Electronically transmitted to the Securities and Exchange Commission
on October 14, 1998
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FEATHERLITE, 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, 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
======================================= -------------------- -------------------- ------------------ ---------------
Title of Securities to be Registered Amount Proposed Maximum Proposed Maximum Amount of
to be Registered Offering Price per Aggregate Registration
Unit(1) Offering Price(1) Fee
======================================= ==================== ==================== ================== ===============
<S> <C> <C> <C> <C>
Common Stock to be offered by Selling 218,281 $4.1875 $914,051.68 $269.65
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
October 12, 1998 (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>
Subject to completion, dated October 14, 1998
PROSPECTUS
FEATHERLITE, INC.
218,281 Shares of Common Stock
This prospectus relates to the offer and sale of up to 218,281 shares
of Featherlite common stock by Charles Fulton, the selling shareholder. We will
not receive any proceeds from the sale.
Our common stock is traded on the Nasdaq National Market(R) under the
symbol "FTHR." The closing bid price on ____________, 1998, as reflected on the
Nasdaq National Market(R) was $_______ per share.
-----------------------
For information concerning certain risks relating
to an investment in Featherlite common stock
see "Risk Factors" beginning on page 5.
-----------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these shares or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The information in this prospectus is not complete and may be changed.
We may not sell these shares until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these shares and it is not soliciting an offer to buy these shares in
any state where the offer or sale is not permitted.
The date of this prospectus is , 1998
<PAGE>
TABLE OF CONTENTS
Page
ABOUT FEATHERLITE..........................................................3
RISK FACTORS...............................................................5
USE OF PROCEEDS............................................................8
SELLING SHAREHOLDER........................................................8
PLAN OF DISTRIBUTION.......................................................8
WHERE YOU CAN FIND MORE INFORMATION........................................9
<PAGE>
ABOUT FEATHERLITE
Featherlite, Inc. was organized by its 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. We design, manufacture and market over 400 models of both custom made and
standard model specialty aluminum and steel trailers through a network of over
240 full-line dealers and over 900 limited-line dealers located in the United
States and Canada.
In 1996, we began manufacturing and marketing a custom luxury
motorcoach primarily through the acquisition of the assets of Vantare
International, Inc., which is among the leaders and fastest growing companies in
the high end motorcoach industry. Our entry into the luxury motorcoach market
was consistent with our long-term growth strategy of product diversification. We
market these motorcoaches under the trade name "VANTARE by Featherlite(TM)."
In the second quarter of 1998, we significantly added to our presence
in the luxury motorcoach and recreational vehicle market through our acquisition
of the assets of Mitchell Motorcoach Sales, Inc., the manufacturer and
distributor of the high quality Vogue(R) lines of luxury bus converstions and
Class A motorcoaches. This acquisition furthered our long-term growth strategy,
doubled our business in a fast growing category, and made us the dominant
manufacturer of bus conversion luxury motorcoaches in the U.S. We market these
motorcoaches and recreation vehicles under the trade name "Featherlite
Vogue(TM)."
We market our primary products under the FEATHERLITE(R) brand name.
FEATHERLITE(R) trailers are made of aluminum, which differentiates us from most
of our competitors which primarily make steel trailers. Aluminum trailers are
superior to steel in terms of weight, durability, corrosion resistance,
maintenance and weight-to-load ratio. Although our focus is on manufacturing and
marketing aluminum trailers, we also market a line of composite steel and
aluminum trailers under the FEATHERLITE-STL(R) series (replaced Econolite
beginning in 1997) and DIAMOND D(R) brands in order to provide dealers and
customers with a high quality, but less expensive, alternative to the aluminum
trailer.
We believe our growth is being caused by overall market expansion,
particularly in uses related to entertainment and leisure, and by our increasing
share of a fragmented market. Demand for our products is being significantly
driven by the lifestyles, hobbies and events that are important to our target
customers. Growth in those product and service categories which could use or
require a high quality trailer is creating increased demand for our products.
Those categories and uses 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 our 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.
<PAGE>
We continually monitor the market for opportunities to leverage the
FEATHERLITE(R) brand name and our expertise. We pioneered the introduction of
standard model aluminum horse and livestock trailers, which traditionally had
been custom made. We have also responded to the increasing demand for
customizing the interiors of trailers, a capability which helps distinguish us
from our competition. Typical interiors range from a simple interior, 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 care transporters and luxury custom coaches. In
addition, we refine the products we already offer by introducing new features to
satisfy the increasing demands of our customers.
We pay special attention to our target customers and attempt to reach
them through a variety of media. Unlike most of our competition, we are large
enough to benefit from national advertising and sponsorship of major events
which are visible to our customers. These sponsorships include our designation
as the "Official Trailer of NASCAR, 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. Vantare, our luxury motorcoach division,
is the "Official Coach" of NASCAR, IRL, and Sportscar. We intend to expand our
promotional activities as we enter new markets.
<PAGE>
RISK FACTORS
You should carefully consider the following risk factors, together with
other information contained or incorporated by reference in this prospectus, in
evaluating whether to invest in our shares.
Increased Leverage and Related Expenses
Featherlite has made greater use of leverage and incurred increased
interest and related expenses in the past several years to finance acquisitions
and working capital growth. Increased debt has been incurred in connection with
the acquisition of the assets of Mitchell Motorcoach Sales, Inc., in financing
the operations of the Vogue and Vantare Divisions and in providing additional
working capital for growth of trailer operations. At various times in 1996 and
1997, Featherlite was temporarily out of compliance with certain covenants of
its loan agreements but received waivers from the lenders for these variances.
It is in compliance with all covenants in 1998. Increased leverage and related
expenses create a risk to future operating results.
Competition
The specialty trailer industry is highly competitive, especially with
respect to the most commonly sold models, such as one and two horse trailers.
Competition is based upon a number of factors, including brand name recognition,
quality, price, reliability, product design features, breadth of product line,
warranty and service. The primary competition to FEATHERLITE(R) aluminum
trailers are steel trailers, which typically sell for approximately 30% to 40%
less but are subject to rust and corrosion and are heavier. There are no
significant technological or manufacturing barriers to entry into the production
of steel trailers and only moderate barriers to the production of aluminum
trailers. Because Featherlite has a broad based product line, its competition
varies by product category. There is no single company that provides competition
in all product lines. Certain of Featherlite's competitors and potential
competitors are better established in segments of Featherlite's business.
The motorcoach industry is highly competitive, particularly in XL
models, with seven or more manufacturers. Vantare is the dominant producer of H
model coaches. Competition is based primarily on quality and price although
other factors such as brand name, reliability, design feature, warranty and
service are also important. The brand names of Featherlite's principal
competitors in this industry, all of which are located domestically, include,
among others: Marathon, Liberty, Country Coach, Angola, Monaco and Custom.
Dependence on Key Personnel
Featherlite's success is highly dependent on its senior management,
including Conrad D. Clement, President and Chief Executive Officer. The loss of
Mr. Clement's services could have a material adverse affect Featherlite's
business and development. There can be no assurance that an adequate replacement
could be found in the event of his departure. Featherlite does not carry any key
man life insurance on any of its officers or employees.
<PAGE>
Supplier Relationships and Fluctuating Prices
Featherlite presently purchases substantial amounts of aluminum
extrusions from two major suppliers, Alumax Extrusions Inc. and Easco Aluminum,
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. Featherlite has not engaged in
hedging or the purchase and sale of future contracts other than contracts for
delivery to fill its own needs. Featherlite has contracts with suppliers to fill
a substantial part of its projected need for aluminum in 1998 and 1999. In the
event that one or more of Featherlite's suppliers were unable to deliver raw
materials to Featherlite for an extended period of time, Featherlite'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.
Featherlite has never been unable to obtain an adequate supply of raw materials.
Increases in prices of aluminum and other supplies may adversely affect sales of
Featherlite's products.
Reliance on Manufacturer
Featherlite purchases its motorcoach shells from one manufacturer,
Prevost Car, Inc. of Sainte-Claire, Quebec, Canada, although Featherlite could
purchase certain shells from other manufacturers. Featherlite does not have any
long or short term manufacturing contracts with Prevost. However, Featherlite
provides Prevost with its estimated yearly motorcoach requirements. Once Prevost
releases an order to production, Prevost becomes obligated to fill the order and
Featherlite becomes obligated to take delivery of the order. In the event that
Prevost was unable to deliver motorcoach shells to Featherlite, Featherlite's
revenues and profits could be materially and adversely affected.
Product Liability
Although Featherlite 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. Featherlite maintains product
liability insurance policies in an amount it believes is adequate and will be
renewed annually, but there is no assurance that its coverage will continue to
be available at an acceptable price or be sufficient to protect Featherlite from
adverse financial effects in the event of product liability claims.
Government Regulation and Product Standards
Featherlite and its products are subject to various foreign, federal,
state and local laws, rules and regulations. Featherlite builds its trailers to
standards of the federal Department of Transportation and the National Trailer
Manufacturers Association. Featherlite 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 Featherlite.
<PAGE>
Aircraft Purchases and Sales
Featherlite 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 Featherlite and its operating results. Featherlite
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 Featherlite from
adverse financial effects in the event of claims.
Facilities Utilization and Integration
Featherlite has substantially expanded its facilities over the past
several 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) and subsequent Vantare facilities expansion
in 1997, and the acquisition of Mitchell Motorcoach Sales in Pryor, Oklahoma in
May 1988 and the construction of a sales and service center at the Vantare site
to be completed in the spring of 1999. Featherlite'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.
Future Capital Needs
Featherlite believes that its current cash balances, cash flow
generated from operations and available borrowing capacity will be sufficient to
fund operations and capital requirements for the next year and the foreseeable
future. Featherlite's future capital requirements will depend on many factors,
including Featherlite's ability to market its products successfully. In the
future, Featherlite 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 Featherlite.
Absence of Dividends
Although Featherlite 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. Featherlite intends to retain all earnings, if any, to
invest in Featherlite's operations. Subject to contractual restrictions, the
payment of dividends is within the discretion of Featherlite's Board of
Directors and will depend upon the earnings, capital requirements and operating
and financial condition of Featherlite, among other factors. Featherlite is a
party to certain loan agreements which prohibit the payment of any dividends
without the lenders' prior consent.
<PAGE>
USE OF PROCEEDS
Featherlite will not receive any proceeds from the sale of any of the
shares offered hereby.
SELLING SHAREHOLDER
The shares offered hereby were issued May 8, 1998, in connection with
the acquisition by Featherlite of substantially all of the assets of Mitchell
Motorcoach Sales, Inc. Featherlite originally issued the shares to Mitchell
Motorcoach Sales. Mitchell Motorcoach Sales subsequently transferred the shares
to the selling shareholder, Charles Fulton, a creditor of Mitchell Motorcoach
Sales.
As of October 1, 1998, the selling shareholder owned 218,281 shares of
Featherlite common stock, all of which are being offered pursuant to this
prospectus. Before this offering, the selling shareholder owned approximately 3%
of the outstanding Featherlite common stock. After this offering, he will own
less than 1%.
PLAN OF DISTRIBUTION
The selling shareholder has advised Featherlite that all or a portion
of the shares offered by this prospectus 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 on the Nasdaq National 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.
Featherlite and the selling shareholder have agreed to indemnify each
other against certain liabilities, including liabilities arising under the
Securities Act.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings (File
No. 0-24804) we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934:
1. Annual Report on Form 10-K for the fiscal year ended December 1997;
2. Proxy Statement for the 1998 Annual Meeting;
2. Quarterly Report on Form 10-Q for the quarter ended June 30, 1998;
3. Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;
and
4. The description of Featherlite common stock which is
incorporated by reference in the Registration Statement on
Form 8-A filed on September 14, 1994.
You may request a copy of these filings, at no cost, by writing or
telephoning our Chief Financial Officer at the following address:
Jeffery A. Mason
Chief Financial Officer
Featherlite, Inc.
Highways 63 and 9
Cresco, Iowa 52136
(319) 547-6000
This prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide information other than that
provided in this prospectus. We have authorized no one to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following expenses will be paid by Featherlite in connection with
the distribution of the shares registered hereby. Featherlite 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 ...............................$ 270
Legal Fees and Expenses .............................5,000
Accountants' Fees and Expenses ......................2,000
Printing Expenses ...................................1,000
Miscellaneous ....................................... 745
Total .....................................$9,000
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.
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.
<PAGE>
In addition to providing indemnification as outlined above, the Company
also purchases individual insurance coverage for its directors and officers.
Subject to the stated conditions, the policy insures the directors and officers
of the Company against liability arising out of actions taken in their official
capacities. To the extent that such actions cannot be indemnified by the
Company, the policy provides individual liability insurance protection to the
officers and directors of the Company.
As permitted by Section 302A.251 of the Minnesota Statutes, the
Company's Articles of Incorporation provide that a director shall not have
personal liability to the Company or its shareholders for breach of his or her
fiduciary duty as a director, to the fullest extent permitted by law.
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
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) 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;
(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.
<PAGE>
(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.
(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 October 14, 1998.
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 and perform any acts necessary to file any or
all amendments (including post-effective amendments) to the Registration
Statement with all exhibits thereto, and any and all registration statements,
prospectuses, instruments or other documents as a part of or 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
Conrad D. Clement Officer and Director October 14, 1998
/s/ Jeffery A. Mason Chief Financial Officer and October 14, 1998
Jeffery A. Mason Director
/s/ Tracy J. Clement Executive Vice President and October 14, 1998
Tracy J. Clement Director
/s/ Donald R. Brattain Director October 14, 1998
Donald R. Brattain
/s/ Thomas J. Winkel Director October 14, 1998
Thomas J. Winkel
Director October __, 1998
Kenneth D. Larson
/s/ John H. Thomson Director October 14, 1998
John H. Thomson
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
EXHIBITS
to
Form S-3 Registration Statement
----------------
Featherlite, Inc.
(Exact name of Registrant as specified in its charter)
----------------
INDEX
Exhibit
4.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 of
the Company's Form 10Q for quarter ended 3-31-98) *
4.2 Bylaws (incorporated by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1, File No. 333-82564) *
5.1 Opinion and Consent of Fredrikson & Byron, P.A.
23.1 Consent of McGladrey & Pullen, LLP
23.2 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)
* Incorporated by reference, SEC File No. 000-24804
EXHIBIT 5.1
October 14, 1998
Featherlite, 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, 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 218,281 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
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration
Statement on Form S-3 of Featherlite, Inc. of our report dated February 2, 1998,
on the consolidated financial statements of Featherlite, Inc., which report
appears in the Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ McGladrey & Pullen, LLP
Rochester, Minnesota
October 13, 1998
