Registration No. 333-65647 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FEATHERLITE, INC. (Exact name of registrant as specified in its charter) Minnesota 41-1621676 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Highways 63 and 9 Cresco, Iowa 52136 (319) 547-6000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Conrad D. Clement President and Chief Executive Officer Featherlite, Inc. Highways 63 & 9 P.O. Box 320 Cresco, Iowa 52136 (319) 547-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Melodie R. Rose, Esq. Fredrikson & Byron, P.A. 1100 International Centre 900 Second Avenue South Minneapolis, Minnesota 55402 (612) 347-7000 Approximate date of commencement of proposed sale to the public: No further sales will be made under the Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being offered 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, please check the following box. [ X ] The registrant amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. This Post-Effective Amendment is being filed to de-register 218,281 shares of Common Stock of Featherlite, Inc. (the "Registrant") which were registered under a Registration Statement on Form S-3, Registration No. 333-65647, for sale by a selling shareholder. Such shares were not sold pursuant to the Registration Statement and the selling shareholder may now use Rule 144(k) for any sales of the shares. This final Post-Effective Amendment is being fined in accordance with the Registrant's undertaking set forth in Part II, Item 17(a)(3) of the Registration Statement. SIGNATURES In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cresco, State of Iowa, on May 15, 2000. FEATHERLITE, INC. By /s/ Conrad D. Clement Conrad D. Clement, President and Chief Executive Officer In accordance with the requirements of the Securities Act of 1933, this amendment to the Registration Statement was signed by the following persons in the capacities and on the date stated. Signature Title --------- ----- /s/ Conrad D. Clement President, Chief Executive Conrad D. Clement Officer and Director /s/ Jeffery A. Mason Chief Financial Officer and Jeffery A. Mason Director * Executive Vice President and Tracy J. Clement Director Director Terry E. Branstad * Director Thomas J. Winkel Director Kenneth D. Larson Director Charles A. Elliott *By /s/ Jeffery A. Mason Dated: May 15, 2000 Jeffery A. Mason As Attorney-in-Fact