<PAGE> 1
As filed with the Securities and Exchange Commission on August 27, 1996
Registration No. 333-______
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
BELMONT HOMES, INC.
(Exact name of registrant as specified in its charter)
Mississippi 64-0834574
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
Highway 25 South, Industrial Park Drive
Belmont, Mississippi 38827
(Address of Principal Executive Office)
(Zip Code)
-----------------
BELMONT HOMES, INC.
1994 INCENTIVE STOCK PLAN AND
1994 NON-QUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of plan)
<TABLE>
<S> <C>
Jerold Kennedy Copies to:
Belmont Homes, Inc. J. Chase Cole, Esq.
Highway 25 South, Industrial Park Drive Waller Lansden Dortch & Davis,
Belmont, Mississippi 38827 A Professional Limited Liability Company
(Name and address of agent for service) 2100 Nashville City Center
(601) 454-9217 511 Union Street
(Telephone number, including area code, Nashville, Tennessee 37219
of agent for service)
</TABLE>
<TABLE>
<CAPTION>
===========================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price Registration Fee
===========================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 262,000 shares $ 16.00 $ 4,192,000 $1,445.52
$.10 par value (1)
- -----------------------------------------------------------------------------------------------------------
Common Stock, 4,000 shares $ 18.13 $ 72,500 $ 25.00
$.10 par value (2)
- -----------------------------------------------------------------------------------------------------------
Common Stock, 184,000 shares $ 22.25(4) $ 4,094,000 $1,411.72
$.10 par value (3)
- -----------------------------------------------------------------------------------------------------------
Total 450,000 shares -- $ 8,358,500 $2,882.24
===========================================================================================================
</TABLE>
(1) Represents 262,000 shares reserved for issuance at $16.00 per share under
the 1994 Incentive Stock Plan.
(2) Represents 4,000 shares reserved for issuance at $18.13 per share under
the 1994 Non-Qualified Stock Option Plan For Non-Employee Directors.
(3) Represents 138,000 shares and 46,000 shares reserved for issuance
pursuant to future grants of stock options under the 1994 Incentive Stock
Plan and the 1994 Non-Qualified Stock Option Plan For Non-Employee
Directors, respectively.
(4) Estimated solely for purposes of determining the amount of the
registration fee, in accordance with Rules 457(h)(1) and (c) under the
Securities Act of 1933, as amended, and based upon the average of the bid
and asked price on August 26, 1996.
<PAGE> 2
EXPLANATORY NOTE
The Reoffer Prospectus which is filed as a part of this
Registration Statement has been prepared in accordance with the requirements of
Part I of Form S-3 and may be used for reoffers or resales of the common stock,
par value $.10 per share (the "Common Stock"), of Belmont Homes, Inc., a
Mississippi corporation ("Belmont" or the "Company") acquired by "affiliates"
(as such term is defined in Rule 405 promulgated under the Securities Act of
1933, as amended (the "Securities Act")) and by holders of shares of Common
Stock issued under certain employee benefit plans of the Company which shares
constitute "restricted securities" as defined in Rule 144(a)(3) under the
Securities Act, pursuant to the exercise of options under the Company's 1994
Incentive Stock Plan or the Company's 1994 Non-Qualified Stock Option Plan for
Non-Employee Directors.
<PAGE> 3
Reoffer Prospectus
103,500 SHARES
BELMONT HOMES, INC.
COMMON STOCK
This Reoffer Prospectus (the "Prospectus") is being used in
connection with the offering by certain selling shareholders (the "Selling
Shareholders") of shares of Common Stock, par value $.10 per share (the "Common
Stock"), of Belmont Homes, Inc., a Mississippi corporation ("Belmont" or the
"Company") who may be deemed to be "affiliates" of the Company (as such term is
defined in Rule 405 promulgated under the Securities Act of 1933, as amended
(the "Securities Act")), or that hold shares of Common Stock issued under
certain employee benefit plans of the Company which shares constitute
"restricted securities" as defined in Rule 144(a)(3) promulgated under the
Securities Act, which may be acquired by them and are available to be resold by
them pursuant to the Company's 1994 Incentive Stock Plan (the "Incentive Plan")
or the 1994 Non-Qualified Stock Option Plan For Non-Employee Directors (the
"Director Plan").
The shares may be offered by the Selling Shareholders from
time to time in transactions through the Nasdaq National Market, in negotiated
transactions, through the writing of options on the shares, or a combination of
such methods of sale, at prices related to prevailing market prices, or at
negotiated prices. The Selling Shareholders may effect such transactions by
selling the shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders and/or the purchasers of the shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
None of the proceeds from the sale of the shares by any of the
Selling Shareholders will be received by Belmont. Belmont has agreed to bear
all expenses (other than underwriting discounts and selling commissions, and
fees and expenses of counsel and other advisors to the Selling Shareholders) in
connection with the registration of the shares being offered by such Selling
Shareholders.
---------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------------
August 27, 1996
2
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
PAGE
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Belmont Homes, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
3
<PAGE> 5
AVAILABLE INFORMATION
Belmont is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). The Company has furnished and intends to furnish
reports to its shareholders, which will include financial statements audited by
its independent certified public accounts, and such other reports as it may
determine to furnish or as required by law, including Sections 13(a) and 15(d)
of the Exchange Act. Proxy statements, reports and other information concerning
Belmont can be inspected and copied at the Commission's office at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at its regional offices
located in the Northwestern Atrium Center, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Belmont's Common Stock is listed on the Nasdaq National
Market. Proxy statements, reports and other information concerning Belmont can
be inspected and copied at the Nasdaq Operations office located at 1735 K
Street, N.W., Washington, D.C. 20006.
The Company has filed a registration statement (the
"Registration Statement") on Form S-8 with respect to the Common Stock offered
hereby with the Commission under the Securities Act. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain items of which are
contained in schedules and exhibits to the Registration Statement as permitted
by the rules and regulations of the Commission. Statements contained in this
Prospectus as to the contents of any agreement, instrument or other document
referred to are not necessarily complete. With respect to each such agreement,
instrument or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERINGS HEREIN CONTAINED AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY BELMONT OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY,
THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF BELMONT SINCE
THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
4
<PAGE> 6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission by the Registrant are incorporated herein by reference as of the
dates thereof:
(a) Annual Report on Form 10-K for the year ended December
31, 1995 (Commission No. 0-26142);
(b) The description of the Common Stock contained in the
Registration Statement on Form 8-A, filed pursuant to
Section 12 of the Exchange Act on May 25, 1995;
(c) The section entitled "Risk Factors" contained in the
Registration Statement on Form S-1, as amended
(Registration No. 33-87868);
(d) Quarterly Report on Form 10-Q for the period ended
March 31, 1996 (Commission No. 0-26142); and
(e) Quarterly Report on Form 10-Q for the period ended
June 30, 1996 (Commission No. 0-26142).
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
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 this Prospectus or in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any 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 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 referred to above which have
been or may be incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to Thomas D.
Keenum, Sr., Belmont Homes, Inc., Highway 25 South, Industrial Park Drive,
Belmont, Mississippi 38827 (telephone number 601-454-9217).
5
<PAGE> 7
BELMONT HOMES, INC.
The Company produces and markets a variety of single- and
double-section manufactured homes under the Premier, Glenwood, Clarksdale,
Spirit and River Valley brand names through approximately 320 dealers and 450
sales centers in 19 states, primarily in the southern United States. The
Company has long-established relationships with most of its dealers, and
management believes these relationships contribute significantly to the
Company's successful selling efforts. The Company targets its homes to a
variety of price points within the moderately-priced segment of the
manufactured housing market. The Company's single-section homes range in size
from 652 square feet to 1,248 square feet and sell at retail prices between
$13,500 and $30,000. The Company's double-section homes range in size from
1,072 square feet to 2,036 square feet and sell at retail prices between
$22,000 and $49,000. The Company manufactures its homes in eight production
facilities, five of which are located in Mississippi and three in Arkansas. The
Company, which operated three facilities during 1994, has opened or acquired
four facilities in 1995, one in 1996 and is currently completing construction
of an additional facility in Conway, Arkansas.
The executive offices of Belmont are located at Highway 25
South, Industrial Park Drive, Belmont, Mississippi 38827, and its telephone
number is 601-454-9217.
The shares of Common Stock offered hereby will be purchased by
the Selling Shareholders upon exercise of options granted to them and will be
sold for the account of the Selling Shareholders.
Prospective purchasers shall carefully consider the risks of
investing in the Common Stock. Prospective purchasers of the Common Stock are
referred to the Company's Registration Statement on Form S-1, as amended
(Registration No. 33-87868) and incorporated by reference into this Reoffer
Prospectus, which contains a description of some of the risks of investing in
the Common Stock.
USE OF PROCEEDS
All of the shares of Common Stock are being offered by the
Selling Shareholders. Belmont will not receive any proceeds from the sale of
shares of Common Stock by any of the Selling Shareholders.
SELLING SHAREHOLDERS
The Selling Shareholders may, from time to time, include the
following executive officers of the Company who have been granted options under
the Incentive Plan: William A. Sheffield, Chief Financial Officer; William M.
Kunkel, Vice President of Finance; Thomas D. Keenum, Sr., Secretary and a
Director of the Company; and John W. Allison, President of Spirit Homes and a
Director of the Company. The Selling Shareholders may also include the
following persons: Roger D. Moore, an employee and Director of the Company;
6
<PAGE> 8
A. Douglas Jumper, Sr., a Director of the Company; Don D. Murphy, a Director of
the Company; J.M. Page, a Director of the Company; and Aubrey Burns Patterson,
a Director of the Company.
The following table shows (i) the name of each of the Selling
Shareholders; (ii) the number of shares of Common Stock owned by each Selling
Shareholder as of June 30, 1996; (iii) the number of such shares of Common
Stock covered by this Prospectus; and (iv) the amount and the percentage of the
Common Stock to be owned by each Selling Shareholder after completion of this
offering, assuming the sale of all shares of Common Stock covered by this
Prospectus:
<TABLE>
<CAPTION>
SHARES OWNED SHARES PERCENTAGE
POTENTIAL AS OF SHARES OWNED OF
SELLING SHAREHOLDER JUNE 30, 1996 (1) OFFERED (2) AFTER OFFERING CLASS (3)
------------------- ------------------- ----------- -------------- -----------
<S> <C> <C> <C> <C>
William A. Sheffield 15,000 10,000 5,000 *
William M. Kunkel 50,000 50,000 0 *
Thomas D. Keenum, Sr.(4) 273,980 1,000 273,980 4.4
John W. Allison 93,500 28,500 65,000 1.0
Roger D. Moore 169,295 10,000 159,295 2.5
A. Douglas Jumper, Sr. 551,958 1,000 550,958 8.8
Don D. Murphy 98,403 1,000 97,403 1.6
J.M. Page 200,781 1,000 199,781 3.2
Aubrey Burns Patterson 1,000 1,000 0 *
</TABLE>
- ---------------
* Indicates less than 1% ownership.
(1) For persons that may be deemed to be affiliates of the Company,
includes shares of Common Stock underlying options granted to such
Selling Shareholders under the Incentive Plan and the Director Plan.
(2) The preceding table reflects all Selling Shareholders who are eligible
to reoffer and resell Common Stock, whether or not they have a present
intent to do so. There is no assurance that any of the Selling
Shareholders will sell any or all of the Common Stock offered by them
hereunder. In addition, the inclusion in the foregoing table of an
individual's name shall not be deemed to be an admission that any such
individual is an "affiliate" of the Company. This Prospectus may be
amended or supplemented from time to time to add or delete Selling
Shareholders or the number of shares of Common Stock offered by any
Selling Shareholder.
(3) Computation based upon 6,255,000 shares outstanding on August 1, 1996.
(4) Includes 39,624 shares owned by Thomas D. Keenum, Jr., of which Mr.
Keenum, Sr. has voting control.
7
<PAGE> 9
PLAN OF DISTRIBUTION
The shares of Common Stock being offered by the Selling Shareholders
are offered for their own accounts. The Company will not receive any of the
proceeds from any eventual sales of such shares of Common Stock. The shares may
be offered by the Selling Shareholders from time to time in transactions
through the Nasdaq National Market, in negotiated transactions, through the
writing of options on the shares, or a combination of such methods of sale, at
prices related to prevailing market prices, or at negotiated prices. The
Selling Shareholders may effect such transactions by selling the shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the shares for which such broker-dealers may act as
agent or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).
EXPERTS
The financial statements incorporated herein by reference have been
audited by KPMG Peat Marwick LLP, independent certified public accountants, for
the periods indicated in their report thereon which is included in Belmont'
Annual Report on Form 10-K for the year ended December 31, 1995. The financial
statements audited by KPMG Peat Marwick LLP have been incorporated herein by
reference in reliance on their report given on their authority as experts in
accounting and auditing.
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of
Common Stock offered hereby have been passed upon by Waller Lansden Dortch &
Davis, A Professional Limited Liability Company, Nashville, Tennessee, special
counsel to the Company.
8
<PAGE> 10
Prospectus
450,000 SHARES
BELMONT HOMES, INC.
COMMON STOCK
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents incorporated by reference into Item 3 of Part II of this
Registration Statement (not including exhibits to the information that is
incorporated by reference, unless such exhibits are specifically incorporated
by reference into the information that this Registration Statement
incorporates) are incorporated by reference into the Section 10(a) prospectus,
and are available, without charge, to the participants upon written or oral
request to Thomas D. Keenum, Sr., Secretary, Belmont Homes, Inc., Highway 25
South, Industrial Park Drive, Belmont, Mississippi 38827 (telephone number
601-454-9217).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission by the Registrant are incorporated herein by reference as of the
dates thereof:
(a) Annual Report on Form 10-K for the year ended December 31,
1995 (Commission No. 0-26142);
(b) The description of the Common Stock contained in the
Registration Statement on Form 8-A, filed pursuant to Section
12 of the Exchange Act on May 25, 1995;
(c) The section entitled "Risk Factors" contained in the
Registration Statement on Form S-1, as amended (Registration
No. 33-87868);
(d) Quarterly Report on Form 10-Q for the period ended March 31,
1996 (Commission No. 0-26142); and
(e) Quarterly Report on Form 10-Q for the period ended June 30,
1996 (Commission No. 0-26142).
9
<PAGE> 11
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing such documents. Any statements contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which is also incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Article 8 of the Company's Restated Articles of Incorporation
provides as follows:
Indemnification. (a) The Company shall indemnify, and
upon request shall advance expenses prior to final disposition
of a proceeding to, any person (or the estate or personal
representative of any person) who was or is a party to, or is
threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether or not by or in
the right of the Company, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the
fact that such person is or was a director, officer, employee
or agent of the Company, or is or was serving at the request
of the Company as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise,
against any liability incurred in the action, suit or
proceeding: (a) to the full extent permitted by Section
79-4-8.51 of the Mississippi Business Corporation Act (the
"Act"), and (b) despite the fact that such person has not met
the standard of conduct set forth in Section 79-4-8.51(a) of
the Act or would be disqualified for indemnification under
Section 79-4-8.51(d) of the Act, if a determination is made by
a person or persons enumerated in Section 79-4-8.55(b) of the
Act that (i) the director, officer, employee or agent is
fairly and reasonably entitled to indemnification in view of
all of the relevant circumstances, and (ii) the acts or
omissions of the officer, employee or agent did not constitute
gross negligence or willful
10
<PAGE> 12
misconduct. A request for reimbursement or advancement of
expenses prior to final disposition of the proceeding need not
be accompanied by the affirmation required by Section
79-4-8.53(1) of the Act, but the remaining provisions of
Section 79-4-8.53 of the Act shall be applicable to any such
request. The Company may, to the full extent permitted by law,
purchase and maintain insurance on behalf of any such person
against any liability which may be asserted against him or
her.
(b) The rights to indemnification and advancement of
expenses set forth in Subsection (a) of this Article 8 are
intended to be more extensive than those which are provided
for with respect to permissive indemnification in the Act, are
contractual between the Company and the person being
indemnified, and the heirs, executors and administrators of
such person, and in this respect are mandatory,
notwithstanding a person's failure to meet the standard of
conduct required for permissive indemnification under the Act,
as amended from time to time. The rights to indemnification
and advancement of expenses set forth in Subsection (a) of
this Article 8 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancements
of expenses may be entitled or granted by law, these Restated
Articles of Incorporation, the bylaws, a resolution of the
Board of Directors, vote of the shareholders of the Company,
or an agreement with the Company, which means of
indemnification and advancement of expenses are hereby
specifically authorized. Any repeal or modification of the
provisions of this Article 8 shall not affect any obligations
of the Company or any rights regarding indemnification and
advancement of expenses of a director, officer, employee or
agent with respect to any threatened, pending or completed
action, suit or proceeding for which indemnification or the
advancement of expenses is requested, in which the alleged
cause of action accrued at any time prior to such repeal or
modification. If an amendment to the Act hereafter limits or
restricts in any way the indemnification rights permitted by
law as of the date hereof, such amendment shall apply only to
the extent mandated by law and only to activities of persons
subject to indemnification under this Article 8 which occur
subsequent to the effective date of such amendment.
(c) If this Article 8 or any portion thereof shall be
invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify
each director, officer, employee or agent of the Company as to
any liability incurred or other amounts paid in with respect
to any proceeding, including, without limitation, a grand jury
proceeding and any proceeding by or in the right of the
Company, to the fullest extent permitted by any applicable
portion of this Article 8 that shall not have been
invalidated, by the Act, or by any other applicable law.
Unless the context otherwise requires, terms used in this
Article 8 shall have the meanings given in Section 79-4-8.50
of the Act.
11
<PAGE> 13
(b) In addition to the foregoing provisions of the Restated Articles of
Incorporation of the Registrant, officers, employees and agents of the
Registrant may be indemnified by the Registrant pursuant to the provisions of
Section 79-4-8.56 of the Mississippi Business Corporation Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Shares of Common Stock previously issued under either of the
Incentive Plan or the Directors Plan, including the granting of options to
purchase shares of Common Stock, were so issued or granted in reliance upon
Section 4(2) of the Securities Act and, in some cases, Rule 701 promulgated
under the Securities Act.
ITEM 8. EXHIBITS.
4.1 Article 5 of the Restated Articles of Incorporation of
Registrant (included in Exhibit 3.1) (incorporated by
reference to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-1, Registration No. 33-87868)
4.2 Specimen of Common Stock certificate (incorporated by
reference to Exhibit 4.2 of the Registrant's Registration
Statement on Form S-1, Registration No. 33-87868)
5 Opinion of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company
21 Subsidiaries of the Registrant
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company (contained in their opinion filed as
Exhibit 5 to this Registration Statement)
24 Power of Attorney (included on the signature page)
99.1 Registrant's 1994 Incentive Stock Plan (incorporated by
reference to Exhibit 10.1 of the Registrant's Registration
Statement on Form S-1, Registration No. 33-87868)
99.2 Registrant's 1994 Non-Qualified Stock Option Plan for
Non-Employee Directors (incorporated by reference to Exhibit
10.2 of the Registrant's Registration Statement on Form S-1,
Registration No. 33-87868)
12
<PAGE> 14
ITEM 9. 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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change of
such information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 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.
(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) 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) 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.
13
<PAGE> 15
(c) 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 the final adjudication of such issue.
14
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Belmont, State of Mississippi, on August 26, 1996.
BELMONT HOMES, INC.
By: /s/ Jerold Kennedy
-----------------------------------------
Jerold Kennedy
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Jerold Kennedy and William A.
Sheffield 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 and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents 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 and to all intents and purposes as each might or
could do in person hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ A. Douglas Jumper, Sr. Chairman of the Board; August 26, 1996
- --------------------------------- Director
A. Douglas Jumper, Sr.
/s/ Jerold Kennedy President and Chief Executive August 26, 1996
- --------------------------------- Officer; Director
Jerold Kennedy (principal executive officer)
</TABLE>
15
<PAGE> 17
<TABLE>
<S> <C> <C>
/s/ William A. Sheffield Chief Financial Officer August 26, 1996
- --------------------------------- (principal financial
William A. Sheffield and accounting officer)
/s/ Thomas D. Keenum, Sr. Secretary/Treasurer and August 26, 1996
- --------------------------------- General Counsel; Director
Thomas D. Keenum, Sr.
/s/ Don D. Murphy Director August 26, 1996
- ---------------------------------
Don D. Murphy
Director August , 1996
- --------------------------------- ----
J.M. Page
Director August , 1996
- --------------------------------- ----
Aubrey Burns Patterson
/s/ John W. Allison President of Spirit Homes; August 27, 1996
- --------------------------------- Director
John W. Allison
/s/ Roger D. Moore Director of Sales and August 26, 1996
- --------------------------------- Marketing; Director
Roger D. Moore
</TABLE>
16
<PAGE> 1
EXHIBIT 5
August 27, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Belmont Homes, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
In our capacity as counsel to Belmont Homes, Inc., a Mississippi
corporation (the "Company"), we have examined the Registration Statement on
Form S-8 (the "Registration Statement") in form as proposed to be filed by the
Company under the Securities Act of 1933, as amended, relating to the
registration of 450,000 shares of the common stock, par value $.10 per share,
of the Company (the "Common Stock"), pursuant to the terms of the 1994
Incentive Stock Plan and the 1994 Non-Qualified Stock Option Plan for
Non-Employee Directors (collectively, the "Plans"). In this regard, we have
examined and relied upon such records, documents and other instruments as in
our judgment are necessary or appropriate in order to express the opinions
hereinafter set forth.
Based upon the foregoing, we are of the opinion that the 450,000 shares
of Common Stock referred to in the Registration Statement, to the extent
actually issued pursuant to the Plans and in the manner and on the terms
described in the Registration Statement, will be duly and validly issued, fully
paid and nonassessable shares of the Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the reference to us under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement.
Very truly yours,
/s/ Waller Lansden Dortch & Davis
A Professional Limited
Liability Company
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF THE
REGISTRANT
Subsidiary State of Incorporation
- ---------- ----------------------
Spirit Homes, Inc. Arkansas
Delta Homes, Inc. Mississippi
Belmont Homes Transportation, Inc. Mississippi
<PAGE> 1
EXHIBIT 23.1
Independent Auditor's Consent
Board of Directors
Belmont Homes, Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of Belmont Homes, Inc. and subsidiaries of our report dated February 9,
1996, relating to the balance sheets of Belmont Homes, Inc. and subsidiaries as
of December 31, 1995 and 1994 and the related consolidated statements of
income, shareholders' equity and cash flows for the years ended December 31,
1995 and 1994 and for the period from June 1, 1993 to December 31, 1993, and
the statements of income, shareholders' equity and cash flows of BHI, Inc.
(Predecessor) for the period from January 1, 1993 to May 31, 1993, which report
appears in the December 31, 1995 annual report on Form 10-K of Belmont Homes,
Inc. and subsidiaries. We also consent to the reference to our firm under
heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
--------------------------------
Jackson, Mississippi KPMG PEAT MARWICK LLP
August 27, 1996
