As filed with the Securities and Exchange Commission on February 3, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MODTECH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 33-0825386 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2830 BARRETT AVENUE
PERRIS, CA 92571
(Address of Principal Executive Office) (Zip Code)
MODTECH HOLDINGS, INC. 2002 NONSTATUTORY STOCK OPTION PLAN
(Full title of the plan)
EVAN M. GRUBER
2830 BARRETT AVENUE
PERRIS, CA 92571
(Name and address of agent for service)
(909) 943-4014
(Telephone number, including area code, of agent for service)
COPY TO:
JON R. HADDAN, ESQ.
HADDAN & ZEPFEL LLP
4685 MACARTHUR COURT, SUITE 220
NEWPORT BEACH, CA 92660
(949) 752-6100
CALCULATION OF REGISTRATION
Title of Securities to Be Registered | Amount to Be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | |||||||
Common Stock, $0.01 par value | 1,000,000 | $ | 8.75 | $ | 8,750,000 | $ | 805.00 |
(1) | Pursuant to Rule 416, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock divided, recapitalization or other similar transaction. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) based on the average of the high and low prices per share of Common Stock as reported on the Nasdaq National Market on January 29, 2003. |
5.1 | Opinion of Haddan & Zepfel LLP | |
23.1 | Consent of KPMG LLP | |
24.2 | Consent of Haddan & Zepfel LLP (included in Exhibit 5.1) |
MODTECH HOLDINGS, INC. | ||
By: | /s/ EVAN M. GRUBER | |
Evan M. Gruber Chief Executive Officer |
Signature | Title | Date | ||
(1) Principal Executive Officer | ||||
/s/ EVAN M. GRUBER Evan M. Gruber | Chief Executive Officer, Chairman of the Board and a Director | January 31, 2003 | ||
(2) Principal Financial and Accounting Officer | ||||
/s/ SHARI WALGREN SMITH Shari Walgren Smith | Chief Financial Officer | January 31, 2003 | ||
/s/ MICHAEL G. RHODES Michael G. Rhodes | President, Chief Operating Officer and Director | January 31, 2003 | ||
(3) Directors | ||||
/s/ STANLEY N. GAINES Stanley N. Gaines | Director | January 31, 2003 | ||
/s/ CHARLES C. McGETTIGAN Charles C. McGettigan | Director | January 31, 2003 | ||
/s/ MYRON A. WICK III Myron A. Wick III | Director | January 31, 2003 |
/s/ DANIEL J. DONAHOE III Daniel J. Donahoe III | Director | January 31, 2003 | ||
/s/ CHARLES R. GWIRTSMAN Charles R. Gwirtsman | Director | January 31, 2003 | ||
/s/ ROBERT W. CAMPBELL Robert W. Campbell | Director | January 31, 2003 |
6
EXHIBIT NUMBER | DESCRIPTION | |
5.1 | Opinion of Haddan & Zepfel LLP | |
23.1 | Consent of KPMG LLP | |
24.2 | Consent of Haddan & Zepfel LLP (included in Exhibit 5.1) |