As filed with the Securities and Exchange Commission on August 31, 2006
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MONACO COACH CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware |
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| 35-1880244 |
(State or other jurisdiction of |
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| (I.R.S. Employer |
91320 Industrial Way
Coburg, OR 97408
(Address, including zip code, of Registrant’s principal executive offices)
1993 STOCK PLAN
(Full Title of the Plan)
Richard E. Bond
Senior Vice President, Secretary and
Chief Administrative Officer
MONACO COACH CORPORATION
91320 Industrial Way
Coburg, OR 97408
(541) 686-8011
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
Henry P. Massey, Jr., Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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Title of Securities to |
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| Amount to be |
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| Proposed Maximum |
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| Proposed |
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| Amount of |
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Common Stock, $.01 par value to be issued under the 1993 Stock Plan |
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| 2,200,000 shares |
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| $10.14 |
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| $22,308,000 |
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| $2,386.96 |
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers such additional shares of the Registrant’s Common Stock that become issuable under the 1993 Stock Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
(2) Estimated in accordance with Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of computing the amount of the registration fee and is equal to the average of the high and low sales price of a share of the Registrant’s Common Stock as reported by the New York Stock Exchange on August 25, 2006. The indicated number of shares to be registered represents additional shares issuable under the 1993 Stock Plan that are not covered by previous registration statements.
The contents of the Registrant’s Registration Statement on Form S-8/S-3 as filed with the Commission on March 14, 1994 (File No. 33-76372), as amended by Amendment No. 1 to the Registration Statement on Form S-8/S-3 as filed with the Commission on March 23, 1994 (File No. 33-76372), and the Registration Statement on Form S-8 as filed with the Commission on February 21, 2003 (File No. 333-103381), are incorporated herein by reference.
Explanatory Note:
On May 17, 2006, the Registrant’s stockholders approved the amendment and restatement of the 1993 Stock Plan, formerly known as the 1993 Incentive Stock Option Plan. As amended and restated, the 1993 Stock Plan provides that the maximum aggregate number of shares that may be awarded and sold under the 1993 Stock Plan is 5,457,813 shares, plus any shares which have been reserved under the Registrant’s 1993 Director Option Plan (the “Director Plan”) but that, as of May 17, 2006, had not been issued pursuant to any awards granted thereunder and were not subject to any outstanding awards granted thereunder. Accordingly, an aggregate of 90,300 shares previously registered for issuance under the Director Plan (Registration Statement on Form S-8 No. 333-69044) that have never been issued have been transferred to the Registrant’s 1993 Stock Plan and will be issued under that Plan.
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PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit |
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4.1 |
| Monaco Coach Corporation 1993 Stock Plan, as amended and restated through May 17, 2006, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2006 |
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5.1 |
| Opinion of counsel as to legality of securities being registered |
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23.1 |
| Consent of Counsel (contained in Exhibit 5.1) |
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23.2 |
| Consent of Independent Registered Public Accounting Firm |
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24.1 |
| Power of Attorney (contained on signature page) |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the 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 Coburg, State of Oregon, on this 31st day of August, 2006.
| MONACO COACH CORPORATION | |||
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| By: |
| /s/ P. Martin Daley |
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| P. Martin Daley |
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| Title: |
| Vice President and Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kay L. Toolson and P. Martin Daley, jointly and severally, as his or her attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures |
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/s/ Kay L. Toolson |
| Chairman of the Board and Chief Executive Officer |
| August 31, 2006 |
Kay L. Toolson |
| (Principal Executive Officer) |
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/s/ P. Martin Daley |
| Vice President and Chief Financial Officer |
| August 31, 2006 |
P Martin Daley |
| (Principal Financial and Accounting Officer) |
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/s/ John F. Cogan |
| Director |
| August 31, 2006 |
John F. Cogan |
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/s/ Robert P. Hanafee, Jr. |
| Director |
| August 31, 2006 |
Robert P. Hanafee, Jr. |
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/s/ L. Ben Lytle |
| Director |
| August 31, 2006 |
L. Ben Lytle |
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/s/ Dennis D. Oklak |
| Director |
| August 31, 2006 |
Dennis D. Oklak |
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/s/ Richard. A. Rouse |
| Director |
| August 31, 2006 |
Richard A. Rouse |
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/s/ Daniel C. Ustian |
| Director |
| August 31, 2006 |
Daniel C. Ustian |
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/s/ Roger A. Vandenberg |
| Director |
| August 31, 2006 |
Roger A. Vandenberg |
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Index to Exhibits
Exhibit |
| Description |
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4.1 |
| Monaco Coach Corporation 1993 Stock Plan, as amended and restated through May 17, 2006, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2006 |
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5.1 |
| Opinion of counsel as to legality of securities being registered |
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23.1 |
| Consent of Counsel (contained in Exhibit 5.1) |
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23.2 |
| Consent of Independent Registered Public Accounting Firm |
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24.1 |
| Power of Attorney (contained on signature page) |
