As filed with the Securities and Exchange Commission on October 29, 1997
Registration No. 333-11355
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MITY-LITE, INC.
(Exact name of registrant as specified in its charter)
Utah 87-0448892
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1301 West 400 North
Orem, Utah 84057
(Address of Principal Executive Offices) (Zip Code)
MITY-LITE, INC. EMPLOYEE RETIREMENT PLAN
MITY-LITE, INC. 1990 STOCK OPTION PLAN
(Full title of the plans)
Copies to:
Gregory L. Wilson, President Nolan S. Taylor, Esq.
Mity-Lite, Inc. Thomas R. Taylor, Esq.
1301 West 400 North LeBoeuf, Lamb, Greene & MacRae, L.L.P.
Orem, Utah 84057 136 South Main Street
Telephone: (801) 224-0589 1000 Kearns Building
(Name, address, including zip code, Salt Lake City, Utah 84101-1685
and telephone number, including area Telephone: (801) 320-6700
code, of agent for service)
Exhibit Index is on page 17
Page 1 of 19
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information called for in Part I of Form
S-8 will be provided to participants in the Mity-Lite, Inc. Employee Retirement
Plan and the Mity-Lite, Inc. 1990 Stock Option Plan (collectively, the "Plans"),
adopted by Mity-Lite, Inc. (the "Company"). Such information is not being filed
with or included in this Registration Statement in accordance with the Rules and
Regulations of the Securities and Exchange Commission (the "Commission"). There
is also included as Part I of this Registration Statement a reoffer prospectus
relating to the reoffer and resale of certain shares of the Company's Common
Stock, previously acquired under the Plans or that may be acquired by an
affiliate of the Company in the future, as permitted by General Instruction C
under Form S-8.
PROSPECTUS
MITY-LITE, INC.
407,110 Shares of
Common Stock,
$0.01 par value per share
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This Prospectus relates to the periodic offer and sale by each of the
Selling Shareholders named herein (collectively, the "Selling Shareholders") of
up to an aggregate of 407,110 shares (collectively, the "Shares") of the Common
Stock, $0.01 par value per share (the "Common Stock"), of Mity-Lite, Inc., a
Utah corporation (the "Company"). Certain of the Shares have previously been
acquired by nonaffiliates of the Company pursuant to the Mity-Lite, Inc. 1990
Stock Option Plan and certain of the Shares have previously been or may be
acquired by certain officers or directors of the Company who may be deemed
affiliates of the Company pursuant to the Plans. See "Plan of Distribution."
The Selling Shareholders may offer the Shares from time to time to
purchasers directly or through underwriters, dealers or agents. The Shares may
be sold at market prices prevailing at the time of sale or at negotiated prices.
See "Plan of Distribution."
The Company's Common Stock, including the Shares, is listed on the Nasdaq
National Market under the symbol "MITY." The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Shareholders. See "Use of
Proceeds." The address of the principal executive offices of the Company is 1301
West 400 North, Orem, Utah 84057, and its telephone number at that address is
(801) 224-0589.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE
CONSIDERED PRIOR TO PURCHASING ANY OF THE SHARES.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
No person or entity has been authorized to give any information or to make
any representations not contained in or incorporated by reference in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or by any other person
or entity. All information contained herein is as of the date of this
Prospectus, except as otherwise indicated. Neither the delivery of this
Prospectus, nor any sale, distribution or resale made hereunder, shall under
any circumstances, create any implication that there has been no change in the
business or affairs of the Company or in the facts herein set forth since the
date hereof or since the date otherwise indicated.
The date of this Prospectus is October 29, 1997.
TABLE OF CONTENTS
PAGE
Available Information........................................................4
Documents Incorporated by Reference..........................................4
The Company..................................................................5
Risk Factors.................................................................5
Use of Proceeds.............................................................10
Selling Shareholders........................................................10
Plan of Distribution........................................................15
Description of Securities to be Registered..................................16
Experts.....................................................................16
Legal Matters...............................................................16
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the Commission.
Reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of such material can be obtained from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington D.C. 20549 at prescribed rates.
The Company has filed with the Commission a registration statement on Form
S-8 (together with all amendments and Exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "1933 Act"), of
which this Prospectus is a part. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the Rules and Regulations of the Commission. For
further information, reference is made to the Registration Statement. Statements
made in this Prospectus as to the contents of any contract, agreement or other
document referred to herein are not necessarily complete. With respect to each
such contract, agreement or other document filed as an Exhibit to the
Registration Statement, reference is hereby made to the Exhibit for a more
complete description of the matter involved, and each such statement shall be
deemed to be qualified in its entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1997.
2. The Company's amended Annual Report on Form 10-KSB/A filed on June 25,
1997.
3. The Company's Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 1997.
4. The Company's amended Current Report on Form 8-K/A filed on June 13,
1997.
5. The Company's Proxy Statement filed on July 10, 1997.
6. The Company's 1997 Annual Report to Shareholders.
7. The description of the Company's Common Stock included in the Company's
Registration Statement on Form 8-A filed with the Commission pursuant to the
1934 Act.
All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and prior to the
termination of this offering, shall be deemed to be incorporated by reference in
this Prospectus. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents that have been incorporated herein by
reference, other than Exhibits to such documents (unless such Exhibits are
specifically incorporated by reference therein). Requests for such copies should
be directed to: Bradley T Nielson, Chief Financial Officer, Mity-Lite, Inc.,
1301 West 400 North, Orem, Utah 84057, telephone number (801) 224-0589.
THE COMPANY
The Company designs, manufactures and markets a variety of lightweight,
durable, folding leg tables and related products used in multi-purpose rooms of
educational, recreational, hotel and hospitality, government, office, health
care, religious and other public assembly facilities. The Company has
successfully applied engineering grade plastics and advanced, high technology
manufacturing methods to produce tables that weigh significantly less and are
more durable than competing plywood and particle board tables. In addition, the
Company currently markets five lines of stacking chairs, the MityTuff(TM), the
MityStack(TM), the MityFlex(TM), the MityDeluxe(TM), and the MityHost(TM). The
MityTuff(TM) and MityStack(TM) chairs are distributed by the Company under
original equipment manufacturer (OEM) arrangements with the chair manufacturers.
Portions of the MityFlex(TM) and the MityDeluxe(TM) chairs are manufactured by
the Company and it performs final assembly on these two chair lines. The
MityHost(TM) chair is manufactured by the Company. Unlike its competitors, the
Company primarily markets its products directly to end users through its
in-house staff of sales and customer service personnel. This marketing strategy
has enabled the Company to reduce selling costs while maintaining direct contact
with its customers. The Company markets its products throughout the United
States and in a number of foreign countries.
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following risk factors should be considered carefully in evaluating the Company
and its business before acquiring any of the Shares of the Company's Common
Stock being offered hereby. The order in which the following risk factors are
presented is not indicative of the magnitude of the risk disclosed.
Competition
The markets in which the Company participates are highly competitive. In
the future, the Company expects increased competition from the Company's
existing competitors as well as from other companies that may enter the markets
served by the Company. Only certain elements of the Company's table products are
patented so the unpatented elements could be reverse engineered and duplicated
by competitors who are able to develop the manufacturing equipment and processes
to do so. Many of the Company's competitors have greater name recognition and
greater financial, personnel, manufacturing and marketing resources than the
Company. The Company believes that competition for multi-purpose room furniture
products is generally based on product quality and characteristics, service and
price. The Company's table products are more expensive than table products sold
by the Company's competitors in the same markets. However, the Company believes
that it has been able to compete in such markets and increase its market share
by emphasizing the quality and performance of its table products as compared to
its competitors' table products. Introduction of similar products by low cost
producers would put price and margin pressure on the Company. The Company's
continued success will depend upon, among other things, its ability to continue
to manufacture and market high quality, high performance tables and other
multi-purpose room furniture products at prices competitive in the markets
served by the Company.
Product Line Expansion Strategies; Entry Into New Markets
The Company's expansion of its current product lines is contingent, among
other things, upon the Company's ability to develop and/or acquire additional
lines of complementary multi-purpose room furniture that can be purchased or
manufactured in a cost efficient manner and sold at competitive prices in the
Company's markets. The Company currently has no commitments, agreements or
understandings with respect to any acquisitions of product lines or of companies
with complementary products or businesses. The Company to date has and will
continue to acquire or develop in-house several lines of chairs. The Company is
not in a position to project whether it will be able to develop or acquire chair
lines that can be sold profitably and meet the Company's quality standards.
Although the Company has successfully penetrated the lightweight, folding leg
table market, and while the Company believes that a number of complementary
product lines can be sold into the Company's existing markets, no assurances are
or can be made that the Company's experience in the folding leg table market
will be repeated in markets for new product lines. Furthermore, the Company
anticipates the development or acquisition of new product lines and the
penetration of new markets will require a substantial commitment of management's
time and of the Company's resources.
The Company's ability to manufacture other product lines depends on, among
other things, the timely expansion of its current facility or construction of
additional manufacturing facilities on the property currently leased by the
Company. The Company's ability to increase penetration of the domestic table
market depends in part on the Company's ability to expand its in-house sales and
customer service staff and locate and hire additional qualified personnel. No
assurances can be or are made that the Company's expansion strategies will be
successful.
Dependence on Management
The Company is dependent on the efforts and abilities of certain of its
senior management, particularly Gregory L. Wilson, the Company's Chairman,
President, and Chief Executive Officer. Mr. Wilson is employed under a five-year
employment contract expiring in May 1998. The Company maintains a $2,000,000
"key-man" life insurance policy on Mr. Wilson. The loss of any of the Company's
key executives could have a material adverse effect on the Company and its
operations and prospects, although the loss of Mr. Wilson would have a more
significant adverse effect on the Company.
Dependence on Major Customer
Approximately 5% of the Company's net sales for the six months ended
September 30, 1997 were generated from sales to The Church of Jesus Christ of
Latter-day Saints. Sales to this same customer totaled approximately 8% and 6%
of the Company's net sales for the fiscal year ended March 31, 1996 and 1997,
respectively. The Company currently has a one year bulk table purchase contract
with this customer. This contract is subject to annual renewal upon agreement of
the Company and the customer. The Company has manufactured and sold tables to
this customer since the Company's inception. Loss of this customer could have a
material adverse effect on the Company's profitability.
Proprietary Rights
The Company has been granted two utility patents relating to the
construction of its table tops. The Company has chosen not to apply for
international patent protection for these two concepts. The Company's success
and future revenue growth will depend, in part, upon its ability to protect its
trade secrets. The Company relies on trade secret law and non-disclosure
agreements to protect its unpatented and proprietary know-how. There can be no
assurance that such measures will provide meaningful protection for the
Company's trade secrets or other proprietary information. Moreover, in the
absence of further patent protection, the Company's business may be adversely
affected by competitors who independently develop substantially equivalent
products and manufacturing processes. The Company will endeavor to keep its
products and processes and the results of its research and development program
proprietary, but it may not be able to prevent others from using some or all of
such information or technology in competition with the Company. The Company
licenses the trade name "Mity-Lite" from a third-party under a five-year license
agreement that is renewable indefinitely at the option of the Company. The
termination of this tradename license and the loss of the use of the "Mity-Lite"
name could have a material adverse impact on the Company and its business.
Because the Company's license for the tradename "Mity-Lite" is non-exclusive, it
is possible that others could obtain a license to use the tradename "Mity-Lite."
Use of the tradename "Mity-Lite" by others in connection with the manufacturing
and sale of tables or other multi-purpose room furniture in the same markets in
which the Company participates could potentially cause confusion among
customers. If the name were used by others in connection with inferior products
or services, it is possible that the Company could suffer the loss of goodwill
associated with its tradename "Mity-Lite." The Company claims common law
trademark rights in the trademarks MityTuff(TM), MityStack(TM), MityFlex(TM),
MityDeluxe(TM) and MityHost(TM). The Company does not own patents rights on any
of these chairs.
Raw Material Prices and Sources
Both the plastic used in the Company's products and the tubing used in the
legs are manufactured according to Company specifications. The Company intends
to operate without substantial inventory levels of raw materials by depending on
certain key suppliers to provide raw materials on a "just-in-time" basis. The
Company has no raw material supply contracts. The Company believes that
necessary materials are generally available from alternate suppliers. However,
any shortages or significant interruptions in the delivery of raw materials
could have a material adverse effect on the Company's production schedule and
operations. Price increases for raw materials used in the Company's products
would put pressure on the Company's profit margins if the Company were unable to
pass such price increases through to its customers.
Warranty Service Costs
The Company's tables come with a five year warranty covering materials
and workmanship. The Company's warranty service costs for the fiscal years ended
March 31, 1995, 1996, and 1997 totaled 0.5% of net sales or $60,000, 0.9% of net
sales or $145,000, and 1.4% of net sales or $267,000, respectively. The Company
intends to continue to offer warranties covering materials and workmanship on
its table and chair products and anticipates providing a warranty covering
materials and workmanship for all complementary product lines developed or
acquired by the Company. While the Company has implemented improved quality
control measures that it expects will reduce warranty claims, it is possible
that warranty servicing costs will increase in future periods. Furthermore, the
Company is not in a position to anticipate the additional warranty service costs
that may be incurred as a result of the Company's expansion into complementary
product lines.
Future Variations in Operating Results
The Company's short-term profitability could be adversely affected by its
decision to develop or acquire complementary product lines, hire additional
sales staff and implement changes in the Company's manufacturing processes.
Various factors, including timing of new product introductions and the cost of
penetrating new markets and changes in product mix, may have an adverse effect
on the Company's results of operations. While the Company believes that the
addition of new product lines will increase the Company's long-term
profitability, there can be no assurance that the Company will continue to
experience profitability at historical rates. No assurances can be or are made
that the Company will not experience temporary fluctuations in operations as new
manufacturing processes are implemented. While the Company did not experience
substantial negative variations in quarterly operating results during the fiscal
years ended March 31, 1996 and 1997, no assurances can be or are made that the
Company will not experience such quarterly variations in the future.
Regulation and Environmental Considerations
The Company is subject to various local, state and federal laws and
regulations, including, without limitation, regulations promulgated by federal
and state environmental, health and labor agencies. Historically, regulatory
compliance has not had a material adverse effect on the Company's sales or
operations. However, changes in the laws and regulations governing the Company's
business may impose an increased financial burden upon the Company that could
adversely affect the Company's business or operations. Actions by federal, state
and local governments concerning environmental or other matters could result in
regulations that could increase the cost of producing the products manufactured
and sold by the Company. Certain of the Company's operations are subject to
federal, state and local laws and environmental regulations that impose
limitations on the discharge of pollutants into the air. The Company believes
that it is in compliance with applicable air quality laws and regulations. While
the Company has not had to make significant capital expenditures for
environmental compliance, the Company cannot predict with any certainty its
future capital expenditure requirements relating to environmental compliance
because of continually changing compliance standards and technology. The Company
does not have insurance coverage for environmental liabilities and does not
anticipate obtaining such coverage in the future.
Forward-Looking Statements
All forward-looking statements contained herein are deemed by the Company
to be covered by and to qualify for the safe harbor protection provided by the
Private Securities Litigation Reform Act of 1995 (the "1995 Act"). Investors and
prospective investors in the Company should understand that several factors
govern whether any forward-looking statements contained herein will be or can be
achieved. Any one of those factors could cause actual results to differ
materially from those projected herein. These forward-looking statements include
plans and objectives of management for future operations, including plans and
objectives for products, marketing, customers, product line expansions,
enhancements to its manufacturing process, and potential acquisitions. The
forward-looking statements included herein are based on current expectations
that involve a number of risks and uncertainties. These forward-looking
statements are based on assumptions, among others, that the Company (a) will be
able to successfully increase its share of the table market, introduce new
product lines to existing customers, market products directly to end users,
enter new markets, and continue enhancing its manufacturing process, (b) will
continue to manufacture and market at current margins high quality, high
performance products at competitive prices, (c) will continue to sell products
to The Church of Jesus Christ of Latter-day Saints, (d) can continue to source
acceptable raw materials at current prices and (e) will continue to experience
current levels of warranty service costs. Assumptions relating to the foregoing
involve judgments with respect to, among other things, future economic,
competitive and market conditions and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
the control of the Company. Although the Company believes that the assumptions
underlying the forward-looking statements contained herein are reasonable, any
of those assumptions could prove inaccurate and, therefore, there is and can be
no assurance that the results contemplated in any such forward-looking statement
will be realized. Budgeting and other management decisions are subjective in
many respects and thus susceptible to interpretations and periodic revision. The
impact of actual experience and business developments may cause the Company to
alter its marketing, capital expenditure plans or other budgets, which may in
turn affect the Company's result of operations. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of any such statement should not be regarded as a representation by
the Company or any other person that the objectives or plans of the Company will
be achieved.
Control by Existing Stockholders
Approximately 63% of the outstanding shares of Common Stock are
beneficially owned by current directors and executive officers of the Company.
As a result, the current directors and officers of the Company are in a position
to elect at least a majority of the Board of Directors of the Company, to
dissolve, merge or sell the assets of the Company and, generally, to direct the
affairs of the Company.
Unissued Preferred Stock; Possible Anti-Takeover Effect; Control Shares
Acquisition
The Board of Directors without further action by the holders of Common
Stock, may issue up to 3,000,000 shares of Preferred Stock in one or more series
and may fix or alter the rights, preferences, privileges and restrictions,
including the voting rights, redemption provisions (including sinking fund
provisions), dividend rights, dividend rates, liquidation preferences and
conversion rights, and the description of and number of shares constituting any
wholly-unissued series of Preferred Stock. No shares of Preferred Stock
presently are outstanding, and the Company currently has no plans to issue
shares of Preferred Stock. The issuance of Preferred Stock under certain
circumstances could have the effect of delaying or preventing a change of
control or other corporate action, and may dilute the interests of the holders
of Common Stock. The Utah Control Shares Acquisition Act applies to the Company.
This law mandates that whenever a person either directly or indirectly, or alone
or as part of a group, acquires shares that result in ownership of more than
one-fifth, one-third or a majority of the voting power of a Utah corporation,
the shares acquired may not vote unless such acquisition was approved by the
stockholders. The Company has not elected in its Articles of Incorporation or
Bylaws to not have the Utah Control Shares Acquisition Act apply to the Company.
Consequently, the Control Shares Acquisition Act will apply to the Company and
may have the effect of discouraging a change in control of the Company without
the stockholders' consent.
USE OF PROCEEDS
Each Selling Shareholder will receive all of the net proceeds from the
sale of the Shares owned by such Selling Shareholder and offered hereby. The
Company will not receive any of the proceeds from the sale of the Shares.
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock by each of the Selling
Shareholders as of September 1, 1997. Unless otherwise indicated, the Company
believes that each person named below has sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by such
person, subject to community property laws where applicable and the information
set forth in the footnotes to the following table.
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Current Number of Shares Number of
Position With Beneficially Shares Being
Name the Company Owned(1) Offered
================================================================================
Leon Allen(2) International sales 8,662 8,662
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Jeffrey Ashdown(3) Production 1,500 1,500
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Richard Black(4) Sales 1,000 1,000
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Brent Bonham(5) Vice President, 20,580 20,580
Research and
Development
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JoAnna Brown(6) Production 300 300
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Robert Call(7) Safety & compliance 4,661 4,661
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Blair Cecil(8) Production 300 300
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Reid Cecil(9) Production planning 6,584 6,584
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Sally Clarke(10) Purchasing 200 200
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John Erickson(11) Sales 1,000 1,000
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LaRee Finch(12) Sales 6,975 6,975
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Sergio Friderici(13) Sales 1,000 1,000
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Daniel Garbe(14) Production engineering 3,862 3,862
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Nathan Gillespie(15) Production 150 150
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P.K. Haws(16) Not with Company 150 150
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David Heap(17) Sales 9,418 9,418
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Rueben Hernandez(18) Production 150 150
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Janel Hood(19) Not with Company 374 374
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Gary Horan(20) Production 300 300
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Mark Jackson(21) Production 1,500 1,500
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Candyce Johnson(22) Accounting 750 750
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Douglas Johnson(23) Treasurer 17,764 17,764
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Shawn King(24) Inventory Control 200 200
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Fern Law(25) Sales 8,474 8,474
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Kenneth Law(26) Vice President, 57,454 57,454
Manufacturing
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David Laws(27) Production engineering 4,500 4,500
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Walter Lenington(28) Production 150 150
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Dan Lundell(29) Production 150 150
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Carlos Mariscal(30) Production 300 300
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Brian Mecham(31) Production 100 100
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John Minert(32) Sales 5,938 5,938
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Lynn Mitchell(33) Production 500 500
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David Monroy(34) Production 150 150
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Kevin Nicol(35) Production Manager 8,161 8,161
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Bradley T Nielson(36) Chief Financial Officer 62,800 62,800
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Stanley Pool(37) Vice President, Sales 146,490 146,490
and Marketing
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Danny Poti(38) Production 150 150
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Mark Powers(39) Sales 300 300
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Michael Preuss(40) Production 300 300
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Richard Rusick(41) Sales 1,000 1,000
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George Sagen(42) Management 4,747 4,747
information systems
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Ilene Schwartz(43) Sales 1,000 1,000
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Dale Spendlove(44) Production engineering 8,492 8,492
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Kevin Stoker(45) Sales 5,750 5,750
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Kent Vaughn(46) Facilities 2,374 2,374
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Greg Ware(47) Purchasing 300 300
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Richard Whitmer(48) Facilities 150 150
================================================================================
(1) Includes securities that have resulted from the exercise of stock options
granted under the provisions of the Mity-Lite, Inc. 1990 Stock Option Plan
and that are currently being held and securities that can be acquired by
such person upon the exercise of options.
(2) Includes 2,746 shares obtained from the exercise of stock options, 1,666
shares Mr. Allen had the right to acquire within 60 days following
September 1, 1997, and 4,250 shares that can be issued to Mr. Allen from
the exercise of unvested options. These unvested options will vest over
various periods through January 1999. Excludes 3,662 shares owned
individually by Mr. Allen's wife, Karen Allen.
(3) Includes 500 shares Mr. Ashdown had the right to acquire within 60 days
following September 1, 1997, and 1,000 shares that can be issued to Mr.
Ashdown from the exercise of unvested options. These unvested options
will vest over various periods through October 1999.
(4) Includes 333 shares Mr. Black had the right to acquire within 60 days
following September 1, 1997, and 667 shares that can be issued to Mr.
Black from the exercise of unvested options. These unvested options will
vest over various periods through October 1999.
(5) Includes 20,580 shares Mr. Bonham had the right to acquire within 60 days
following September 1, 1997.
(6) Includes 100 shares Ms. Brown had the right to acquire within 60 days
following September 1, 1997, and 200 shares that can be issued to Ms.
Brown from the exercise of unvested options. These unvested options will
vest over various periods through October 1999.
(7) Includes 2,195 shares obtained from the exercise of stock options, 1,227
shares Mr. Call had the right to acquire within 60 days following
September 1, 1997, and 1,239 shares that can be issued to Mr. Call from
the exercise of unvested options. These unvested options will vest over
various periods through October 1999.
(8) Includes 100 shares Mr. Cecil had the right to acquire within 60 days
following September 1, 1997, and 200 shares that can be issued to Mr.
Cecil from the exercise of unvested options. These unvested options will
vest over various periods through October 1999. Excludes 20 shares owned
individually by Mr. Cecil.
(9) Includes 1,210 shares obtained from the exercise of stock options, 2,582
shares Mr. Cecil had the right to acquire within 60 days following
September 1, 1997, and 2,792 shares that can be issued to Mr. Cecil from
the exercise of unvested options. These unvested options will vest over
various periods through October 1999.
(10) Includes 66 shares Ms. Clarke had the right to acquire within 60 days
following September 1, 1997, and 134 shares that can be issued to Ms.
Clarke from the exercise of unvested options. These unvested options will
vest over various periods through October 1999.
(11) Includes 333 shares Mr. Erickson had the right to acquire within 60 days
following September 1, 1997, and 667 shares that can be issued to Mr.
Erickson from the exercise of unvested options. These unvested options
will vest over various periods through October 1999.
(12) Includes 1,506 shares obtained from the exercise of stock options, 1,666
shares Ms. Finch had the right to acquire within 60 days following
September 1, 1997, and 3,803 shares that can be issued to Ms. Finch from
the exercise of unvested options. These unvested options will vest over
various periods through January 1999.
(13) Includes 333 shares Mr. Friderici had the right to acquire within 60 days
following September 1, 1997, and 667 shares that can be issued to Mr.
Friderici from the exercise of unvested options. These unvested options
will vest over various periods through October 1999.
(14) Includes 31 shares obtained from the exercise of stock options, 2,039
shares Mr. Garbe had the right to acquire within 60 days following
September 1, 1997, and 1,792 shares that can be issued to Mr. Garbe from
the exercise of unvested options. These unvested options will vest over
periods through October 1999.
(15) Includes 50 shares Mr. Gillespie had the right to acquire within 60 days
following September 1, 1997, and 100 shares that can be issued to Mr.
Gillespie from the exercise of unvested options. These unvested options
will vest over various periods through October 1999.
(16) Includes 150 shares obtained from the exercise of stock options.
(17) Includes 4,063 shares obtained from the exercise of stock options and
5,355 shares that can be issued to Mr. Heap from the exercise of unvested
options. These unvested options will vest over various periods through
January 1999.
(18) Includes 50 shares Mr. Hernandez had the right to acquire within 60 days
following September 1, 1997, and 100 shares that can be issued to Mr.
Hernandez from the exercise of unvested options. These unvested options
will vest over various periods through October 1999.
(19) Includes 374 shares obtained from the exercise of stock options.
(20) Includes 100 shares Mr. Horan had the right to acquire within 60 days
following September 1, 1997, and 200 shares that can be issued to Mr.
Horan from the exercise of unvested options. These unvested options will
vest over various periods through October 1999.
(21) Includes 500 shares Mr. Jackson had the right to acquire within 60 days
following September 1, 1997, and 1,000 shares that can be issued to Mr.
Jackson from the exercise of unvested options. These unvested options will
vest over various periods through October 1999.
(22) Includes 750 shares Ms. Johnson had the right to acquire within 60 days
following September 1, 1997.
(23) Includes 11,848 shares obtained from the exercise of stock options, 5,458
shares Mr. Johnson had the right to acquire within 60 days following
September 1, 1997, and 458 shares that can be issued to Mr. Johnson from
the exercise of unvested options. These unvested options will vest in
December 1997. Excludes 250 shares owned individually by Mr. Johnson's
wife, Cheryl Johnson, 1,050 shares held individually by Mr. Johnson, 1,060
shares held by Mr. Johnson as custodian for the Johnson children, and
8,679 shares owned jointly by Mr. Johnson and his wife.
(24) Includes 66 shares Mr. King had the right to acquire within 60 days
following September 1, 1997, and 134 shares that can be issued to Mr.
King from the exercise of unvested options. These unvested options will
vest over various periods through October 1999.
(25) Includes 7,098 shares obtained from the exercise of stock options, 604
shares Ms. Law had the right to acquire within 60 days following
September 1, 1997, and 772 shares that can be issued to Ms. Law from the
exercise of unvested options. These unvested options will vest over
various periods through October 1999. Ms. Law is the spouse of Kenneth
Law, Vice President of Manufacturing.
(26) Includes 9,987 shares obtained from the exercise of stock options, 40,800
shares Mr. Law had the right to acquire within 60 days following
September 1, 1997, and 6,667 shares that can be issued to Mr. Law from
the exercise of unvested options. These unvested options will vest in
September 1998. Excludes 300 shares owned individually by Mr. Law.
(27) Includes 1,833 shares Mr. Laws had the right to acquire within 60 days
following September 1, 1997, and 2,667 shares that can be issued to Mr.
Laws from the exercise of unvested options. These unvested options will
vest over various periods through January 1999.
(28) Includes 50 shares Mr. Lenington had the right to acquire within 60 days
following September 1, 1997, and 100 shares that can be issued to Mr.
Lenington from the exercise of unvested options. These unvested options
will vest over various periods through October 1999.
(29) Includes 50 shares Mr. Lundell had the right to acquire within 60 days
following September 1, 1997, and 100 shares that can be issued to Mr.
Lundell from the exercise of unvested options. These unvested options will
vest over various periods through October 1999.
(30) Includes 100 shares Mr. Mariscal had the right to acquire within 60 days
following September 1, 1997, and 200 shares that can be issued to Mr.
Mariscal from the exercise of unvested options. These unvested options
will vest over various periods through October 1999.
(31) Includes 33 shares Mr. Mecham had the right to acquire within 60 days
following September 1, 1997, and 67 shares that can be issued to Mr.
Mecham from the exercise of unvested options. These unvested options will
vest over various periods through October 1999.
(32) Includes 469 shares obtained from the exercise of stock options, 1,666
shares Mr. Minert had the right to acquire within 60 days following
September 1, 1997, and 3,803 shares that can be issued to Mr. Minert from
the exercise of unvested options. These unvested options will vest over
various periods through January 1999.
(33) Includes 166 shares Mr. Mitchell had the right to acquire within 60 days
following September 1, 1997, and 334 shares that can be issued to Mr.
Mitchell from the exercise of unvested options. These unvested options
will vest over various periods through October 1999.
(34) Includes 50 shares Mr. Monroy had the right to acquire within 60 days
following September 1, 1997, and 100 shares that can be issued to Mr.
Monroy from the exercise of unvested options. These unvested options will
vest over various periods through October 1999.
(35) Includes 1,373 shares obtained from the exercise of stock options, 3,216
shares Mr. Nicol had the right to acquire within 60 days following
September 1, 1997, and 3,572 shares that can be issued to Mr. Nicol from
the exercise of unvested options. These unvested options will vest over
various periods through October 1999.
(36) Includes 3,000 shares obtained from the exercise of stock options, 46,466
shares Mr. Nielson had the right to acquire within 60 days following
September 1, 1997, and 13,334 shares that can be issued to Mr. Nielson
from the exercise of unvested options. These unvested options will vest
over various periods through January 1999. Excludes 1,200 shares owned
jointly by Mr. Nielson and his wife, Kellie Nielson, and 10,000 shares
that can be issued to Mr. Nielson from the exercise of unvested options
not covered by this registration.
(37) Includes 146,490 shares obtained from the exercise of stock options.
Excludes 3,573 shares held by Mr. Pool and his wife, Karen Pool, and 400
shares held by Mr. Pool as custodian for the Pool children.
(38) Includes 50 shares Mr. Poti had the right to acquire within 60 days
following September 1, 1997, and 100 shares that can be issued to Mr.
Poti from the exercise of unvested options. These unvested options will
vest over various periods through October 1999.
(39) Includes 100 shares Mr. Powers had the right to acquire within 60 days
following September 1, 1997, and 200 shares that can be issued to Mr.
Powers from the exercise of unvested options. These unvested options will
vest over various periods through October 1999.
(40) Includes 100 shares Mr. Preuss had the right to acquire within 60 days
following September 1, 1997, and 200 shares that can be issued to Mr.
Preuss from the exercise of unvested options. These unvested options will
vest over various periods through October 1999.
(41) Includes 333 shares Mr. Rusick had the right to acquire within 60 days
following September 1, 1997, and 667 shares that can be issued to Mr.
Rusick from the exercise of unvested options. These unvested options will
vest over various periods through October 1999.
(42) Includes 3,331 shares Mr. Sagen had the right to acquire within 60 days
following September 1, 1997, and 1,416 shares that can be issued to Mr.
Sagen from the exercise of unvested options. These unvested options will
vest over various periods through March 1998.
(43) Includes 333 shares Ms. Schwartz had the right to acquire within 60 days
following September 1, 1997, and 667 shares that can be issued to Ms.
Schwartz from the exercise of unvested options. These unvested options
will vest over various periods through October 1999.
(44) Includes 4,576 shares obtained from the exercise of stock options, 1,458
shares Mr. Spendlove had the right to acquire within 60 days following
September 1, 1997, and 2,458 shares that can be issued to Mr. Spendlove
from the exercise of unvested options. These unvested options will vest
over various periods through October 1999.
(45) Includes 187 shares obtained from the exercise of stock options, 1,375
shares Mr. Stoker had the right to acquire within 60 days following
September 1, 1997, and 4,188 shares that can be issued to Mr. Stoker from
the exercise of unvested options. These unvested options will vest over
various periods through January 1999.
(46) Includes 1,020 shares Mr. Vaughn had the right to acquire within 60 days
following September 1, 1997, and 1,354 shares that can be issued to Mr.
Vaughn from the exercise of unvested options. These unvested options will
vest over various periods through December 1997.
(47) Includes 100 shares Mr. Ware had the right to acquire within 60 days
following September 1, 1997, and 200 shares that can be issued to Mr.
Ware from the exercise of unvested options. These unvested options will
vest over various periods through October 1999.
(48) Includes 50 shares Mr. Whitmer had the right to acquire within 60 days
following September 1, 1997, and 100 shares that can be issued to Mr.
Whitmer from the exercise of unvested options. These unvested options will
vest over various periods through October 1999.
PLAN OF DISTRIBUTION
The Shares are being offered by the Selling Shareholders either acting as
principals for their own accounts or through broker-dealer firms. Any such
transactions may be effected at prices and at terms then prevailing or at prices
related to the then-current market price, or in negotiated transactions. Such
broker-dealers may receive compensation in the from of discounts, concessions
and commissions from the Selling Shareholders for whom they may act as agent in
such transactions. The Selling Shareholders will bear all discounts, concessions
and commissions incurred in the sale of the Shares. The Selling Shareholders and
any broker-dealers that participate in the distribution of the Shares offered
hereby may be deemed to be underwriters under the 1933 Act, and any profit on
the sale of such securities by them, and any discount, concession or commission
received by any such broker-dealer, may be deemed to be an underwriting discount
or commission under the 1933 Act.
DESCRIPTION OF SECURITIES TO BE REGISTERED
Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the fiscal year ended March 31, 1997.
EXPERTS
The financial statements included in the Company's 1997 Annual Report to
Shareholders, which is incorporated by reference in the Company's Annual Report
on Form 10-KSB for the fiscal year ended March 31, 1997, incorporated by
reference herein, have been audited by Deloitte & Touche LLP, independent public
accountants, as indicated in their report with respect thereto and are included
herein in reliance upon the authority of said firm as experts in accounting and
auditing in giving said report.
LEGAL MATTERS
Certain legal matters relating to the Shares will be passed upon for the
Company by LeBoeuf, Lamb, Greene & MacRae, L.L.P., 1000 Kearns Building, 136
South Main Street, Salt Lake City, Utah 84101-1685.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all 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 Orem, State of Utah, on October 29, 1997.
MITY-LITE, INC.
(Registrant)
By: /s/ Gregory L. Wilson
Gregory L. Wilson
Its: President
The 401(k) Plan. Pursuant to the requirements of the Securities Act of
1933, the Trustees have duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Orem,
State of Utah, on October 29, 1997.
MITY-LITE, INC. EMPLOYEE RETIREMENT PLAN
(Plan)
By: /s/ Gregory L. Wilson
Gregory L. Wilson
Its: Trustee
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers or directors
of the registrant, by virtue of their signatures to this Registration Statement
appearing below, hereby constitute and appoint Gregory L. Wilson as
attorney-in-fact in his name, place and stead to execute any and all amendments
to this Registration Statement in the capacities set forth opposite their names
and hereby ratify all that said attorney-in-fact may do by virtue hereof.
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
* /s/ Gregory L. Wilson Chairman of the Board, October 29, 1997
Gregory L. Wilson President, Treasurer and Director
(Principal Executive Officer)
* /s/ Bradley T Nielson Chief Financial Officer October 29, 1997
Bradley T Nielson (Chief Financial and
Accounting Officer)
* /s/ Ralph E. Crump Director October 29, 1997
Ralph E. Crump
* /s/ Pater Najar Director October 29, 1997
Peter Najar
* /s/ C. Lewis Wilson Director October 29, 1997
C. Lewis Wilson
* By: /s/ Gregory L. Wilson
Gregory L. Wilson
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No. Description Page No.
* 5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. --
(including consent)
* 10.1 Mity-Lite, Inc. Employee Retirement Plan --
* 10.2 Mity-Lite, Inc. 1990 Stock Option Plan --
+23.1 Consent of Deloitte & Touche LLP 18
* 23.2 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. --
included in Exhibit 5.1 above)
+24.1 Power of Attorney 19
- ------------------------
* Previously filed
+ Filed herewith
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 2 to Registration
Statement No. 333-11355 of Mity-Lite, Inc. on Form S-8 of our report dated
May 2, 1997, appearing in the Annual Report on Form 10-KSB of Mity-Lite, Inc.
for the year ended March 31, 1997, which is a part of such Registration
Statement and to the reference to us under the heading "Experts" in such Annual
Report.
/s/ Deloitte & Touche LLP
Salt Lake City, Utah
October 27, 1997
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all 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 Orem, State of Utah, on October 29, 1997.
MITY-LITE, INC.
(Registrant)
By: /s/ Gregory L. Wilson
Gregory L. Wilson
Its: President
The 401(k) Plan. Pursuant to the requirements of the Securities Act of
1933, the Trustees have duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Orem,
State of Utah, on October 29, 1997.
MITY-LITE, INC. EMPLOYEE RETIREMENT PLAN
(Plan)
By: /s/ Gregory L. Wilson
Gregory L. Wilson
Its: Trustee
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers or
directors of the registrant, by virtue of their signatures to this Registration
Statement appearing below, hereby constitute and appoint Gregory L. Wilson as
attorney-in-fact in his name, place and stead to execute any and all amendments
to this Registration Statement in the capacities set forth opposite their names
and hereby ratify all that said attorney-in-fact may do by virtue hereof.
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
/s/ Gregory L. Wilson Chairman of the Board, August 29, 1996
Gregory L. Wilson President, Treasurer and Director
(Principal Executive Officer)
/s/ Bradley T Nielson Chief Financial Officer August 29, 1996
Bradley T Nielson (Chief Financial and
Accounting Officer)
/s/ Ralph E. Crump Director August 29, 1996
Ralph E. Crump
/s/ Peter Najar Director August 29, 1996
Peter Najar
/s/ C. Lewis Wilson Director August 29, 1996
C. Lewis Wilson
