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As filed with the Securities and Exchange Commission on March 3, 1999
Registration No. 333-69033
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SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
Registration Statement
Under
the Securities Act of 1933
MODTECH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0825386
(State of Incorporation) (I.R.S. Employer Identification No.)
2830 BARRETT AVENUE, PERRIS, CALIFORNIA 92571, (909) 943-4014
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
EVAN M. GRUBER, CHIEF EXECUTIVE OFFICER
2830 BARRETT AVENUE, PERRIS, CALIFORNIA 92571, (909) 943-4014
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
COPIES TO:
Jon R. Haddan, Esq. Kevin A. Cudney, Esq.
Haddan & Zepfel LLP Dorsey & Whitney LLP
4675 MacArthur Court, Suite 710 370 17th Street, Suite 4400
Newport Beach, California 92660 Denver, Colorado 80202
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Securities Act"), check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ X ]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Newport Beach, California on March 3, 1999.
MODTECH HOLDINGS, INC.
By: /s/ Evan M. Gruber
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Evan M. Gruber, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed by each of
the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Evan M. Gruber Chief Executive Officer March 3, 1999
- --------------------------- and Director
Evan M. Gruber
Chief Operating and Chief March 3, 1999
- --------------------------- Financial Officer (principal
*Michael G. Rhodes financial and accounting officer)
- --------------------------- President, Director March 3, 1999
*Patrick Van Den Bossche
- --------------------------- Director March 3, 1999
*Charles A. Hamilton
- --------------------------- Director March 3, 1999
*Charles R. Gwirtsman
- --------------------------- Director March 3, 1999
*Charles C. McGettigan
- --------------------------- Director March 3, 1999
*Myron A. Wick III
- --------------------------- Director March 3, 1999
*Daniel J. Donahoe III
- --------------------------- Director March 3, 1999
*Robert W. Campbell
*By: Evan M. Gruber, Attorney in Fact
/s/ Evan M. Gruber
- -------------------------------------
Evan M. Gruber
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EXHIBIT INDEX
NUMBER NAME OF EXHIBIT
- ------ ---------------
2+ Agreement and Plan of Reorganization and Merger, dated as of September 28, 1998, by and between Modtech,
Inc. and SPI Holdings, Inc. (included as Annex I to the Joint Proxy Statement/Prospectus)
3.1+ Certificate of Incorporation of Modtech Holdings, Inc.
3.2+ Bylaws of Modtech Holdings, Inc.
3.3+ Articles of Incorporation of Modtech, Inc.
3.4+ Bylaws of Modtech, Inc.
3.5+ Articles of Incorporation of SPI Holdings, Inc.
3.6+ Bylaws of SPI Holdings, Inc.
3.7+ Certificate of Designation of Modtech Holdings, Inc. Series A Preferred Stock
3.8+ Designation of SPI Holdings, Inc. Series A-1, A-2, A-3, A-4, A-5 and A-6 Convertible Preferred Stock
4+ Registration Rights Agreement
5+ Opinion of Haddan & Zepfel LLP regarding the validity of securities offered hereby
8.1 Executed opinion of Gibson, Dunn & Crutcher LLP regarding certain tax matters, delivered at the closing.
8.2 Executed opinion of Dorsey & Whitney LLP regarding certain tax matters, delivered at the closing.
10.1+ Transaction Advisory Agreement
10.2+ Employment Agreement -- Evan M. Gruber
10.3+ Employment Agreement -- Patrick Van Den Bossche
10.4+ Employment Agreement -- Michael G. Rhodes
10.5+ Lease between Modtech, Inc. and Pacific Continental Modular Enterprises, relating to the Barrett Street property
in Perris, California
10.6+ Lease between Modtech, Inc. and Gerald Bashaw, relating to the Morgan Street Property in Perris, California
10.7+ Lease between Modtech, Inc. and BMG2, relating to the property in Lathrop, California
10.8+ Industrial Development Bond agreements
10.9+ Lease between Office Master of Texas, Inc. and Bertrand L. Taylor, relating to the Gibbs Boulevard property in
Glen Rose, Texas.
10.10+ Lease between Baron Homes, Inc. and David V. Homme and Mary B. Homme, relating to the South Cucamonga
Avenue property in Rancho Cucamonga, California, assigned to SPI.
10.11+ Lease between Ronfran Incorporated d/b/a Standard Pacific Industries and Toth Enterprises, relating to the
Hermosa Avenue property in Rancho Cucamonga, California, assigned to SPI.
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10.12+ Lease between Arizona Millwork, Inc. and The Rosenfield Family Trust, relating to the Madison Avenue property
in Phoenix, Arizona.
10.13+ Letter agreement dated June 10, 1998 between McGettigan, Wick & Co., Inc. and Modtech, Inc.
23.1+ Consent of KPMG LLP
23.2+ Consent of Arthur Andersen LLP
23.3+ Consent of Haddan & Zepfel LLP (included in Exhibit 5)
23.4+ Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 8.1)
23.5+ Consent of Dorsey & Whitney LLP (included in Exhibit 8.2)
24+ Powers of attorney (included on Page II-4 hereof)
27+ Financial Data Schedule
99.1+ Form of Modtech, Inc. proxy
99.2+ Form of SPI Holdings, Inc. proxy
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+ Previously filed.
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