<PAGE> 1
As filed with the Securities and Exchange Commission on August 18, 2000
Registration No. 33-____________
UNITED STATES
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. EMPLOYEE RETIREMENT PLAN
(Full title of the plans)
Copy to:
Gregory L. Wilson, President Nolan S. Taylor, Esq.
Mity-Lite, Inc. Dorsey & Whitney LLP
1301 West 400 North Wells Fargo Plaza
Orem, Utah 84057 170 South Main Street, Suite 925
Telephone: (801) 224-0589 Salt Lake City, Utah 84101
(Name, address, including zip code, Telephone: (801) 350-3581
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 50,000 $10.03(1) $501,563 $132.41
</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
August 14, 2000.
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. 333-83883) filed July 28, 1999.
<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 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.
50,000 Shares of
Common Stock
-------------------------
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 August 14, 2000, the last sale of the common stock as reported on
the Nasdaq National Market was $10.00 per share.
INVESTING IN THE COMMON STOCK INVOLVES RISK. FOR MORE INFORMATION, SEE
"RISK FACTORS" BEGINNING ON PAGE 11 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 August 18, 2000.
<PAGE> 5
TABLE OF CONTENTS
PAGE
Available Information.....................................................6
Incorporation of Information We File With the SEC.........................6
The Company...............................................................8
Risk Factors.............................................................11
Use of Proceeds..........................................................15
Selling Shareholders.....................................................15
Plan of Distribution.....................................................17
Experts..................................................................17
Indemnification of Directors and Officers................................17
Legal Matters............................................................18
<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 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, 2000
(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 6, 2000;
- 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 March 31, 2000;
- Current Report on Form 8-K filed on April 14, 2000;
- Current Report on Form 8-K/A filed on June 13, 2000; and
- Quarterly Report on From 10-Q for the fiscal period ended June 30,
2000 filed on August 11, 2000.
<PAGE> 7
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;
- 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
<PAGE> 8
THE COMPANY
Mity-Lite designs, manufactures and markets innovative institutional
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, folding chairs and other related products used in
multipurpose rooms. We have developed and currently manufacture and market 50
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.
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
three lines of stacking chairs: the MityTuff(R), the MityStack(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 smile-bend frame which creates a curved seat for increased
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 stacking chair lines
from other suppliers and market them under the Mity-Lite name.
<PAGE> 9
FOLDING CHAIRS. In November 1999, we introduced a new line of folding
chairs under the trade name of SwiftSet(TM). We manufacture these chairs in-
house. The SwiftSet(TM) has a plastic seat and back which are designed to be
more comfortable and lightweight than other folding chairs. Its rugged S-
shaped steel frame also provides added aesthetics and durability.
ACCESSORIES. In addition to lightweight, durable tables, stacking
chairs, and folding chairs, we manufacture and/or market accessory products
including table and chair carts, tablecloths, skirting and skirting clips.
SPECIALTY OFFICE SEATING AND OFFICE SYSTEMS
DO GROUP - SYSTEMS FURNITURE. In March 1997, we acquired a 49.9%
interest in DO Group, Inc., a privately-held manufacturer of specialty office
seating and office panel systems headquartered in Elkhart, Indiana with
manufacturing facilities in Elkhart, Indiana, and Marked Tree, Arkansas. We
acquired the remaining 50.1% interest in April 2000. 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. On April 1,
2000, we merged DO Group and C Core. The new subsidiary is called DO Group,
Inc. and has been organized into two divisions - systems and dispatch seating.
Our DO Group - Systems division, located in Marked Tree, Arkansas,
consists of the pod-style panel systems resulting from CenterCore as well as
the open-plan systems panel furniture, free standing computer furniture, panel
clusters, and other related products from DO Group. DO Group - Systems
division markets its products under the Domore(TM), DO3(TM) Systems,
Spacemaker2000(TM) Systems, CenterCore(TM) and the Tec2000(TM) Systems
tradenames.
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.
As a result of the CenterCore acquisition, we also 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.
<PAGE> 10
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.
DO GROUP - DISPATCH SEATING PRODUCTS. DO Group - Dispatch Seating
divison's products consist of dispatch seating, big and tall seating,
auditorium seating, task seating, ergonomic seating, custom fit seating,
secretarial seating, stacking chairs and other related products. DO Group -
Dispatch seating markets its products under the Domore(TM), Domore Dispatch
Seating(TM), JG Auditorium Seating(TM), Corel Corporate Seating(TM) and
DesignSeating(TM) trade names.
Our seating products 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. We believe that it provides the only
office seating tested to 800 pounds capacity in today's market. Through our JG
Auditorium Seating line, we offer 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 our Corel product line, we offer 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 ten 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 standard health care seating products.
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 Chorea
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.
<PAGE> 11
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. Our revenues have grown significantly since 1998. We also
recently added substantial operations through the Broda Enterprises,
CenterCore, and DO Group 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.
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 institutional
furniture that can be purchased or manufactured in a cost efficient manner and
sold at competitive prices in our markets. 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
sales and customer service staffs and to locate and hire qualified personnel.
We cannot assure you that we will be able to expand our product lines or our
sales forces and further penetrate our markets.
<PAGE> 12
SHORTAGES OR INTERRUPTIONS IN THE SUPPLY OF RAW MATERIALS COULD HARM OUR
PRODUCTION SCHEDULE AND OPERATIONS.
In some of our 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. 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 1.5 percent of
net sales or $373,000 in fiscal 1998, 1.6 percent of net sales or $463,000 in
fiscal 1999, and 1.2 percent of net sales or $574,000 in fiscal 2000. 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,
Broda Enterprises, and DO Group, Inc. As a result, we may fail to accurately
predict our future warranty service costs for such products.
OUR ACQUISITION AND MERGER OF DO GROUP AND C CORE OPERATIONS MAY TEMPORARILY
HARM OUR OPERATIONS.
As part of our acquisition of CenterCore, we moved its manufacturing
operations to Marked Tree, Arkansas. We have not yet fully integrated the
CenterCore products into our production system. We cannot assure you that
CenterCore's operations will not be harmed during this transition or that this
transition will not harm our operations as a whole.
After we acquired the remaining 50.1% interest in DO Group, Inc., we
merged DO Group and C Core. This new subsidiary, called DO Group, Inc. has
been organized into two divisions - dispatch seating and systems. Our DO
Group - Dispatch Seating division, located in Elkhart, Indiana, consists of
dispatch seating, big and tall seating, auditorium seating, task seating,
ergonomic seating, custom fit seating, secretarial seating, stacking chairs,
dispatch systems and other related products from DO Group. Our DO Group -
Systems division, located in Marked Tree, Arkansas, consists of all of the
pod-style panel systems resulting from CenterCore as well as the open-plan
systems panel furniture, free standing computer furniture, panel clusters, and
other related products from DO Group. We cannot assure you that we will be
able to successfully combine these two operations in our Arkansas facility.
<PAGE> 13
We have experienced various operational challenges with this acquisition.
These challenges include increasing labor, material and overhead costs, lower
sales prices, operational inefficiencies, information system problems, and one
time related costs which have significantly impacted our gross margin and
customer service. Also, inventory and accounts receivable balances have
increased significantly. We have started the process of restructuring the
management team at DO Group and implementing information system policies and
controls which will better allow us to control the DO Group operations. The
changes being made are ongoing and management currently believes that it will
take another six to nine months before the changes are fully in effect.
However, there can be no assurance that management will be successful in
restructuring these operations and restoring the DO Group customer base.
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.
OUR CURRENT DIRECTORS AND EXECUTIVE OFFICERS TOGETHER CONTROL APPROXIMATELY
52% OF THE VOTING POWER OF OUR COMMON STOCK AND HAVE GENERAL CONTROL OF MITY-
LITE'S AFFAIRS.
Approximately 52% of the outstanding shares of our 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> 14
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
statement" 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;
- 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.
<PAGE> 15
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. 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.
=============================================================================
Number of
Shares
Beneficially
Name Owned(1) Percent
=============================================================================
Gregory D. Dye(2), Corporate
secretary 15,107 * 0.00%
-----------------------------------------------------------------------------
Paul R. Killpack(3),
Treasurer 19,965 * 0.00%
-----------------------------------------------------------------------------
Kenneth Law(4), Vice
president, manufacturing 102,392 1.91%
-----------------------------------------------------------------------------
Bradley T Nielson(5), Chief
financial officer and
chief operating officer 160,200 2.99%
-----------------------------------------------------------------------------
Gregory L. Wilson(6),
President and chief
executive officer 1,279,505 23.92%
* less than one percent.
<PAGE> 16
(1) Includes shares that have been purchased 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 3,750 shares Mr. Dye had the right to acquire within 60 days
following August 18, 2000, 11,250 shares that can be issued to Mr. Dye from
the exercise of unvested options and 77 shares held by Mr. Dye through the
401-K plan. These unvested options will vest one-third per year for three
years beginning January 2001.
(3) Includes 8,625 shares Mr. Killpack had the right to acquire within 60
days following August 18, 2000, 465 shares held by Mr. Killpack in the 401-K
plan, and 10,875 shares that can be issued to Mr. Killpack from the exercise
of unvested options. 3,750 unvested options vest each year for the next two
years beginning May 2001 and 1,125 unvested options vest each year for the
next three years beginning January 2001.
(4) Includes 14,980 shares obtained from the exercise of stock options, 450
shares owned individually by Mr. Law, 6,761 shares owned individually by Fern
Law, his spouse, 73,076 shares Mr. Law had the right to acquire within 60 days
following August 18, 2000, 999 shares Mrs. Law had the right to acquire within
60 days following August 18, 2000, 5,625 shares that can be issued to Mr. Law
from the exercise of unvested options, and 501 shares that can be issued to
Mrs. Law from the exercise of unvested options. 250 of Mrs. Law's unvested
options will vest in July 2001 with the remaining vesting in July 2002. Mr.
Law's unvested options will vest one-third per year for three years beginning
January 2001.
(5) Includes 24,900 shares obtained from the exercise of stock options,
88,425 shares Mr. Nielson had the right to acquire within 60 days following
August 18, 2000, and 46,875 shares that can be issued to Mr. Nielson from the
exercise of unvested options. 16,785 unvested options will vest one-third per
year for three years beginning January 2001. 30,000 unvested options will
vest one-quarter per year for four years beginning August 2001.
(6) Includes 584,113 shares owned individually by Mr. Wilson, 648,763 shares
owned individually by his spouse, Kathleen Wilson, 16,629 shares held by
Kathleen Wilson as the custodian for the Wilson children, 7,500 shares Mr.
Wilson had the right to acquire within 60 days following August 18, 2000, and
22,500 shares that can be issued to Mr. Wilson from the exercise of unvested
options. These unvested options will vest one-third per year for three years
beginning January 2001.
<PAGE> 17
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 schedule
incorporated in this prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended March 31, 2000 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.
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.
<PAGE> 18
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 Dorsey & Whitney LLP, Wells Fargo Plaza, 170 South Main Street,
Suite 925, Salt Lake City, Utah 84101.
<PAGE> 19
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, 2000
(including the portions of our Annual Report to Shareholders
incorporated by reference therein);
- Quarterly Report on Form 10-Q for the fiscal year ended June 30, 2000
filed on August 11, 2000.
- Definitive Proxy Statement related to our Annual Meeting of
Shareholders filed on July 6, 2000;
- 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 March 31, 2000;
- Current Report on Form 8-K filed on April 14, 2000;
- Current Report on Form 8-K/A filed on June 13, 2000; and
All documents subsequently filed by the Company of the Company's Employee
Retirement Plan (the "401(K) Plan ") 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.
<PAGE> 20
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.
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.
<PAGE> 21
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> 22
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 Dorsey & Whitney LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Crowe, Chizek and Company LLP
23.3 Consent of Dorsey & Whitney LLP
(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)
<PAGE> 23
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;
(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.
<PAGE> 24
(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.
(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.
<PAGE> 25
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 August 18,
2000.
MITY-LITE, INC.
(Registrant)
By: /s/ Gregory L. Wilson
Gregory L. Wilson
Its: President and Chief Executive
Officer
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 August 18, 2000.
MITY-LITE, INC. EMPLOYEE RETIREMENT PLAN
(Plan)
By: /s/ Gregory L. Wilson
Gregory L. Wilson
Its: Trustee
<PAGE> 26
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 18, 2000
Gregory L. Wilson President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Bradley T Nielson Chief Financial Officer and August 18, 2000
Bradley T Nielson Chief Operating Officer (Chief
Financial and Accounting
Officer)
/s/ Ralph E. Crump Director August 18, 2000
Ralph E. Crump
/s/ Pater Najar Director August 18, 2000
Peter Najar
/s/ C. Lewis Wilson Director August 18, 2000
C. Lewis Wilson
<PAGE> 27
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 Dorsey & Whitney LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Crowe, Chizek and Company LLP
23.3 Consent of Dorsey & Whitney LLP
(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)
