As filed with the Securities and Exchange Commission on January 23, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NOBILITY HOMES, INC.
(Exact Name of registrant as specified in its charter)
Florida 59-1166102
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
3741 S.W. 7th Street, P.O. Box 1659, Ocala, Florida 34478
(Address of principal executive offices) (zip code)
NOBILITY HOMES, INC.
STOCK INCENTIVE PLAN
(Full title of the Plan)
Terry E. Trexler
President
Nobility Homes, Inc.
3741 S.W. 7th Street, P.O. Box 1659
Ocala, Florida 34478
(Name and address of agent for service)
(352) 732-5157
(Telephone number, including area code, of agent for service)
Copy to:
Linda Y. Kelso, Esq.
Foley & Lardner
200 Laura Street
Jacksonville, Florida 32202
(904) 359-2000
Calculation of Registration Fee
Proposed
Title of each Proposed maximum
class of Amount to maximum aggregate Amount of
securities to be offering offering registration
be registered registered(1) per share(2) price(2) fee(2)
Common Stock, 300,000 $19.31 $5,023,437.50 $1,481.91
$0.10 par shares
value
(1) Plus an indeterminate number of shares which may be issued as a
result of anti-dilution provisions contained in the Plan.
(2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of
1933, as amended, the amounts shown are based (i) on 25,000 shares subject
to outstanding options having an exercise price of $12.75 per share,
(ii) 100,000 shares subject to outstanding options having an exercise
price of $13.25 per share, and (iii) 175,000 shares reserved for future
grants under the plan, the registration fee for which has been calculated
on the basis of the average of the bid and asked prices of the
registrant's Common Stock as reported on the Nasdaq National Market on
January 16, 1998.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities
and Exchange Commission are hereby incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K for the
year ended November 2, 1996.
(b) The registrant's quarterly reports on Form 10-Q for
the quarters ended February 1, 1997, May 3, 1997 and August 2,
1997.
(c) The description of the registrant's Common Stock, par
value $0.10 per share set forth under the caption "Description
of Capital Stock" in the Company's Registration Statement on
Form S-3 (No. 333-09857) filed under the Securities Act of 1933;
and
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all shares of Common Stock being offered hereby have been sold or
which deregisters all shares of Common Stock then remaining unsold shall
be deemed incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Florida Business Corporation Act (the "Florida Act") permits a
Florida corporation to indemnify a present or former director or officer
of the corporation (and certain other persons serving at the request of
the corporation in related capacities) for liabilities, including legal
expenses, arising by reason of service in such capacity if such person
shall have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and in any
criminal proceeding if such person had no reasonable cause to believe his
conduct was unlawful. However, in the case of actions brought by or in the
right of the corporation, no indemnification may be made with respect to
any matter as to which such director or officer shall have been adjudged
liable, except in certain limited circumstances.
The registrant's Bylaws provides that the registrant shall indemnify
directors and executive officers to the fullest extent now or hereafter
permitted by the Florida Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4A. Nobility Homes, Inc. Stock Incentive Plan
4B. Form of Option Award Agreement for Key Employees
5. Opinion of Foley & Lardner as to the legality of the securities
to be issued
23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit
5)
23B. Consent of Price Waterhouse LLP
24. Power of Attorney (included on the signature page of this
registration statement)
Item 9. Undertakings
The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), 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 the time shall be deemed to be the initial bona fide
offering thereof.
(3) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the 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.
(4) 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the Articles of Incorporation or
Bylaws of the registrant 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 Securities
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 the 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 Securities Act and will be governed by
the final adjudication of such issue.
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 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 Ocala, State of Florida, on
January 21, 1998.
NOBILITY HOMES, INC.
By /s/ Terry E. Trexler
Terry E. Trexler, President
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on the Signature Page to this registration statement constitutes
and appoints Terry E. Trexler and Thomas W. Trexler, and each or any of
them, his or her true and lawful attorneys-in-fact and agents, 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 any and all registration statements filed pursuant to Rule
462(b) under the Securities Act of 1933), and to file the same, with all
exhibits and other documents in connection therewith, with the Securities
and Exchange Commission, and grants 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 to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or his or her 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.
Date: January 21, 1998 /s/ Terry E. Trexler
Terry E. Trexler
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
Date: January 21, 1998 /s/ Thomas W. Trexler
Thomas W. Trexler
Executive Vice President (Principal
Financial Officer)
Date: January 21, 1998 /s/ Lynn J. Cramer
Lynn J. Cramer
Treasurer (Principal Accounting Officer)
Date: January 21, 1998 /s/ Richard C. Barberie
Richard C. Barberie, Director
Date: January 15, 1998 /s/ Robert Holliday
Robert Holliday, Director
Date: January 21, 1998 /s/ Robert P. Saltsman
Robert P. Saltsman, Director
EXHIBIT INDEX
4A. Nobility Homes, Inc. Stock Incentive Plan
4B. Form of Option Award Agreement for Key Employees
5. Opinion of Foley & Lardner as to the legality of the securities
to be issued
23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit
5)
23B. Consent of Price Waterhouse LLP
24. Power of Attorney (included on the signature page of this
registration statement)