000
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (No. 333-_________) pertaining to the Starcraft Corporation 1997 Stock
Incentive Plan of our report dated January 12, 1998, with respect to the
consolidated financial statements and schedule of Starcraft Corporation and
Subsidiaries for the year ended September 28, 1997 included in the Annual Report
(Form 10-K) for the year ended October 3, 1999.
/s/Ernst & Young LLP
Fort Wayne, Indiana
February 7, 2000
