<PAGE>
As filed with the Securities and Exchange Commission on June 27, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________
CHATEAU COMMUNITIES, INC.
(Exact name of Registrant as specified in its charter)
Maryland 38-3132038
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6160 South Syracuse Way
Greenwood Village, Colorado 80111
(303) 741-3707
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
__________
Chateau Communities, Inc.
1999 Equity Compensation Plan
(Full title of the Plan)
__________
Gary P. McDaniel
Chief Executive Officer
Chateau Communities, Inc.
6160 South Syracuse Way
Greenwood Village, Colorado 80111
(303) 741-3707
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________
Copies to:
Jay L. Bernstein, Esq.
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================= ======================= ====================== ============================ ==========================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of
to be Registered Registered(1) Offering Price Per Offering Price Registration Fee
Share(2)
----------------------------- ----------------------- ---------------------- ---------------------------- --------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 900,000 shares $27.3125 $24,581,250 $6,489.45
$.01 per share
============================= ======================= ====================== ============================ ==========================
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "Act"), the number of shares being registered shall be adjusted to
include any additional shares which may become issuable as a result of
stock splits, stock dividends, or similar transactions in accordance
with provisions of the plan.
(2) Estimated, pursuant to Rule 457(h), on the basis of the average of the
high and the low prices of the Company's Common Stock reported on the
New York Stock Exchange on May 31, 2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Act and the introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We incorporate by reference into this Registration Statement the
following documents which we previously filed with the Securities and Exchange
Commission (the "Commission"):
(a) Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 (Commission File No. 1-12496).
(b) Our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 1999 (Commission File No. 1-12496).
(c) The description of our Common Stock contained in our
registration statement on Form 8-A, filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"), including any amendments or
reports filed for the purpose of updating such description.
(d) All other reports we have filed pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act since December 31, 1999.
When we file documents in accordance with Section 13(a), 13(c), 14 and
15(d) of the Exchange Act between the date of this Registration Statement and
the time we file a post-effective amendment to the Registration Statement saying
all the securities which are the subject of that Registration Statement have
been sold or deregistering any securities which have not been sold, the
documents we file will be incorporated into this Registration Statement and will
be a part of it beginning on the date the documents are filed. If any documents
which we file changes anything said in this Registration Statement or in an
earlier document which is incorporated into this Registration Statement, the
later document will modify or supersede what is said in this Registration
Statement or the earlier document.
You may request a copy of these filings at no cost, other than exhibits
to those documents which are not specifically incorporated by reference, by
writing or telephoning us at the following address:
Chateau Communities, Inc.
6160 South Syracuse Way
Greenwood Village, Colorado 80111
Telephone: (303) 741-3707
2
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Our Charter limits the liability of our directors and officers to us
and our stockholders to the fullest extent permitted from time to time by
Maryland law. Maryland law presently permits the liability of directors and
officers to a corporation or its stockholders for money damages to be limited,
except to the extent that (i) it is proved that the director or officer actually
received an improper benefit or profit in money, property or services for the
amount of the benefit or profit in money, property or services actually
received, or (ii) a judgment or other final adjudication is entered in a
proceeding based on a finding that the director's or officer's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. This provision
does not limit our ability or the ability of our stockholders to obtain other
relief, such as an injunction or rescission.
Our Charter and By-Laws require (or permit, as the case may be) us to
indemnify our directors, officers and certain other parties to the fullest
extent permitted from time to time by Maryland law. The Maryland General
Corporation Law ("MGCL") permits a corporation to indemnify its directors,
officers and certain other parties against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service to
or at the request of the corporation, unless it is established that (i) the act
or omission of the indemnified party was material to the matter giving rise to
the proceeding and (x) was committed in bad faith or (y) was the result of
active and deliberate dishonesty, (ii) the indemnified party actually received
an improper personal benefit in money, property or services or (iii) in the case
of any criminal proceeding, the indemnified party had reasonable cause to
believe that the act or omission was unlawful. Indemnification may be made
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by the director or officer in connection with the proceeding;
provided, however, that if the proceeding is one by or in the right of the
corporation, indemnification may not be made with respect to any proceeding in
which the director or officer has been adjudged to be liable to the corporation.
In addition, a director or officer may not be indemnified with respect to any
proceeding charging improper personal benefit to the director or officer in
which the director or officer was adjudged to be liable on the basis that
personal benefit was improperly received. The termination of any proceeding by
conviction, or upon a plea of nolo contendere or its equivalent, or an entry of
any order of probation prior to judgment, creates a rebuttable presumption that
the director or officer did not meet the requisite standard of conduct required
for indemnification to be permitted. It is the position of the Securities and
Exchange Commission that indemnification of directors and officers for
liabilities arising under the Act is against public policy and is unenforceable
pursuant to Section 14 of the Act.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
----------- -----------
3.1 Our Articles of Amendment and Restatement (1993)*
3.2 Our Articles of Amendment (1995)**
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Exhibit No. Description
----------- -----------
3.3 Our Articles of Amendment (1997)***
3.4 Our Amended and Restated By-Laws****
3.5 Our Articles Supplementary*****
4.1 Form of Common Stock Certificates******
5.1 Opinion of Clifford Chance Rogers & Wells LLP
10.1 Amended and Restated Agreement of Limited Partnership of the
Operating Partnership*******
10.2 Amendment to Amended and Restated Agreement of Limited
Partnership of the Operating Partnership********
23.2 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney (included on signature pages hereto)
99.1 Chateau Communities, Inc. 1999 Equity Compensation
Plan*********
-------------------
*Incorporated by reference to the Exhibits filed with our Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1995, filed with the
Commission on August 10, 1995 (Commission File No. 1-12496)
**Incorporated by reference to the Exhibits filed with our Form S-8, filed with
the Commission on June 5, 1997 (Commission File No. 333-28583)
***Incorporated by reference to the Exhibits filed with our Current Report on
Form 8-K, filed with the Commission on May 30, 1997 (Commission File No.
1-12496)
****Incorporated by reference to the Exhibits filed with our Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1997, filed with the
Commission on May 15, 1997 (Commission File No. 1-12496)
*****Incorporated by reference to the Exhibits filed with our Current Report on
Form 8-K, filed with the Commission on May 1, 1998 (Commission File No. 1-12496)
******Incorporated by reference to the Exhibits filed with our Registration
Statement on Form S-11 filed with the Commission on November 10, 1993
(Commission File No. 333-69150)
*******Incorporated by reference to the Exhibits filed with our Annual Report on
Form 10-K for the year ended December 31, 1997, filed with the Commission on
March 23, 1998 (Commission File No.
1-12496)
********Incorporated by reference to the Exhibits filed with the Operating
Partnership's Current Report on Form 8-K, filed with the Commission on May 1,
1998 (Commission File No. 33-85492)
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*********Incorporated by reference to our Proxy Statement, filed with the
Commission on April 7, 1999 (Commission File No. 1-12496)
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 Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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. 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 paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply to information contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
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.
(3) To remove from registration by means of a post-effective
amendment of 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 Act, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of the employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, 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 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 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
5
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whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
6
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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 a 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 Greenwood Village, State of Colorado, on the
27th of June, 2000.
CHATEAU COMMUNITIES, INC.
By: /s/ Tamara D. Fischer
-------------------------------
Tamara D. Fischer
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gary P. McDaniel, C.G. Kellogg and
Tamara D. Fischer, and each of them, his true and lawful attorneys-in-fact and
agents, 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 any pre-effective and post-effective amendments, to this
Registration Statement on Form S-8 and any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and any and all applications and other
documents in connection therewith, with the Securities and Exchange Commission
and any state or other securities authority, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and 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
attorneys-in-fact or agents, or any of them, or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
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:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ John A. Boll Chairman of the Board of Directors May 18, 2000
---------------------------
John A. Boll
/s/ Gary P. McDaniel Director and Chief Executive Officer May 18, 2000
--------------------------- (Principal Executive Officer)
Gary P. McDaniel
/s/ C.G. Kellogg Director and President May 18, 2000
---------------------------
C.G. Kellogg
/s/ Tamara D. Fischer Chief Financial Officer (Principal Financial and May 18, 2000
--------------------------- Accounting Officer)
Tamara D. Fischer
/s/ Edward R. Allen Director May 18, 2000
---------------------------
Edward R. Allen
/s/ James L. Clayton Director May 18, 2000
---------------------------
James L. Clayton
</TABLE>
7
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<TABLE>
Signature Title Date
<S> <C> <C>
/s/ Steven G. Davis Director May 18, 2000
---------------------------
Steven G. Davis
/s/ James M. Hankins Director May 18, 2000
---------------------------
James M. Hankins
/s/ James M. Lane Director May 18, 2000
---------------------------
James M. Lane
/s/ Donald E. Miller Director May 18, 2000
---------------------------
Donald E. Miller
/s/ Gebran S. Anton, Jr. Director May 18, 2000
---------------------------
Gebran S. Anton, Jr.
/s/ Rhonda Hogan Director May 18, 2000
---------------------------
Rhonda Hogan
</TABLE>
8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
3.1 Our Articles of Amendment and Restatement (1993)*
3.2 Our Articles of Amendment (1995)**
3.3 Our Articles of Amendment (1997)***
3.4 Our Amended and Restated By-Laws****
3.5 Our Articles Supplementary*****
4.1 Form of Common Stock Certificates******
5.1 Opinion of Clifford Chance Rogers & Wells LLP
10.1 Amended and Restated Agreement of Limited Partnership of the Operating Partnership*******
10.2 Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership********
23.2 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney (included on signature pages hereto)
99.1 Chateau Communities, Inc. 1999 Equity Compensation Plan*********
</TABLE>
-------------------
*Incorporated by reference to the Exhibits filed with our Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1995, filed with the
Commission on August 10, 1995 (Commission File No. 1-12496)
**Incorporated by reference to the Exhibits filed with our Form S-8, filed with
the Commission on June 5, 1997 (Commission File No. 333-28583)
***Incorporated by reference to the Exhibits filed with our Current Report on
Form 8-K, filed with the Commission on May 30, 1997 (Commission File No.
1-12496)
****Incorporated by reference to the Exhibits filed with our Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1997, filed with the
Commission on May 15, 1997 (Commission File No. 1-12496)
*****Incorporated by reference to the Exhibits filed with our Current Report on
Form 8-K, filed with the Commission on May 1, 1998 (Commission File No. 1-12496)
******Incorporated by reference to the Exhibits filed with our Registration
Statement on Form S-11 filed with the Commission on November 10, 1993
(Commission File No. 33-85492)
*******Incorporated by reference to the Exhibits filed with our Annual Report on
Form 10-K for the year ended December 31, 1997, filed with the Commission on
March 23, 1998 (Commission File No.
1-12496)
9
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********Incorporated by reference to the Exhibits filed with the Operating
Partnership's Current Report on Form 8-K, filed with the Commission on May 1,
1998 (Commission File No. 33-85492)
*********Incorporated by reference to our Proxy Statement, filed with the
Commission on April 7, 1999 (Commission File No. 1-12496)
10
