FEATHERLITE INC
S-3/A, 2000-05-17
TRUCK TRAILERS
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                                                    Registration No. 333-65647


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    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:
                              Melodie R. Rose, Esq.
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                             900 Second Avenue South
                          Minneapolis, Minnesota 55402
                                 (612) 347-7000


<PAGE>

         Approximate date of commencement of proposed sale to the public: No
further sales will be made under the Registration Statement.


         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 ]


         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>



         This Post-Effective Amendment is being filed to de-register 218,281
shares of Common Stock of Featherlite, Inc. (the "Registrant") which were
registered under a Registration Statement on Form S-3, Registration No.
333-65647, for sale by a selling shareholder. Such shares were not sold pursuant
to the Registration Statement and the selling shareholder may now use Rule
144(k) for any sales of the shares. This final Post-Effective Amendment is being
fined in accordance with the Registrant's undertaking set forth in Part II, Item
17(a)(3) of the Registration Statement.


                                   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 amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cresco, State of Iowa, on May 15,
2000.

                                         FEATHERLITE, INC.


                                         By /s/ Conrad D. Clement
                                            Conrad D. Clement, President and
                                            Chief Executive Officer


         In accordance with the requirements of the Securities Act of 1933, this
amendment to the Registration Statement was signed by the following persons in
the capacities and on the date stated.

    Signature                                            Title
    ---------                                            -----
/s/ Conrad D. Clement                              President, Chief Executive
Conrad D. Clement                                  Officer and Director

/s/ Jeffery A. Mason                               Chief Financial Officer and
Jeffery A. Mason                                   Director

       *                                           Executive Vice President and
Tracy J. Clement                                   Director

                                                   Director
Terry E. Branstad

       *                                           Director
Thomas J. Winkel

                                                   Director
Kenneth D. Larson

                                                   Director
Charles A. Elliott


*By /s/ Jeffery A. Mason                           Dated:  May 15, 2000
    Jeffery A. Mason
    As Attorney-in-Fact



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