As filed with the Securities and Exchange Commission on February 3, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FEATHERLITE MFG., INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1621676
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Highways 63 and 9
Cresco, Iowa 52136
(319) 547-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Conrad D. Clement
President and Chief Executive Officer
Featherlite Mfg., Inc.
Highways 63 & 9
P.O. Box 320
Cresco, Iowa 52136
(319) 547-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Timothy M. Heaney, Esq.
William K. Sjostrom, Jr., Esq.
Fredrikson & Byron, P.A.
1100 International Centre
900 Second Avenue South
Minneapolis, Minnesota 55402
(612) 347-7000
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being offered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [ X ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed
Proposed Maximum Maximum Amount of
Amount Offering Price per Aggregate Registration
Title of Securities to be Registered to be Registered(1) Unit(2) Offering Price Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock to be offered by 300,000 $6.45 $1,935,000 $587.00
Selling Shareholder
================================================================================================================
</TABLE>
(1) For purposes of calculating the registration fee pursuant to Rule
457(c) under the Securities Act of 1933, such amount is based upon the
average of the high and low prices of the registrant's Common Stock on
January 30, 1997 (a date within five business days prior to the date of
filing).
The registrant amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
FEATHERLITE MFG., INC.
300,000 Shares of Common Stock
This Prospectus relates to the offer and sale of up to 300,000 shares
of Common Stock, par value of $.01 per share, (the "Shares"), of Featherlite
Mfg., Inc., a Minnesota corporation ("Featherlite" or the "Company") by a
certain Selling Shareholder (the "Selling Shareholder"). See "Selling
Shareholder." The Company will not receive any proceeds from the sale of any
Shares offered hereby.
The Company will bear all expenses of the offering (estimated to be
$10,000), except that the Selling Shareholder will pay any applicable
underwriter's commissions and expenses, brokerage fees or transfer taxes, as
well as any fees and disbursements of counsel and experts for the Selling
Shareholder. The Company and the Selling Shareholder have agreed to indemnify
each other against certain liabilities, including liabilities arising under the
Securities Act.
The Company's Common Stock is traded on the Nasdaq National Market(R)
under the symbol "FTHR." The closing bid price of the Company's Common Stock on
January 30, 1997, as reflected on the Nasdaq National Market(R) was $6.50 per
share.
-----------------------
FOR INFORMATION CONCERNING CERTAIN RISKS RELATING
TO AN INVESTMENT IN THE COMPANY'S COMMON STOCK
SEE "RISK FACTORS" BEGINNING ON PAGE 6.
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February 3, 1997.
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No person is authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
Prospectus, in connection with the offering contemplated hereby, and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other than the
registered securities to which it relates. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any securities in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof or that the information contained or incorporated by reference herein is
correct as of any time subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C., 20549, and at the Commission's regional offices in New York (7
World Trade Center, Suite 1300, New York, New York 10048) and Chicago (Suite
1400, Northwestern Atrium Center, 500 West Madison, Chicago, Illinois 60661).
Copies of such material can be obtained from the Public Reference Section of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Registration Statement and the Company's Exchange Act
filings may also be accessed through the Commission's web site
(http://www.sec.gov).
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
hereby incorporated by reference in this Prospectus:
1. The Company's annual report on Form 10-K (Commission File No.
0-24804) for its 1995 fiscal year ended December 31, 1995.
2. The Company's report on Form 8-K (Commission File No. 0-24804)
filed July 11, 1996.
3. The Company's report on Form 8-K/A No. 1 (Commission File No.
0-24804) filed September 13, 1996.
4. The Company's quarterly report on Form 10-Q (Commission File
No. 0-24804) for its fiscal quarter ended September 30, 1996.
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5. The description of the Company's Common Stock, $.01 par value,
which is contained in the Company's Registration Statement on
Form S-1 (Commission File No. 0-24804) filed under the
Securities Act of 1933, as amended, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Shares shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated by
reference or deemed to be incorporated by reference in this Prospectus shall be
deemed to be modified or superseded for all purposes of this Prospectus to the
extent that a statement contained herein, therein or in any 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 Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (not including the exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to Jeffery A. Mason,
Chief Financial Officer, Featherlite Mfg., Inc., Highways 63 and 9, Cresco, Iowa
52136; Telephone (319) 547-6000.
THE COMPANY
Featherlite Mfg., Inc. (the "Company") was organized by current
management as a Minnesota corporation in 1988 to acquire the assets of a
non-affiliated business which manufactured trailers since the early 1970s under
the FEATHERLITE(R) brand name. The Company designs, manufactures and markets
over 400 models of both custom made and standard model specialty aluminum and
steel trailers through a network of approximately 290 dealers located in the
United States and Canada. Its product lines vary from an eight-foot livestock
trailer to a specially designed trailer which houses a rare traveling museum
exhibition or a custom designed trailer to transport race cars, spare parts,
tools and work shops of race car owners and drivers.
In 1996, the Company acquired the assets of Vantare International, Inc.
and began manufacturing and marketing custom luxury motorcoaches under the
tradename Vantare by Featherlite(TM). These coaches are made from a bus shell
for conversions that is purchased and then completed by Featherlite to provide
an interior designed to the customer's specifications. Retail selling prices
range from $500,000 to $900,000 or more. The Company also sells used coaches
which are taken as trade-ins or on a consignment basis.
The Company markets its primary trailer products under the
FEATHERLITE(R) brand name. FEATHERLITE(R) trailers are made of aluminum, which
differentiates the Company from most of its competitors that primarily make
steel trailers. Aluminum trailers are superior to steel in terms of weight,
durability, corrosion resistance, maintenance and weight-to-load ratio.
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Although the Company's focus is on manufacturing and marketing aluminum
trailers, it also markets lines of steel and composite steel and aluminum
trailers under the FEATHERLITE- STL(TM) (formerly ECONOLITE(TM)) and DIAMOND
D(TM) brands in order to provide dealers and customers with a high quality, but
less expensive, alternative to the aluminum trailer brand. Management believes
that the Company's growth is being caused by overall market expansion and by the
Company increasing its shares of a fragmented market. Demand for the Company's
products is being partially driven by the lifestyles, hobbies and events that
are important to Featherlite's target customers. Growth in those product and
service categories which could use or require a high quality trailer is creating
increased demand for the Company's products. Those categories include pickup
trucks, sport utility vehicles, all-terrain-vehicles, personal watercraft and
snowmobiles; auto races, classic car shows and motorcycle rallies; hobby farming
and raising and showing horses; art and craft fairs and expositions; and vending
trailers for selling crafts, food and other concessions, such as T-shirts or
novelty items. Examples of other users of the Company's trailers include lawn
care services, house painters, construction crews, traveling museum exhibitions,
concert tours, musical groups and fiber optic utility crews that require clean
environments in which to splice and store cable.
The Company continually monitors the market for opportunities to
introduce new and innovative designs. Featherlite pioneered the introduction of
standard model aluminum horse and livestock trailers, which traditionally had
been custom made. It has also responded to the increasing demand for customizing
the interiors of trailers, a capability which helps distinguish the Company from
its competition. Typical interiors range from simple, such as a dressing room,
closet and mirror in the nose of a horse trailer, to sophisticated, such as
upholstered seating and sleeping areas, kitchens, bathrooms and modern
electronics, including fax machines, cellular phones and satellite dishes, in
race car transporters and luxury custom coaches. In addition, Featherlite
refines the products it already offers by introducing new features to satisfy
the increasing demands of its customers.
The Company pays special attention to its target customers and attempts
to reach them through a variety of media. Unlike most of its competition,
Featherlite is large enough to benefit from national advertising and sponsorship
of major events which are visible to its customers. These sponsorships include
Featherlite's designation as the "Official Trailer of NASCAR" and the "Official
Trailer of CART, IRL, ARCA, ASA, World of Outlaws and the Indianapolis Motor
Speedway" and association with the All American Quarter Horse Congress, the
International Arabian Horse Association and others. Featherlite intends to
expand its promotional activities as the Company enters new markets.
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RISK FACTORS
In addition to the other information in this Prospectus, the following
risk factors should be considered carefully by prospective investors evaluating
the Company and its business before purchasing the Shares.
Competition
The specialty trailer industry is highly competitive. Competition in
this industry is based on brand name recognition, quality, price, reliability,
product design features, breadth of product line, warranty and service. There
are no significant technological or manufacturing barriers to enter into the
production of steel trailers and only moderate barriers to the production of
aluminum trailers. The luxury motorcoach industry is highly competitive with ten
or more manufacturers. Competition in this industry is based primarily on
quality and price although other factors such as brand name, reliability, design
features, warranty and service are also important. Certain of the Company's
competitors and potential competitors have greater financial and other resources
than the Company.
Dependence on Key Personnel
The Company's success is highly dependent on its senior management,
including Conrad D. Clement, President and Chief Executive Officer, and Michael
Guth, President of the Vantare Division of Featherlite. The loss of Mr.
Clement's or Mr. Guth's services could adversely affect the Company. The Company
does not carry any key man life insurance on any of its officers or employees.
Supplier Relationships and Prices
The Company purchases substantial amounts of aluminum extrusions from
two major suppliers and the majority of its sheet metal from two large
distribution centers. In the event that one or more of these suppliers were
unable to deliver raw materials to the Company, the Company's production and
profits could be materially and adversely affected. Increases in prices of
aluminum and other supplies may adversely affect sales of the Company's
products.
Reliance on Manufacturer
The Company purchases motorcoach shells principally from one
manufacturer. In the event that this manufacturer was unable to deliver
motorcoach shells to the Company, the Company's revenues and profits could be
materially and adversely affected.
Product Liability
Although the Company has never been required to pay any significant
amount in a product liability action, as a manufacturing company it is subject
to an inherent risk of product liability claims. The Company maintains product
liability insurance policies, but there is no assurance that its coverage will
continue to be available at an acceptable price or be sufficient to protect the
Company from adverse financial effects in the event of product liability claims.
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Government Regulation and Product Standards
The Company and its products are subject to various foreign, federal,
state and local laws, rules and regulations. The Company builds its trailers to
standards of the federal Department of Transportation and the National Trailer
Manufacturers Association. The Company is also governed by regulations relating
to employee safety and working conditions and other activities. A change in any
such laws, rules, regulations or standards, or a mandated federal recall by the
National Highway Transportation Safety Board, could have material adverse effect
on the Company.
Aircraft Purchases and Sales
The Company is a licensed aircraft dealer and believes that dealing in
used aircraft is complementary to its principal business. The purchase, sale,
use and operation of aircraft, and the volatility in the sales volume and value
of aircraft, create risks to the Company and its operating results. The Company
maintains liability insurance relating to its aircraft, but there is no
assurance that its coverage will continue to be available at an acceptable price
or be sufficient to protect the Company from adverse financial effects in the
event of claims.
Facilities Utilization
The Company has substantially expanded its facilities over the past two
years through the construction of larger facilities in Cresco, Iowa, the
acquisition of assets of Diamond D (primarily for the manufacture of steel
trailers) and the acquisition of assets of Vantare International, Inc. in
Sanford, Florida (for the manufacture of luxury motorcoaches). The Company's
profit margins will depend in part on its ability to maintain unit sales volume
and fully utilize its new facilities.
Future Capital Needs
The Company's future capital requirements will depend on many factors,
including cash flow from operations and the Company's ability to market its
products successfully. Sources of debt financing may result in higher interest
expense. Any financing, if available, may be on terms unfavorable to the
Company.
Absence of Dividends
Although the Company made cash distributions while it was taxable as an
S Corporation, it does not intend to pay any other cash dividends in the
foreseeable future. The Company intends to retain all earnings, if any, to
invest in the Company's operations. Subject to contractual restrictions, the
payment of dividends is within the discretion of the Company's Board of
Directors and will depend upon the earnings, capital requirements and operating
and financial condition of the Company, among other factors. The Company is a
party to certain loan agreements which prohibit the payment of any dividends
without the lenders' prior consent.
7
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USE OF PROCEEDS
The Company will not receive any proceeds from the sale of any of the
Shares offered hereby.
SELLING SHAREHOLDER
The Selling Shareholder acquired shares in connection with the
acquisition by the Company of substantially all the assets of Vantare
International, Inc., a manufacturer of luxury custom coaches previously owned by
the Selling Shareholder and subsequently dissolved. The Shares covered by this
Prospectus are being registered to permit public secondary trading of the Shares
and the Selling Shareholder may offer the shares for resale from time to time.
See "Plan of Distribution."
Since July 1, 1996, the Selling Shareholder has served as President of
the Vantare Division of Featherlite.
<TABLE>
<CAPTION>
Before the Offering After the Offering
--------------------------------- ---------------------------------
Shares Percentage of Shares Shares Percentage of
Beneficially Outstanding Being Beneficially Outstanding
Name and Address of Owned(1) Shares(1) Offered Owned(1) Shares(1)
Beneficial Owner
<S> <C> <C> <C> <C> <C>
Michael Guth 300,000 4.8% 300,000 -0- -0-
1550 Dolgner Place
Sanford, Florida 32771
</TABLE>
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(1) Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire them as of the date of this Prospectus,
or within 60 days of such date, are treated as outstanding when
determining the percent of the class owned by such individual.
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PLAN OF DISTRIBUTION
The Selling Shareholder has advised the Company that all or a portion
of the Shares offered by the Selling Shareholder hereby may be sold from time to
time by the Selling Shareholder or by pledges, donees, transferees or other
successors in interest. Such sales may be made in the over-the-counter market or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The Shares may be sold
by one or more of the following means: (a) ordinary brokerage or market making
transactions and transactions in which the broker or dealer solicits purchasers;
(b) block trades in which the broker or dealer so engaged will attempt to sell
the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; and (c) purchases by a broker or dealer
as principal and resales by such broker or dealer for its account pursuant to
this Prospectus. In effecting sales, brokers or dealers engaged by the Selling
Shareholder may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from the Selling Shareholder in
amounts to be negotiated immediately prior to the sale. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales. In addition, any securities covered by this Prospectus which qualify for
sale pursuant to Rule 144 under the Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
The Company and the Selling Shareholder have agreed to indemnify each
other against certain liabilities, including liabilities arising under the
Securities Act.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following expenses will be paid by the Company in connection with
the distribution of the shares registered hereby. The Company is paying all of
the Selling Shareholder's expenses related to this offering, except the Selling
Shareholder will pay any applicable broker's commissions and expenses, transfer
taxes, as well as fees and disbursements of counsel and experts for the Selling
Shareholder. All of such expenses, except for the SEC Registration Fee, are
estimated.
SEC Registration Fee ..................................$ 587
NASD Fee ...................................................0
Nasdaq listing fee .........................................0
Legal Fees and Expenses ................................5,000
Underwriter's Accountable Expenses .........................0
Accountants' Fees and Expenses .........................2,000
Printing Expenses ......................................2,000
Blue Sky Fees and Expenses ............................... 0
Miscellaneous .......................................... 413
Total .......................................$10,000
Item 15. Indemnification of Directors and Officers.
Section 302A.521, subd. 2, of the Minnesota Statutes requires the
Company to indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
with respect to the Company, against judgments, penalties, fines, including,
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with the
proceeding with respect to the same acts or omissions if such person (1) has not
been indemnified by another organization or employee benefit plan for the same
judgments, penalties or fines; (2) acted in good faith; (3) received no improper
personal benefit, and statutory procedure has been followed in the case of any
conflict of interest by a director; (4) in the case of a criminal proceeding,
had no reasonable cause to believe the conduct was unlawful; and (5) in the case
of acts or omissions occurring in the person's performance in the official
capacity of director or, for a person not a director, in the official capacity
of officer, board committee member or employee, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of performance
by a director, officer or employee of the Company involving service as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition of the proceeding in certain instances. A decision
as to required indemnification is made by a disinterested majority of the Board
of Directors present at a meeting at which a disinterested quorum is present, or
by a designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.
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<PAGE>
Provisions regarding indemnification of officers and directors of the
Company are contained in Article 9 of the Company's Articles of Incorporation,
as amended and Article 5 of the Company's Bylaws each of which are incorporated
herein by reference.
The Company and Selling Shareholder listed herein, have agreed to
indemnify, under certain conditions, each other against certain liabilities
arising under the Securities Act.
Item 16. Exhibits
See Exhibit Index on page following signatures.
Item 17. 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 to:
(i) Include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) 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, represents a fundamental change in the
information set forth in the Registration Statement;
(iii) 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) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs 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 the Registration
Statement.
(2) That, for the purposes 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.
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<PAGE>
(3) 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.
(b) 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 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 final
adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form
of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus 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.
(d) 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 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.
II - 3
<PAGE>
SIGNATURES
In accordance with 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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cresco, State of Iowa, on January 30, 1997.
FEATHERLITE MFG., INC.
By /s/ Conrad D. Clement
Conrad D. Clement, President and
Chief Executive Officer
POWER OF ATTORNEY
Conrad D. Clement, Jeffery A. Mason, Tracy J. Clement, Donald R.
Brattain, Thomas J. Winkel, Kenneth D. Larson and John H. Thomson, each hereby
constitutes and appoints any one or both of Conrad D. Clement and Jeffery A.
Mason, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post- effective
amendments) to the 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 attorney-in- fact and
agent 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 attorney-in-fact or his substitute may lawfully do or
cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the date stated.
Signature Title Date
/s/ Conrad D. Clement President, Chief Executive January 30, 1997
Conrad D. Clement Officer and Director
/s/ Jeffery A. Mason Chief Financial Officer and January 30, 1997
Jeffery A. Mason Director
/s/ Tracy J. Clement Executive Vice President and January 30, 1997
Tracy J. Clement Director
/s/ Donald R. Brattain Director January 30, 1997
Donald R. Brattain
/s/ Thomas J. Winkel Director January 27, 1997
Thomas J. Winkel
/s/ Kenneth D. Larson Director January 29, 1997
Kenneth D. Larson
/s/ John H. Thomson Director January 28, 1997
John H. Thomson
II - 4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
Form S-3 Registration Statement
Featherlite Mfg., Inc.
(Exact name of Registrant as specified in its charter)
INDEX
Exhibit
5.1 Opinion and Consent of Fredrikson & Byron, P.A.
23.1 Consent of McGladrey & Pullen, LLP
23.2 Consent of Graham & Cotrill, P.A.
23.3 Consent of Fredrikson & Byron, P.A. (Included in Exhibit 5.1)
24.1 Power of attorney from directors (Included in signature
page of this Registration Statement)
II - 5
EXHIBIT 5.1
February 3, 1997
Featherlite Mfg., Inc.
Highways 63 and 9
Cresco, Iowa 52136
Re: EXHIBIT 5.1 to Registration Statement on Form S-3
Ladies/Gentlemen:
We are acting as corporate counsel to Featherlite Mfg., Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-3 (the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended (the "Act") of 300,000 shares of the
Company's Common Stock (the "Shares") which may be offered for sale by a certain
shareholder (the "Selling Shareholder").
In acting as such counsel for the purpose of rendering this opinion, we have
reviewed copies of the following, as presented to us by the Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws.
3. Certain corporate resolutions of the Company's Board of
Directors pertaining to the issuance by the Company of the
Shares.
4. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and information
provided by the Company or its officers or directors, it is our opinion as of
this date that:
1. The Shares are validly authorized by the Company's Articles of
Incorporation.
2. The Shares are validly issued and outstanding, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ Timothy M. Heaney
Timothy M. Heaney
Fredrikson & Byron, P.A.
1100 International Centre
900 Second Avenue South
Minneapolis, Minnesota 55402
Telephone: 612-347-7000
Fax: 612-347-7077
EXHIBIT 23.1
We consent to incorporation by reference in the Registration Statement
on Form S-3 of Featherlite Mfg., Inc. of our reports dated February 20, 1996,
relating to the consolidated balance sheets of Featherlite Mfg., Inc. as of
December 31, 1995 and 1994, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period then ended, and to Schedule II, which reports appear or are
incorporated by reference in the December 31, 1995, Form 10-K of Featherlite
Mfg., Inc.
/s/ McGladrey & Pullen, LLP
McGLADREY & PULLEN, LLP
Rochester, Minnesota
February 3, 1997
EXHIBIT 23.2
We consent to incorporation by reference in the Registration Statement
on Form S-3 of Featherlite Mfg., Inc. of our report dated June 28, 1996,
relating to the consolidated balance sheet of Vantare International, Inc. as of
December 31, 1995, and the related statements of operations and accumulated
deficit and cash flows for the year then ended, which reports appear the Form
8-K/A No. 1 of Featherlite Mfg., Inc. filed with the Securities and Exchange
Commission on September 13, 1996.
/s/ Graham & Cottrill, P.A.
GRAHAM & COTTRILL, P.A.
January 31, 1997
