As filed with the Securities and Exchange Commission on March 27, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PALM HARBOR HOMES, INC.
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 59-1036634
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
15303 DALLAS PARKWAY 75248
SUITE 800 (Zip Code)
DALLAS, TEXAS
(Address of Principal
Executive Officers)
PALM HARBOR HOMES, INC. EMPLOYEE SAVINGS PLAN
(Full Title of the Plan)
LEE POSEY
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
PALM HARBOR HOMES, INC.
15303 DALLAS PARKWAY
SUITE 800
DALLAS, TEXAS 75248
(Name and Address of Agent for Service)
(972) 991-2422
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
GINA E. BETTS, ESQ.
LIDDELL, SAPP, ZIVLEY, HILL
& LaBOON, L.L.P.
2200 ROSS AVENUE, SUITE 900
DALLAS, TEXAS 75201
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Tile of Securities to be Amount to be Offering Price Aggregate Registration
registered (1) Registered Per Share Offering Price (2) Fee (3)
- -------------- ---------- --------- ------------------ -------
<S> <C> <C> <C> <C>
Common Stock, par N/A N/A $10,000,000 $3,031
value $0.01 per share
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Calculated pursuant to Rule 457(o).
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to Part 1 of
Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to Part 1 of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed with the Securities
and Exchange Commission (the "Commission") are hereby incorporated in this
Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Securities Act"),
that contains audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by Registrant's
latest annual report or prospectus referred to in (a) above.
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the
Commission on June 6, 1995, filed pursuant to Section 12(g) of the
Exchange Act, together with any amendment or report filed with the
Commission for the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant or by the
Plan pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act
(including the Plan's latest annual report) prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all such securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such reports and documents.
Any statement contained herein or 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 or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any 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.
The Registrant has authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify its directors and officers to the extent provided
for in such statute. The Registrant's Restated Articles of Incorporation provide
that the Registrant shall indemnify its officers and directors to the fullest
extent permitted by law. The Registrant has also entered into an agreement with
each of its directors and certain of its officers wherein it has agreed to
indemnify each of them to the fullest extent permitted by law.
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<PAGE>
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care as a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of criminal
law, unless the director has reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful; (b) deriving an
improper personal benefit from a transaction; (c) voting for or assenting to an
unlawful distribution; and (d) willful misconduct or conscious disregard for the
best interests of the Registrant in a proceeding by or in the right of the
Registrant to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibit is filed herewith:
23.1 Consent of Ernst & Young LLP.
The Company shall submit or has submitted the Plan and any amendment thereto to
the Internal Revenue Service (the "IRS") in a timely manner and to make all
changes required by the IRS in order to qualify the Plan under Section 401 of
the Internal Revenue Code.
ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
(a) 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. 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 and
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20 percent 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 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.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling
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<PAGE>
persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Dallas, State of Texas, on this 21st day of March,
1997.
PALM HARBOR HOMES, INC.
/s/ Lee Posey
Lee Posey
Chairman of the Board and
Chief Executive Officer
Each person whose signature appears below constitutes and appoints Lee Posey and
Kelly Tacke, and each of them, his true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, severally, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Lee Posey Chairman of the Board and Chief
- --------------
Lee Posey Executive Officer March 21, 1997
/s/ Kelly Tacke Vice President - Finance and Chief
- -------------------
Kelly Tacke Financial Officer March 21, 1997
/s/ William R. Thomas
- ---------------------
William R. Thomas Director March 21, 1997
/s/ John H. Wilson
- ------------------
John H. Wilson Director March 21, 1997
/s/ Larry H. Keener
- -------------------
Larry H. Keener Director March 21, 1997
/s/ A. Gary Shilling
- --------------------
A. Gary Shilling Director March 21, 1997
/s/ Walter D. Rosenberg
- -----------------------
Walter D. Rosenberg Director March 21, 1997
/s/ Frederick R. Meyer
- ----------------------
Frederick R. Meyer Director March 21, 1997
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<PAGE>
/s/ Scott W. Chaney Director March 21, 1997
- -------------------
Scott W. Chaney
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the trustee of the
Palm Harbor Homes, Inc. Employee Savings Plan has duly caused this Registration
Statement to be signed on behalf of the Plan by the undersigned, thereunto duly
authorized in the City of Covington, State of Kentucky, on March 21, 1997.
FIDELITY MANAGEMENT TRUST COMPANY
By: /s/ Wayne Isaacs
Wayne Isaacs
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
23.1 Consent of Ernst & Young LLP.
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated May 3, 1996, with respect to the consolidated
financial statements of Palm Harbor Homes, Inc. incorporated by reference in its
Annual Report (Form 10-K) for the year ended March 29, 1996 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young, LLP
Ernst & Young, LLP
Dallas, Texas
March 27, 1997
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