As filed with the Securities and Exchange Commission on April 16, 1997
Registration No. 333-20969
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
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 ]
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed
Amount Proposed Maximum Maximum Amount of
to be Offering Price per Aggregate Registration
Title of Securities to be Registered Registered Unit(1) Offering Price(1) Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock to be offered by 300,000 $6.45 $1,935,000 $587
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).
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there by any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to completion, dated April 16, 1997
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.
Upon completion of the offering, the Company's executive officers and
directors will beneficially own 65.5% of the issued and outstanding shares of
Common Stock.
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 April
14, 1997, as reflected on the Nasdaq National Market(R) was $8.25 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 , 1997.
<PAGE>
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 1996 fiscal year ended December 31, 1996
("10-K").
<PAGE>
2. 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. 33-82564) 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.
<PAGE>
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(R) 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," a major sponsor of NHRA drag racing 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.
<PAGE>
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.
Recent Financial Performance
The Company in the years ended December 31, 1995 and 1996 experienced
increasing net sales but decreasing gross profit margins. Additionally, net
income decreased in 1995 but increased modestly in 1996. The decrease in gross
margins in 1996 was primarily related to operations of the Vantare motorcoach
division, including the cost and resale of trade-ins, which was acquired in the
third quarter. If the motorcoach division was excluded, the Company's gross
margins would have increased in 1996. The motorcoach business, including
purchases and resales of trade-ins, has a lower gross profit margin than the
manufacture and sale of trailers. The decreases in 1995 were primarily related
to increases in the cost of aluminum and overhead cost increases related to
plant expansion. Management believes but cannot assure that gross margins will
improve in the future. See 10-K "Management's Discussion and Analysis--Results
of Operations."
Increased Leverage and Related Expenses
The Company has made increased use of leverage and incurred increased
interest and related expenses in the years ended December 31, 1994 through
December 31, 1996. Increased debt was incurred in connection with the
acquisition of Diamond D (fourth quarter of 1995), financing operations of
Vantare (third quarter of 1996) and financing additional working capital. The
Company temporarily was out of compliance with certain covenants in its loan
agreements but is now in compliance and has extended its bank line of credit.
Increased leverage and related expenses create a risk to future operating
results of the Company. See 10-K "Management's Discussion and
Analysis--Liquidity and Capital Resources."
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 and have been in existence longer than the Company.
Furthermore, certain of the Company's competitors are better established in
segments of the Company's business. See 10-K Item 1 "Description of
Business--Marketing and Sales--Competition" and "--Cautionary Statements."
<PAGE>
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 have a material adverse affect the
Company's business and development. There can be no assurance that an adequate
replacement could be found for either individual in the event of his departure.
The Company does not carry any key man life insurance on any of its officers or
employees. See 10-K Item 1 "Description of Business--Cautionary Statements."
Supplier Relationships and Fluctuating Prices
The Company presently purchases substantial amounts of aluminum extrusions
from two major suppliers, Alumax Extrusions Inc. and Dolton Aluminum Company
Inc., and the majority of its sheet metal from two large suppliers, Reynolds
Aluminum Co. and Samuel Whittar. The identity of particular suppliers and the
quantities purchased from each varies from period to period. The Company has not
engaged in hedging or the purchase and sale of future contracts other than
contracts for delivery to fill its own needs. The Company has contracts with
suppliers to fill a substantial part of its projected need for aluminum in 1997.
Additionally, the Company may in the future try to reduce the price risk
associated with aluminum by buying London Metal Exchange hedge contracts or
options for future delivery. These contracts would "lock in" the aluminum cost
for the Company for anticipated aluminum requirements during the periods covered
by the contracts. There is a potential risk of loss related to such contracts if
the quantity of materials hedged significantly exceeds the Company's actual
requirements and the contract is closed without taking physical delivery of the
aluminum or if there is a substanticl drop in the actual cost of aluminum in
relation to the hedge contract price which could effect the competitive price of
the Company's product. Furthermore, in the event that one or more of the
Company's suppliers were unable to deliver raw materials to the Company for an
extended period of time, the Company's production and profits could be
materially and adversely affected if an adequate replacement supplier could not
be found within a reasonable amount of time. The Company has never been unable
to obtain an adequate supply of raw materials. Open market prices for aluminum
fluctuate. Increases in prices of aluminum and other supplies may adversely
affect sales of the Company's products and the Company's profit margins. See
10-K Item 1 "Description of Business--Manufacturing," "--Cautionary Statements"
and "Management's Discussion and Analysis--Results of Operations."
Reliance on Manufacturer
The Company purchases its motorcoach shells from one manufacturer, Prevost
Car, Inc. of Sainte-Claire, Quebec, Canada, although the Company could purchase
certain shells from other manufacturers. The Company does not have any long or
short term manufacturing contracts with Prevost. However, the Company provides
Prevost with its estimated yearly motorcoach requirements. Once Prevost releases
an order to production, Prevost becomes obligated to fill the order and the
Company becomes obligated to take delivery of the order. In the event that
Prevost was unable to deliver motorcoach shells to the Company, the Company's
revenues and profits could be materially and adversely affected. See 10-K Item 1
"Description of Business--Manufacturing."
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 in amounts it believes is adequate for the volume
of its business, 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
<PAGE>
adverse financial effects in the event of product liability claims. See 10-K
Item 1 "Description of Business--Product Liability" and "--Cautionary
Statements."
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. See 10-K Item 1 "Description of Business--Cautionary
Statements."
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 in an amount it believes
to be adequate 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. See 10-K Item 1 "Description
of Business--Products and Services--Other Activities" and "--Cautionary
Statements."
Facilities Utilization and Integration
The Company has substantially expanded its facilities over the past two
years through the construction of larger facilities in Cresco, Iowa completed in
March 1995, the acquisition of assets of Diamond D in October 1995 (primarily
for the manufacture of steel trailers), the acquisition of assets of Vantare
International, Inc. in Sanford, Florida in July 1996 (for the manufacture of
luxury motorcoaches). The Sanford facilities are currently being expanded to add
24,000 square feet to production and office space as well as 6,000 square feet
for outside service bays. The outside parking area is also being improved. The
Company's profit margins will depend in part on its ability to increase unit
sales volume to fully utilize its new facilities and integrate operations
efficiently. See 10-K Item 2 "Properties."
<PAGE>
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. The Company is currently able to finance its operations
and expansion plan through its cash flow and existing line of credit, however,
in the future it may seek additional financing through a bank or other sources.
Debt financing may result in higher interest expense. Any financing, if
available, may be on terms unfavorable to the Company. See 10-K Item 1
"Description of Business--Cautionary Statements" and "Management's Discussion
and Analysis--Liquidity and Capital Resources."
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. As of the date of this Prospectus, the
Company is in compliance with the financial covenants contained in these loan
agreements.
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 on July 1, 1996 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>
(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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
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.
<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.
<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 April 16, 1997.
FEATHERLITE MFG., INC.
By *
Conrad D. Clement, President and
Chief Executive Officer
By /s/ Jeffery A. Mason
Jeffery A. Mason, Chief Financial Officer
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
* President, Chief Executive April 16, 1997
Conrad D. Clement Officer and Director (Principal
Executive Officer)
/s/ Jeffery A. Mason Chief Financial Officer and April 16, 1997
Jeffery A. Mason Director (Principal Financial
and Accounting Officer)
* Executive Vice President and April 16, 1997
Tracy J. Clement Director
* Director April 16, 1997
Donald R. Brattain
* Director April 16, 1997
Thomas J. Winkel
* Director April 16, 1997
Kenneth D. Larson
* Director April 16, 1997
John H. Thomson
*By: /s/ Jeffery A. Mason
Jeffery A. Mason
Attorney In Fact
<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
*23.3 Consent of Fredrikson & Byron, P.A. (Included in Exhibit 5.1)
*24.1 Power of attorney from directors
*Previously filed.
**Filed with this Amendment No.2 to Form S-3 Registration Statement.
McGLADREY & PULLEN, LLP
Certified Public Accountants and Consultants
We consent to incorporation by reference in the Registration Statement on Form
S-3 of Featherlite Mfg., Inc. of our reports dated February 19,1997, relating to
the consolidated balance sheets of Featherlite Mfg., Inc. as of December 31,
1996 and 1995, 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, 1996, Form 10-K of Featherlite Mfg., Inc.
/s/ McGladrey & Pullen, LLP
Rochester, Minnesota
April 16, 1997
