As filed with the Securities and Exchange Commission on June 5, 1997.
Registration No. 33-[ ]
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHATEAU COMMUNITIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 38-3132038
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
6430 SOUTH QUEBEC STREET
ENGLEWOOD, COLORADO 80111
(303) 741-3707
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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AMENDED AND RESTATED 1993 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
1997 EQUITY COMPENSATION PLAN
(FULL TITLE OF PLAN)
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GARY P. MCDANIEL
6430 SOUTH QUEBEC STREET
ENGLEWOOD, COLORADO 80111
(303) 741-3707
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
JAY L. BERNSTEIN, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT
OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND
OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. <checked-box>
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CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE
PER SHARE (1) OFFERING PRICE
Common Stock,
$.01 par value 523,084(2) $21.185(3) $ 11,081,378 $3,358
Common Stock,
$.01 par value 950,000(4) $26.125(5) $ 24,818,750 $7,521
TOTAL 1,473,084 $10,879
(FOOTNOTES ON NEXT PAGE)
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee.
(2) Represents the number of shares of Common Stock that may be
purchased upon exercise of stock options outstanding, as of the date
hereof, under the registrant's 1993 Plan (as defined herein).
(3) Represents the weighted average exercise price of the outstanding
stock options being registered hereby.
(4) Represents the maximum number of unallocated shares of Common Stock
reserved for issuance upon exercise of stock options that may be
granted in the future or restricted shares of Common Stock that may
be issued under the registrant's 1997 Plan (as defined herein).
(5) Represents the average of the high and low sale prices of the Common
Stock reported on the New York Stock Exchange on June 2, 1997.
PAGE
EXPLANATORY NOTE
This Registration Statement covers (i) 523,084 shares of common
stock, par value $.01 per share (the "Common Stock"), of Chateau
Communities, Inc., a Maryland corporation (the "Registrant"), that may
be issued upon the exercise of stock options previously granted under
the Amended and Restated 1993 Stock Option and Stock Appreciation Rights
Plan of Roc Communities, Inc. (the "1993 Plan"), assumed by the
Registrant pursuant to the Amended and Restated Agreement and Plan of
Merger, dated as of September 17, 1996, as amended by the Amendment
thereto, dated as of December 20, 1996 (collectively, the "Merger
Agreement"), by and among the Registrant, Roc Communities, Inc. ("ROC")
and a wholly-owned subsidiary of the Registrant, and (ii) 950,000 shares
of Common Stock reserved by the Registrant for issuance upon exercise of
stock options that may be granted in the future or restricted shares of
Common Stock that may be issued under the Registrant's 1997 Equity
Compensation Plan (the "1997 Plan," and together with the 1993 Plan, the
"Plans"). Pursuant to Rule 428 promulgated under the Securities Act of
1933, as amended (the "Securities Act"), the Registrant will deliver a
prospectus meeting the requirements of Part I of Form S-8, as amended,
to all participants in the Plans.
PAGE
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents of the Registrant which have been filed
with the Securities and Exchange Commission (the "Commission")
(Commission File No. 001-12496) are hereby incorporated by reference in
this Registration Statement.
(1) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996;
(2) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1997; and
(3) The Registrant's Registration Statement on Form 8-A, which
contains a description of the Common Stock, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of
1934 (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 in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement
of information contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed modified or superseded
for the purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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The Registrant's Charter limits the liability of the
Registrant's directors and officers to the Registrant and its
stockholders to the fullest extent permitted from time to time by
Maryland law. Maryland law presently permits the liability of directors
and officers to a corporation or its stockholders for money damages to
be limited, except to the extent that (i) it is proved that the director
or officer actually received an improper benefit or profit in money,
property or services for the amount of the benefit or profit in money,
property or services actually received, or (ii) a judgment or other
final adjudication is entered in a proceeding based on a finding that
the director's or officer's action, or failure to act, was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding. This provision does not limit the
ability of the Registrant or its stockholders to obtain other relief,
such as an injunction or rescission.
The Charter and By-Laws require (or permit, as the case may be)
the Registrant to indemnify its directors, officers and certain other
parties to the fullest extent permitted from time to time by Maryland
law. The Maryland General Corporation Law ("MGCL") permits a corporation
to indemnify its directors, officers and certain other parties against
judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by
reason of their service to or at the request of the corporation, unless
it is established that (i) the act or omission of the indemnified party
was material to the matter giving rise to the proceeding and (x) was
committed in bad faith or (y) was the result of active and deliberate
dishonest, (ii) the indemnified party actually received an improper
personal benefit in money, property or services or (iii) in the case of
any criminal proceeding, the indemnified party had reasonable cause to
believe that the act or omission was unlawful. Indemnification may be
made against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by the director or officer in connection with
the proceeding; PROVIDED, HOWEVER, that if the proceeding is one by or
in the right of the corporation, indemnification may not be made with
respect to any proceeding in which the director or officer has been
adjudged to be liable to the corporation. In addition, a director or
officer may not be indemnified with respect to any proceeding charging
improper personal benefit to the director or officer in which the
director or officer was adjudged to be liable on the basis that personal
benefit was improperly received. The termination of any proceeding by
conviction, or upon a plea of nolo contendere or its equivalent, or an
entry of any order of probation prior to judgment, creates a rebuttable
presumption that the director or officer did not meet the requisite
standard of conduct required for indemnification to be permitted. It is
the position of the Securities and Exchange Commission that
indemnification of directors and officers for liabilities arising under
the Securities Act is against public policy and is unenforceable
pursuant to Section 14 of the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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There are filed with the Registration Statement the following
exhibits:
4.1 Articles of Amendment and Restatement of the
Registrant (1993) (incorporated by reference to
the Exhibits filed with the Registrant's
Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995, filed with the
Commission on August 10, 1995 (File No. 1-12496))
4.2 Articles of Amendment of the Registrant (1995)
4.3 Articles of Amendment of the Registrant (1997)
(incorporated by reference to the Exhibits filed
with the Registrant's Current Report on Form 8-K,
filed with the Commission on May 30, 1997 (File
No. 1-12496))
4.4 Amended and Restated By-Laws of the Registrant
(incorporated by reference to the Exhibits filed
with the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended March 31,
1997, filed with the Commission on May 15, 1997
(File No. 1-12496))
4.5 Specimen of Common Stock Certificate
(incorporated by reference to the Exhibits to the
Registrant's Registration Statement on Form S-11,
filed with the Commission on November 10, 1993
(File No. 33-69150))
5.2 Opinion of Piper & Marbury L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Piper & Marbury L.L.P. (contained in
its opinion filed as Exhibit 5.2)
24 Powers of Attorney (included on page II-4)
ITEM 9. UNDERTAKINGS.
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(a) The 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:
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(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission 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 purpose 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 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 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 of 1934) 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 the time shall be deemed to be the initial BONA
FIDE offering thereof.
(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 Securities Act of 1933 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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PAGE
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 Englewood,
State of Colorado, on the 30th day of May, 1997.
CHATEAU PROPERTIES, INC.
By: /s/ Tamara D. Fischer
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Tamara D. Fischer
Chief Financial Officer
II-4
PAGE
POWER OF ATTORNEY
Each person whose signature appears below, hereby constitutes
and appoints Gary P. McDaniel, C.G. Kellogg and Tamara D. Fischer,
or any of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name,
place and sead, in any and all capacities, to sign this Registration
Statement and any or all amendments, including pre-effective and
post-effective amendments, thereto, and to file the same, with exhibits
thereto and any and all other documents filed as part of or in
connection herewith, with the Securities and Exchange Commission,
granting unto each of such 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 connection with such matters, as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each of such 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 date indicated:
SIGNATURE TITLE DATE
/s/ John A. Boll Chairman of the Board of Directors May 30, 1997
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John A. Boll
/s/ Gary P. McDaniel Director and Chief Executive Officer May 30, 1997
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Gary P. McDaniel (Principal Executive Officer)
/s/ C.G. Kellogg Director and President May 30, 1997
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C.G. Kellogg
/s/ Tamara D. Fischer Chief Financial Officer (Principal May 30, 1997
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Tamara D. Fischer Financial Accounting Officer)
/s/ Edward R. Allen Director May 30, 1997
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Edward R. Allen
/s/ Gebran S. Anton, Jr. Director May 30, 1997
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Gebran S. Anton, Jr.
/s/ James L. Clayton Director May 30, 1997
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James L. Clayton
/s/ Steven G. Davis Director May 30, 1997
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Steven G. Davis
/s/ James M. Hankins Director May 30, 1997
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James M. Hankins
/s/ James M. Lane Director May 30, 1997
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James M. Lane
/s/ Donald E. Miller Director May 30, 1997
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Donald E. Miller
s/ Rhonda G. Hogan Director May 30, 1997
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Rhonda G. Hogan
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PAGE
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE NO.
4.1 Articles of Amendment and Restatement of the
Registrant (1993) (incorporated by reference
to the Exhibits filed with the Registrant's
Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1995, filed
with the Commission on August 10, 1995 (File
No. 1-12496))
4.2 Articles of Amendment of the Registrant (1995)
4.3 Articles of Amendment of the Registrant (1997)
(incorporated by reference to the Exhibits filed
with the Registrant's Current Report on Form 8-K,
filed with the Commission on May 30, 1997 (File
No. 1-12496))
4.4 Amended and Restated By-Laws of the Registrant
(incorporated by reference to the Exhibits filed
with the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1997,
filed with the Commission on May 15, 1997 (File No.
1-12496))
4.3 Specimen of Common Stock Certificate (incorporated
by reference to the Exhibits to the Registrant's
Registration Statement on Form S-11, filed with the
Commission on November 10, 1993 (File No. 33-69150))
5.2 Opinion of Piper & Marbury L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Piper & Marbury L.L.P. (contained in its
opinion filed as Exhibit 5.2)
24 Powers of Attorney (included on page II-4)
II-6
PAGE