<PAGE> 1
As filed with the Securities and Exchange Commission on July 27, 1999
Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________________
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)
MITY-LITE, INC. 1997 STOCK INCENTIVE PLAN
(Full title of the plans)
Copy to:
Gregory L. Wilson, President Nolan S. Taylor, Esq.
Mity-Lite, Inc. LeBoeuf, Lamb, Greene & MacRae, L.L.P.
1301 West 400 North 136 South Main Street
Orem, Utah 84057 1000 Kearns Building
Telephone: (801) 224-0589 Salt Lake City, Utah 84101-1685
(Name, address, including zip code, Telephone: (801) 320-6700
and telephone number, including
area code, of agent for service)
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Proposed Proposed
Securities Amount To Maximum Maximum Amount of
To Be Be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
Common Stock,
$0.01 par value 157,050 $23.38(1) $3,671,044 $1,020.55
Common Stock,
$0.01 par value 10,000 $11.63(2) $ 116,250 $ 32.32
Common Stock,
$0.01 par value 450 $14.25(2) $ 6,413 $ 1.78
Common Stock,
$0.01 par value 157,500 $14.50(2) $2,283,750 $ 634.88
Common Stock,
$0.01 par value 87,400 $14.88(2) $1,300,075 $ 361.42
Common Stock,
$0.01 par value 41,600 $15.81(2) $ 657,800 $ 182.87
Common Stock,
$0.01 par value 20,000 $16.36(2) $ 327,250 $ 90.97
Common Stock,
$0.01 par value 15,000 $17.63(2) $ 264,375 $ 73.49
Common Stock,
$0.01 par value 4,500 $17.75(2) $ 79,875 $ 22.21
Common Stock,
$0.01 par value 5,500 $19.44(2) $ 106,906 $ 29.72
Common Stock,
$0.01 par value 1,000 $19.63(2) $ 19,625 $ 5.46
-------- ---------- ---------
Totals 500,000 $8,833,363 $2,455.67(3)
</TABLE>
(1) Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act
of 1933, estimated solely for the purpose of calculating the registration
fee, based upon the average of the final bid and asked prices for Mity-
Lite, Inc. Common Stock as quoted on the NASDAQ National Market System on
July 19, 1999.
(2) Such shares are issuable upon the exercise of outstanding options
with fixed exercise prices. Pursuant to rule 457(h) under the Securities Act,
the aggregate offering price and the fee have been computed upon the basis of
the price at which the options may be exercised.
(3) Pursuant to Rule 429 under the Securities Act, the "reoffer
prospectus" included herein is a "combined prospectus" that relates both to the
registration statement filed herewith and the Registrant's registration
statement on Form S-8 (registration no. 333-11355) filed September 4, 1996.
The number of securities being carried forward is 260 shares of Common Stock,
and the amount of filing fee associated with such securities that was
previously paid was $0.50.
<PAGE> 3
EXPLANATORY NOTE
Mity-Lite, Inc. has prepared this registration statement in accordance
with the requirements of Form S-8 under the Securities Act of 1933 to register
shares of its Common Stock. Included with this registration statement is a
Reoffer Prospectus of Mity-Lite prepared in accordance with Part I of Form S-3
that covers reoffers or resales of Mity-Lite's Common Stock issued or issuable
under the Mity-Lite, Inc. Employee Retirement Plan or the Mity-Lite, Inc. 1997
Stock Incentive Plan to persons who are affiliates of Mity-Lite, as permitted
by General Instruction C of Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the prospectus is
omitted from this registration statement in accordance with Rule 428 under the
Securities Act of 1933.
<PAGE> 4
REOFFER PROSPECTUS
MITY-LITE, INC.
73,000 Shares of
Common Stock
-------------------------
The officers and directors of Mity-Lite identified in this prospectus
periodically will offer and sell for their own accounts up to 25,000 shares of
its Common Stock that they acquired or may acquire under the Mity-Lite, Inc.
Employee Retirement Plan or the Mity-Lite, Inc. 1997 Stock Incentive Plan.
Mity-Lite will not receive any of the proceeds from such sales.
The selling shareholders propose to sell the shares from time to time to
purchasers directly or through underwriters, dealers or agents at prevailing
market prices or in negotiated transactions.
The Common Stock is traded on the Nasdaq National Market under the symbol
"MITY." On July 19, 1999, the last sale of the Common Stock as reported on the
Nasdaq National Market was $23.00 per share.
INVESTING IN THE COMMON STOCK INVOLVES RISK. FOR MORE INFORMATION, SEE
"RISK FACTORS" BEGINNING ON PAGE 10 OF THIS PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The date of this Prospectus is July 26, 1999.
<PAGE> 5
TABLE OF CONTENTS
PAGE
Available Information.....................................................6
Incorporation of Information We File With the SEC.........................6
The Company...............................................................7
Risk Factors.............................................................10
Use of Proceeds..........................................................14
Selling Shareholders.....................................................14
Plan of Distribution.....................................................16
Experts..................................................................16
Indemnification of Directors and Officers................................17
Legal Matters............................................................17
<PAGE> 6
AVAILABLE INFORMATION
We file reports, proxy statements and other information with the
Securities and Exchange Commission. Our SEC filings are available over the
Internet at the SEC's Web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for more information on the public reference rooms and their copy charges.
We have filed a registration statement on Form S-8 with the SEC covering
the Common Stock under the Securities Act of 1933. This prospectus is a part
of that registration statement but does not contain all of the information
contained in the Registration Statement and its exhibits. For further
information about Mity-Lite and the Common Stock, you should refer to our
registration statement and its exhibits. This prospectus summarizes material
provisions of contracts and other documents that we refer you to. Since the
prospectus may not contain all the information that you may find important, you
should review the full text of those documents.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" the information we file
with them, which means:
- Incorporated documents are considered part of the prospectus;
- We can disclose important information to you by referring you to
those documents; and
- Information that we file with the SEC will automatically update and
supersede this prospectus.
We incorporate by reference the documents listed below which were filed
with the SEC under the Securities Exchange Act of 1934:
- Annual Report on Form 10-K for the fiscal year ended March 31, 1999
(including the portions of our Annual Report to Shareholders
incorporated by reference therein);
- Definitive Proxy Statement related to our Annual Meeting of
Shareholders filed on July 2, 1999;
- The description of our Common Stock included in our registration
statement filed on Form 8-A pursuant to the Exchange Act filed on
April 22, 1994;
- Current Report on Form 8-K filed on April 23, 1999; and
- Current Report on Form 8-K/A filed on June 16, 1999.
We also incorporate by reference each of the following documents that we
will file with the SEC after the date of this prospectus but before all the
Class A common stock offered by this prospectus has been sold:
- Reports filed under Section 13(a) and (c) of the Exchange Act;
<PAGE> 7
- Definitive proxy or information statements filed under Section 14 of
the Exchange Act in connection with any subsequent shareholders'
meeting; and
- Any reports filed under Section 15(d) of the Exchange Act.
You may request a copy of any information incorporated herein by reference
or in the registration statement at no cost, by contacting us at the following
address:
Mity-Lite, Inc.
1301 West 400 North
Orem, Utah 84057
(801) 224-0589
Attention: Bradley T Nielson, Chief Financial Officer
THE COMPANY
Mity-Lite designs, manufactures and markets innovative commercial
furniture created to meet the efficiency needs of its customers. We focus on
providing premium quality furniture products to niche markets. Our product
lines and major markets include:
- MULTIPURPOSE ROOM FURNITURE, sold both domestically and
internationally in educational, recreational, hotel and hospitality,
government, office, health care, church and other public assembly
markets;
- SPECIALTY OFFICE SEATING AND SYSTEMS, sold both domestically and
internationally in call center, high density office-use, corporate
and dispatch markets; and
- HEALTH CARE SEATING, sold mainly in Canada and the U.S. in the long
term health care market.
Our executive offices are located at 1301 West 400 North, Orem, Utah. Our
telephone number is (801) 224-0589.
MULTIPURPOSE ROOM FURNITURE
FOLDING LEG TABLES. Our multipurpose room furniture is marketed under the
Mity-Lite trade name and consists of lightweight, durable, folding leg tables,
stacking chairs and other related products used in multipurpose rooms. We have
developed and currently manufacture and market 48 different plastic table sizes
which come in three standard and a variety of custom colors. These tables are
made with several different folding leg and custom color options. We have
successfully applied engineering grade plastics and sophisticated manufacturing
and assembly methods to produce tables that weigh less and are more durable
than competing particle board or plywood table products of similar size. We
manufacture our plastic tables using abrasion, stain and water resistant
materials. Our cornered tables are constructed using our proprietary
high-impact corners that can withstand a two-foot drop without sustaining
debilitating damage. All of our plastic tables include reinforced edging. We
equip our cornered tables with non-skid pads that facilitate stacking and
storage. We believe our plastic table products appeal to our customers because
they are durable, lightweight, easy to handle and attractive.
<PAGE> 8
ELITE(TM) TABLES. We also manufacture and sell Elite(TM) tables, which
are distinctive, lightweight, wood conference-style tables with folding legs.
We construct Elite(TM) tables using real wood veneers or high pressure
laminates, PVC or solid wood edges and a composite honeycomb core. The
Elite(TM) line provides elegant, easily removable tables for offices and
conference and training rooms.
STACKING CHAIRS. In addition to our table products, we currently offer
five lines of stacking chairs: the MityTuff(R), the MityStack(TM), the
MityFlex(TM), the MityDeluxe(TM) and the MityHost(TM). Our chair lines have
many standard features that some competitors offer only as options. The
MityHost(TM) chair, which we manufacture, has a unique smile-bend frame which
creates a curved seat for increase comfort. The legs have unique anti-sway
bars which keep seat and legs strong and in place to absorb the shock of every-
day use. The back has a strong, one piece, continuous frame which eliminates a
weak breaking point and has a convenient handle for easy setup. We purchase
our other chair lines from other suppliers and market them under the Mity-Lite
name.
ACCESSORIES. In addition to lightweight, durable tables and stacking
chairs, we manufacture and/or market accessory products including table and
chair carts, tablecloths, skirting and skirting clips.
SPECIALTY OFFICE SEATING AND OFFICE SYSTEMS
CENTERCORE CLUSTER FURNITURE. On April 9, 1999, we acquired through our
wholly-owned subsidiary, C Core, Inc., certain assets and obligations of The
CenterCore Group, Inc., a privately-owned designer, manufacturer and marketer
of pod-style panel systems furniture marketed to call centers and other high
density office-use environments.
As a result of the CenterCore acquisition, we now offer a line of cluster
furniture, designed to improve productivity and save space in offices and call
center environments. CenterCore was the originator of the "cluster concept"
design, which benefits high density commercial environments and call centers,
as well as the federal government. Within the CenterCore product line are two
product families:
1. The circular Spacemaker2000(TM) system, which provides a simple,
cost-conscious solution to meet the needs of call center operations.
By situating two to eight workstations in a circular arrangement
around a center core, up to 40% more employees can be placed in the
same total square footage as a traditional rectangular office
system.
2. The Tec2000(TM) system provides a variety of furniture products for
support staff, supervisors and managers, receptionists and team
conferences. Available in a wide variety of shapes and sizes, the
Tec2000(TM) system combines privacy panels, free-standing modules
and various storage options. The Tec2000(TM) system can also
integrate with Spacemaker2000(TM) furniture in high-density work
environments.
<PAGE> 9
DO GROUP PRODUCTS. Also included in our specialty office seating and
office systems product lines are the products of our affiliate, DO Group, Inc.,
headquartered in Elkhart, Indiana. We acquired a 49.9% interest in DO Group
in March 1997. DO Group's products consist of dispatch seating, big and tall
seating, auditorium seating, open-plan systems panel furniture, free standing
computer furniture, task seating, ergonomic seating, custom fit seating,
secretarial seating, panel clusters, stacking chairs and other related
products. DO Group markets its products under the Domore(TM), DO3(TM) Systems,
Domore Dispatch Seating(TM), JG Auditorium Seating(TM), Corel Corporate
Seating(TM) and DesignSeating(TM) trade names.
DO Group's office systems products include office panels, movable full
height walls, work surfaces, pedestals, storage units, tables and other
accessory items used in office cubicles. DO Group offers two styles of panel
systems. The DO3(TM) post-to-panel system features ease of assembly and
takedown and offers panels in a variety of fabric, laminate or painted
surfaces. The Domore(TM) Series System Seven(TM) panel system is a value-
oriented panel-to-panel system. Its panels, which are available in a variety
of fabric and laminate surfaces, are connected using interlocking hinges. Both
the DO3(TM) and Domore(TM) panel systems offer the latest electrical and
voice/data transmission capabilities, including access to CAT5 wiring at the
beltline level.
DO Group's seating products are marketed under the Domore(TM), JG(TM),
Corel(TM), Stature Seating(TM) and DesignSeating(TM) trade name and consist of
ergonomic office task, executive, intensive use, fixed, auditorium and custom
seating lines. We believe that the Domore(TM) seating line is a market leader
in intensive-use seating, which is seating that is used three shifts per day,
seven days per week. The Domore(TM) seating line includes a unique proprietary
control, spring cushion seat and lumbar support as well as many other ergonomic
features and offers a full line of electrostatic discharge intensive use
seating for mission critical environments.
The Domore(TM) seating line also offers a complete line of big and tall
seating for office and 24-hour use. DO Group believes that it provides the
only office seating tested to 800 pounds capacity in today's market. Through
its JG Auditorium Seating line, DO Group offers a range of four lines of
auditorium and classroom seating. The seating is ideal for theater,
auditorium, court room and classroom applications. The JG name is known for
its high quality, premium-priced seating. Through its Corel product line, DO
Group offers a wide range of value-priced ergonomic task, intensive use,
stacking and side chairs. Corel products are ideally suited for industrial
environments.
HEALTH CARE SEATING. Through our wholly owned subsidiary, Broda
Enterprises, Inc., which we acquired in November 1998, we design, manufacture
and market health care seating and accessories used in long term health care
facilities located primarily in the United States and Canada. Broda has
developed and manufactures 12 different health care chair lines. Most chair
models come in two standard sizes and six standard colors. We also custom
manufacture other sizes and colors of its standard health care seating
products.
<PAGE> 10
Broda's high-end seating products offer a unique combination of features
which differentiate them from the competition. Broda chairs have been tested
for interface pressures and stability which, combined with their rigid and
durable design, make Broda chairs suitable seating for some of the most
challenging long term care residents including those with Huntington's Disease,
Alzheimer's or Acquired Brain Injury. In addition, nursing home residents
susceptible to skin breakdown, suffering from loss of upper body strength or
with other conditions which might otherwise restrict them to bed or place them
at risk of self injury or falls, can be safely and comfortably seated in a
Broda chair.
RISK FACTORS
You should carefully consider the following risk factors as well as the
other information included and incorporated by reference in this prospectus
before deciding to invest in shares of the Common Stock.
OUR MARKETS ARE HIGHLY COMPETITIVE, AND MARKET CONDITIONS AND THE STRENGTHS OF
OUR COMPETITORS MAY HARM OUR BUSINESS.
We sell our products in highly competitive markets. In the future, we
expect increased competition from our existing competitors and from other
companies that may enter into our markets. If we are unable to continue to
manufacture and market high quality, high performance products at competitive
prices in our markets, our business may be harmed. Many of our competitors
have greater name recognition and greater financial, personnel, manufacturing
and marketing resources than we do. Most of the our products are also more
expensive than products sold by our competitors in the same markets.
Additionally, only certain elements of our products are patented. As a result,
unpatented elements could be reverse-engineered and duplicated by competitors
who are able to develop the manufacturing equipment and processes to do so.
FAILURE TO MANAGE OUR GROWTH OR TO SUCCESSFULLY INTEGRATE OUR RECENT
ACQUISITIONS COULD HARM OUR BUSINESS AND RESULTS OF OPERATIONS.
We face significant challenges managing our growth and integrating into
our operations our recent acquisitions, any of which could harm our revenue and
earnings. We have grown significantly since 1997 with net sales increasing
from $18.7 million in fiscal 1997 to $25.3 million in fiscal 1998 and $29.5
million in fiscal 1999. We also recently added substantial operations through
the Broda Enterprises and CenterCore acquisitions, and intend to continue to
pursue other complementary acquisitions. Our growth and our recent
acquisitions have strained our management team and other resources, and we
cannot assure you that we will succeed in effectively managing our expanded
operations or continued growth.
<PAGE> 11
FAILURE TO SUCCESSFULLY INTRODUCE NEW PRODUCT LINES OR OTHERWISE INCREASE OUR
PRESENCE IN OUR MARKETS MAY LIMIT OUR GROWTH.
If we fail to develop or acquire new product lines and successfully
introduce them into our markets, our continued growth may be limited. Our
product-line expansion depends upon, among other things, our ability to develop
and/or acquire additional lines of complementary commercial furniture that can
be purchased or manufactured in a cost efficient manner and sold at competitive
prices in our markets. Except for DO Group, we currently have no commitments,
agreements or understandings with respect to any acquisitions of product lines
or companies with complementary products or businesses. Increasing our
presence in our markets also depends in part upon our ability to expand our
in-house sales and customer service staff and locate and hire qualified
personnel. We cannot assure you that we will be able to expand our product
lines or our sales force and further penetrate our markets.
SHORTAGES OR INTERRUPTIONS IN THE SUPPLY OF RAW MATERIALS COULD HARM OUR
PRODUCTION SCHEDULE AND OPERATIONS.
We acquire many of our product components and other raw materials on a
"just-in-time" basis from key suppliers, without maintaining substantial
inventory levels. Although we believe we can readily obtain such materials
from other suppliers if necessary, any shortages or significant interruptions
in the delivery of such materials could harm our production schedule and
operations. Additionally, price increases for our raw materials could reduce
our profitability if we were unable to pass such price increases through to
customers.
OUR FAILURE TO ANTICIPATE FUTURE WARRANTY SERVICE COSTS COULD HARM OUR
BUSINESS.
We cannot assure you that we will reserve sufficient funds to cover our
future warranty service costs, and our business may be harmed as a result. We
offer warranties covering materials and workmanship on our existing products
and anticipate providing similar warranties for all complementary product lines
we develop or acquire. Our warranty service costs were 1.4 percent of net
sales or $267,000 in fiscal 1997, 1.5 percent of net sales or $373,000 in
fiscal 1998 and 1.6 percent of net sales or $463,000 in fiscal 1999. Despite
our continued efforts to reduce warranty claims, warranty service costs may
increase in the future. Additionally, we have limited operating experience
with the product lines we acquired in our recent acquisitions of CenterCore and
Broda Enterprises. As a result, we may fail to accurately predict our future
warranty service costs for such products.
MOVING THE CENTERCORE OPERATIONS MAY TEMPORARILY HARM OUR OPERATIONS.
As part of our acquisition of CenterCore, we have recently moved its
corporate headquarters to Elkhart, Indiana and its manufacturing operations to
Marked Tree, Arkansas. We cannot assure you that the operations of our
subsidiary, C Core, will not be harmed during this transition or that it will
not harm our operations as a whole.
<PAGE> 12
OUR EFFORTS TO DEVELOP OR ACQUIRE ADDITIONAL COMPLEMENTARY PRODUCT LINES COULD
HARM OUR SHORT-TERM PROFITABILITY.
Our short-term profitability could be harmed by our decision to develop or
acquire complementary product lines, hire additional sales staff and transact
additional acquisitions. Various factors, including acquisition related
expenses, amortization of goodwill, the ability to find and train qualified
personnel, operational transitions, timing of new product introductions and the
cost of penetrating new markets and changes in product mix, may harm our
results of operations. As we seek to add new product lines to increase our
long term profitability, we cannot assure you that we will continue to
experience short-term profitability at historical rates or that we will not
experience temporary fluctuations in operations.
GOVERNMENT REGULATIONS AND REGULATORY ACTIONS COULD DISRUPT OUR OPERATIONS AND
HARM OUR BUSINESS.
Various local, state and federal government authorities, including
environmental, health and labor agencies, regulate our operations and products.
Changes in the laws and regulations governing our business may impose an
increased financial burden upon us which could harm our business or operations.
Additionally, actions by federal, state and local governments concerning
environmental or other matters could result in regulations that could increase
the cost of producing our products. Some of our operations are subject to
federal, state and local laws and environmental regulations that impose
limitations on the discharge of pollutants into the air. We cannot predict
with any certainty our future capital expenditure requirements relating to
environmental compliance because of continually changing compliance standards
and technology. We do not have insurance coverage for environmental
liabilities and do not anticipate obtaining such coverage in the future.
WE MAY FAIL TO EFFECTIVELY IDENTIFY AND RESOLVE SIGNIFICANT YEAR 2000 PROBLEMS
WITHIN OUR BUSINESS, OR IMPORTANT SUPPLIERS MAY BE UNABLE TO SUPPLY GOODS AND
SERVICES TO US DO TO YEAR 2000 PROBLEMS.
We may not accurately identify all potential Year 2000 problems within our
business, and the corrective measures that we implement may be ineffective or
incomplete. Any such problems could interrupt our ability to manufacture
products, process orders and ship products. Such consequences could
significantly harm our operations. Similar problems and consequences could
result if any of our key suppliers, such as carriers, manufacturers and
suppliers, experience Year 2000 problems.
OUR CURRENT DIRECTORS AND EXECUTIVE OFFICERS TOGETHER CONTROL APPROXIMATELY 55%
OF THE VOTING POWER OF THE COMMON STOCK AND HAVE GENERAL CONTROL OF MITY-LITE'S
AFFAIRS.
Approximately 55% of the outstanding shares of Common Stock are
beneficially owned by current directors and executive officers of Mity-Lite.
As a result, our current directors and officers 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 Mity-Lite and, generally, to direct its affairs.
<PAGE> 13
OUR UNISSUED PREFERRED STOCK AND THE APPLICATION OF THE UTAH CONTROL SHARES
ACQUISITION ACT COULD DISCOURAGE A CHANGE OF CONTROL OR OTHER CORPORATE ACTION.
The possibility of issuing Preferred Stock under certain circumstances
could delay or prevent a change of control or other corporate action in Mity-
Lite, and may dilute the interests of the holders of Common Stock. Our 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 we currently have no plans to issue shares of Preferred Stock.
The Utah Control Shares Acquisition Act applies to us and may discourage a
change in control of Mity-Lite without the shareholders' consent. The Control
Shares Acquisition Act 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 shareholders. We have not elected in our Articles of
Incorporation or Bylaws to not have the Utah Control Shares Acquisition Act
apply to us. Consequently, the Control Shares Acquisition Act will apply to
us.
FORWARD-LOOKING STATEMENTS.
Certain statements made above in this filing are "forward-looking
statements" within the meaning of Section 21E of the Exchange Act and Section
27A of the Securities Act. In addition, when used in this filing, the words or
phrases "expect," "intend," "will continue," "anticipate," "we believe,"
"estimate," "project" and similar expressions are intended to identify
"forward-looking statements" within the meaning of the Exchange Act and the
Securities Act.
Forward-looking statements include plans and objectives of management for
future operations, including plans and objectives relating to the products,
marketing, customers, product line expansions, manufacturing process and
potential acquisitions. These forward-looking statements involve risks and
uncertainties and are based on certain assumptions that may not be realized.
Actual results and outcomes may differ materially from those discussed or
anticipated. The forward-looking statements and associated risks set forth
herein and elsewhere in this filing relate to:
- Our intention to expand into new markets;
- Our ability to locate and consummate acquisitions of complementary
product lines or companies on terms acceptable to us and integrate
such acquisitions together with our recent acquisitions into our
operations;
<PAGE> 14
- Our expectation that we will be able to successfully address any
issues relating to the Year 2000 problem, including (a) our ability
to timely and adequately test our systems affected by the Year 2000
problem, and (b) our ability to remedy the material Year 2000
problems and remedy such problems in a manner that will not
materially harm our financial condition or results of operations;
- Our intention to expand and introduce new product lines to existing
customers; and
- Our expectation that we will be able to expand into new market
segments by developing new products or acquiring other products or
businesses in such segments.
All forward-looking statements involve predictions and are subject to
known and unknown risks and uncertainties, including those discussed in the
Risk Factors above, that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. We caution
you to not place undue reliance on any such forward-looking statements, which
speak only as of the date made.
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. We
will not receive any of the proceeds from the sale of the shares.
SELLING SHAREHOLDERS
Set forth below for each of the selling shareholders is the number of
shares of Common Stock that each of them may sell under this prospectus. As
directors or officers of Mity-Lite, all of the selling shareholders are
affiliates of Mity-Lite. The shares being offered under this prospectus were
acquired by the selling shareholders pursuant to the Mity-Lite, Inc. Employee
Retirement Plan or may be issued to the selling shareholders by exercising
options granted to them pursuant to the Mity-Lite, Inc. 1997 Stock Incentive
Plan. The number of shares of Common Stock offered for sale by each selling
shareholder may be updated in, and additional individuals who may be affiliates
of Mity-Lite may be added as selling shareholders hereunder by supplements
and/or amendments to this prospectus.
<PAGE> 15
=============================================================================
Number of Shares
Shares Number of Owned After
Beneficially Shares Being Offering
Name Owned(1) Offered Number Percent
=============================================================================
Gregory D. Dye(2), Corporate
secretary 10,035 10,035 0 0.00%
- -----------------------------------------------------------------------------
Paul R. Killpack(3),
Treasurer 13,225 13,225 0 0.00%
- -----------------------------------------------------------------------------
Kenneth Law(4), Vice
president, manufacturing 68,528 5,500 63,028 1.96%
- -----------------------------------------------------------------------------
Bradley T Nielson(5), Chief
financial officer and
chief operating officer 86,800 25,000 61,800 1.92%
- -----------------------------------------------------------------------------
Gregory L. Wilson(6),
President and chief
executive officer 855,704 20,000 835,704 26.08%
=============================================================================
(1) Includes securities that have been obtained by exercising stock options
granted under the provisions of the Mity-Lite, Inc. 1990 Stock Option Plan and
that are currently being held, securities that can be acquired by such person
upon the exercise of options granted under the Mity-Lite, Inc. 1990 Stock
Option Plan and the 1997 Stock Incentive Plan, securities held through the
Mity-Lite, Inc. Employee Retirement Plan (the "401-K plan") and shares
beneficially owned, but unrelated to the Plans.
(2) Includes 10,000 shares that can be issued to Mr. Dye from the exercise of
unvested options and 35 shares held by Mr. Dye through the 401-K plan. These
unvested options will vest one-quarter per year for four years beginning
January 2000.
(3) Includes 2,500 shares Mr. Killpack had the right to acquire within 60
days following July 1, 1999, 225 shares held by Mr. Killpack in the 401-K plan,
and 10,500 shares that can be issued to Mr. Killpack from the exercise of
unvested options. 2,500 unvested options vest each year for the next three
years beginning May 2000 and 750 unvested options vest each year for the next
four years beginning January 2000.
(4) Includes 9,987 shares obtained from the exercise of stock options, 300
shares owned individually by Mr. Law, 4,774 shares owned individually by Fern
Law, his spouse, 47,467 shares Mr. Law had the right to acquire within 60 days
following June 29, 1999, 333 shares Mrs. Law had the right to acquire within 60
days following June 29, 1999, 5,000 shares that can be issued to Mr. Law from
the exercise of unvested options, and 667 shares that can be issued to Mrs. Law
from the exercise of unvested options. 167 of Mrs. Law's unvested options will
vest in October 1999 with the remaining vesting one third per year for the
three years beginning July 2000. Mr. Law's unvested options will vest one-
quarter per year for four years beginning January 2000.
<PAGE> 16
(5) Includes 16,600 shares obtained from the exercise of stock options,
51,866 shares Mr. Nielson had the right to acquire within 60 days following
July 1, 1999, and 18,334 shares that can be issued to Mr. Nielson from the
exercise of unvested options. 3,334 of these unvested options will vest in May
2000 with the remaining options vesting one-quarter per year for four years
beginning January 2000.
(6) Includes 389,409 shares owned individually by Mr. Wilson, 435,209 shares
owned individually by his spouse, Kathleen Wilson, 11,086 shares held by
Kathleen Wilson as the custodian for the Wilson children and 20,000 shares that
can be issued to Mr. Wilson from the exercise of unvested options. These
unvested options will vest one-quarter per year for four years beginning
January 2000.
PLAN OF DISTRIBUTION
The selling shareholders may offer their shares from time to time 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,
at prices related to the then-current market price or in negotiated
transactions. Such broker-dealers may receive compensation in the form 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.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1999 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
<PAGE> 17
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article IV of our Amended and Restated Articles of Incorporation and
Article 9 of our Amended and Restated Bylaws, as amended by the First
Amendment to the Amended and Restated Bylaws, and in accordance with Section
16-10a-901 et seq. of the Utah Revised Business Corporation Act, as amended
(the "Utah Act"), provide that we may, to the maximum extent and in the manner
permitted by the Utah Act, as amended, indemnify an individual made a party to
a proceeding because he is or was a director of our Company against liability
incurred in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and whether formal or
informal, if the individual's conduct was in good faith, he reasonably believed
that his conduct was in, or not opposed to, our company's best interests, and,
in the case of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful. We may also indemnify any officer who is not also a
director to a greater extent, if not inconsistent with public policy and, if
provided for by the our Articles of Incorporation or Bylaws, by general or
specific action of its Board of Directors, or by contract.
We have also entered into Indemnification Agreements with our officers and
directors. These Indemnification Agreements are substantially similar in
effect to our Bylaws and Articles of Incorporation relative to providing
indemnification to the maximum extent allowed and in the manner permitted by
the Utah Act. Additionally, such Indemnification Agreements contractually bind
the Company with respect to indemnification and contain certain exceptions to
indemnification, but do not limit the indemnification available pursuant to the
Company's Bylaws or Articles of Incorporation or under the Utah Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling our
company pursuant to the foregoing provisions, we have been informed that in the
opinion of the Securities Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.
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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Mity-Lite, Inc. (the "Company") hereby incorporates by reference into this
registration statement the following documents or information filed with the
Securities Exchange Commission:
- Annual Report on Form 10-K for the fiscal year ended March 31, 1999
(including the portions of our Annual Report to Shareholders
incorporated by reference therein);
- Definitive Proxy Statement related to our Annual Meeting of
Shareholders filed on July 2, 1999;
<PAGE> 18
- The description of the Common Stock included in our registration
statement filed on Form 8-A pursuant to the Exchange Act dated
April 22, 1994;
- Current Report on Form 8-K filed on April 23, 1999; and
- Current Report on Form 8-K/A filed on June 16, 1999.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c) and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment which indicates that all shares of common stock offered have been
sold or which deregisters all then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and be part hereof
from the date of filing of such documents. 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 registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or 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 registration statement.
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 IV of the Company's Amended and Restated Articles of Incorporation
and Article 9 of the Company's Amended and Restated Bylaws, as amended by the
First Amendment to the Amended and Restated Bylaws, and in accordance with
Section 16-10a-901 et seq. of the Utah Revised Business Corporation Act, as
amended (the "Utah Act"), provide that the Company may, to the maximum extent
and in the manner permitted by the Utah Act, indemnify an individual made a
party to a proceeding because he is or was a director of the Company against
liability incurred in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, and
whether formal or informal, if the individual's conduct was in good faith, he
reasonably believed that his conduct was in, or not opposed to, the Company's
best interests, and, in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. The liability against
which indemnification is applicable is the liability incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine (including any excise
tax assessed with respect to an employee benefit plan), or reasonable expenses.
The termination of a proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, is not, of itself,
determinative that the individual's conduct was not in good faith, that the
individual did not reasonably believe that his conduct was in, or not opposed
to, the Company's best interests, or that, in the case of any criminal
proceeding, the individual had reasonable cause to believe his conduct was
unlawful. The Company may also indemnify any officer of the Company who is
not also a director to a greater extent, if not inconsistent with public policy
and, if provided for by the Company's Articles of Incorporation or Bylaws, by
general or specific action of its Board of Directors, or by contract.
<PAGE> 19
The Company may not indemnify an individual unless authorized and a
determination is made in the specific case that indemnification of the
individual is permissible in the circumstances because his conduct was in good
faith, he reasonably believed that his conduct was in, or not opposed to, the
Company's best interests, and, in the case of any criminal proceeding, he had
no reasonable cause to believe his conduct was unlawful. The Company may not
advance expenses to any individual to whom the Company may ultimately be
responsible for indemnification unless authorized in the specific case and
after the individual furnishes the following to the Company: (1) a written
affirmation of his good faith belief that his conduct was in good faith, that
he reasonably believed his conduct was in, or not opposed to, the Company's
best interests, and, in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful; and (2) a written
undertaking, executed personally or on his behalf, to repay the advance if it
is ultimately determined that he did not meet the standard of conduct
referenced in part (1) of this sentence. In addition to the individual
furnishing the aforementioned written affirmation and undertaking in order for
the Company to advance expenses, the determination must also be made that the
facts then known to those making the determination would not preclude
indemnification.
All determinations relative to indemnification must be made as follows:
(1) by the Board of Directors of the Company by a majority vote of those
present at a meeting at which a quorum is present, with only those directors
not parties to the proceeding being counted in satisfying the quorum
requirement; or (2) if a quorum cannot be obtained as contemplated in part (1)
of this sentence, by a majority vote of a committee of the Board of Directors
designated by the Board of Directors of the Company, which committee shall
consist of two or more directors who are not parties to the proceeding, except
that directors who are parties to the proceeding may participate in the
designation of the directors to serve on the
committee; or (3) by special legal counsel selected by the Board of Directors
or its committee in the manner prescribed in part (1) or part (2) of this
sentence (however, if a quorum of the Board of Directors cannot be obtained
under part (1) of this sentence and a committee cannot be designated under part
(2) of this sentence, then such special legal counsel shall be selected by a
majority vote of the full Board of Directors, in which selection directors who
are parties to the proceeding may participate); or (4) by the shareholders, by
a majority of the votes entitled to be cast by holders of qualified shares
present in person or by proxy at a meeting.
The Company has also entered into Indemnification Agreements with its
officers and directors. These Indemnification Agreements are substantially
similar in effect to the Company's Bylaws and Articles of Incorporation
relative to providing indemnification to the maximum extent allowed and in the
manner permitted by the Utah Act. Additionally, such Indemnification
Agreements contractually bind the Company with respect to indemnification and
contain certain exceptions to indemnification, but do not limit the
indemnification available pursuant to the Company's Bylaws or Articles of
Incorporation or under the Utah Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
<PAGE> 20
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1 Amended and Restated Articles of Incorporation
[incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form SB-2 (No. 33-76758-D)(the
"Form SB-2")]
4.2 Amended and Restated Bylaws (incorporated by reference
to Exhibit 3.2 to the Form SB-2)
4.3 Form of Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Form SB-2)
5 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Crowe, Chizek and Company LLP
23.3 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
(included in Exhibit 5)
24 Power of Attorney (included in the signature pages
hereto)
99.1 Summary Plan Description and Basic Plan Document for the
1995 Mity-Lite, Inc. Employee Retirement Plan
(incorporated by reference to the Exhibit 10.26 to the
Company's Form 10-KSB for the year ended March 31, 1996)
99.2 1997 Stock Incentive Plan and Form of Agreements
(incorporated by reference to Exhibit 10.32 to the
Company's Form 10-KSB for the year ended March 31, 1998
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 Securities Act of 1933;
<PAGE> 21
(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)
that, 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) of the
Securities Act of 1933 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; and
(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 required to be included in a
post-effective amendment by those paragraphs that is contained
in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 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 Securities Act of 1933, each
filing of the registrant's Annual Report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this 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.
<PAGE> 22
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 that 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
that Act and will be governed by the final adjudication of such
issue.
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 July 26, 1999.
MITY-LITE, INC.
(Registrant)
By: /s/ Gregory L. Wilson
Gregory L. Wilson
Its: President and Chief Executive
Officer
<PAGE> 23
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, July 26, 1999
Gregory L. Wilson President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Bradley T Nielson Chief Financial Officer and July 26, 1999
Bradley T Nielson Chief Operating Officer (Chief
Financial and Accounting
Officer)
/s/ Ralph E. Crump Director July 26, 1999
Ralph E. Crump
/s/ Pater Najar Director July 26, 1999
Peter Najar
/s/ C. Lewis Wilson Director July 26, 1999
C. Lewis Wilson
<PAGE> 24
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Amended and Restated Articles of Incorporation
[incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form SB-2 (No. 33-76758-D)
(the "Form SB-2")]
4.2 Amended and Restated Bylaws (incorporated by
Reference to Exhibit 3.2 to the Form SB-2)
4.3 Form of Stock Certificate (incorporated by reference
To Exhibit 4.1 to the Form SB-2)
5 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Crowe, Chizek and Company LLP
23.3 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
(included in Exhibit 5)
24 Power of Attorney (included in the signature page
hereto)
99.1 Summary Plan Description and Basic Plan Document for
the 1995 Mity-Lite, Inc. Employee Retirement Plan
(incorporated by reference to the Exhibit 10.26 to
The Company's Form 10-KSB for the year ended March
31, 1996)
99.2 1997 Stock Incentive Plan and Form of Agreements
(incorporated by reference to Exhibit 10.32 to the
Company's Form 10-KSB for the year ended March 31,
1998)
EXHIBIT 5
[LeBoeuf, Lamb, Greene & MacRae
L.L.P.]
(801) 320-6700
July 27, 1999
Mity-Lite, Inc.
1301 West 400 North
Orem, UT 84057
Ladies and Gentlemen:
You have requested our opinion as counsel for Mity-Lite, Inc., a Utah
corporation (the "Company"), in connection with the registration statement on
Form S-8 (the "Registration Statement"), which the Company proposes to file
with the Securities and Exchange Commission on or shortly after the date hereof
under the Securities Act of 1933 with respect to 500,000 additional shares (the
"Common Stock") of its common stock, $0.01 par value, to be issued pursuant to
the Company's 1997 Stock Incentive Plan (the "Plan").
In connection with this opinion, we have examined the Registration
Statement and such instruments, certificates, records and documents, and such
matters of law, as we have considered necessary or appropriate for the purposes
hereof. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformatiy to the original documents of all documents submitted to us as
copies and the authenticity of the orignals of such latter documents. As to
any fact material to our opinion, we have relied upon the aforesaid
Registration Statement, instruments, certificates, records and documents.
Upon the basis of such examination, and subject to the limitations and
qualifications contained in this opinion, we are of the opinion that, upon
issuance, delivery and payment therefor, in accordance with the terms of the
Plan, the Common Stock will be validly issued, fully paid and nonassessable.
This opinion is limited to the corporate laws of the State of Utah and the
Federal laws of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
We consent to the incorporation by reference in this Registration Statement of
Mity-Lite, Inc. on Form S-8 of our reports dated May 13, 1999, appearing in and
incorporated by reference in the Annual Report on Form 10-K of Mity-Lite, Inc.
for the year ended March 31, 1999 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
Deloitte & Touche LLP
Salt Lake City, Utah
July 23, 1999
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated May 4,
1999, which appears as an exhibit in Mity-Lite, Inc.'s Annual
Report on Form 10-K for the year ended March 31, 1999.
Crowe, Chizek and Company LLP
Elkhart, Indiana
July 26, 1999
See Exhibit 5 for Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
