As filed with the Securities and Exchange Commission on February 1, 2002
Registration No. 333-52569
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
OAKWOOD HOMES CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-0985879
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7800 McCloud Road
Greensboro, North Carolina 27409-9634
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(Address of principal executive offices) (Zip code)
OAKWOOD HOMES CORPORATION 1997 DIRECTOR STOCK OPTION PLAN
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(Full title of the plan)
Myles E. Standish
Oakwood Homes Corporation
7800 McCloud Road
Greensboro, North Carolina 27409
(336) 664-2400
(Name, address and telephone number, including area code, of agent for service)
with copies to:
Sean M. Jones
Kennedy Covington Lobdell & Hickman, L.L.P.
100 North Tryon Street
Suite 4200
Charlotte, North Carolina 28202
(704) 331-7400
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Registration
to be Registered Registered Per Share Price Fee
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$.50 Par Value 36,000 shares (1) (2) (2) (2)
Common Stock
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(1) This Registration Statement on Form S-8 relates to 36,000 shares of
$.50 par value common stock (the "Common Stock") of Oakwood Homes
Corporation (the "Company") that may be offered and sold from time to
time pursuant to the Oakwood Homes Corporation 1997 Director Stock
Option Plan. The Common Stock includes the associated rights to
purchase Junior Participating Class A
Preferred Stock that are attached to and trade with the shares of the
common stock. The number of shares of Common Stock registered hereby
has been adjusted to give effect to the Company's one-for-five reverse
stock split effected June 18, 2001.
(2) All required filing fees were paid in connection with the original
filing of the Registration Statement on Form S-8 on May 13, 1998.
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EXPLANATORY STATEMENT
Oakwood Homes Corporation (the "Company") is filing this Post-Effective
Amendment No. 1 to specifically include a reference on the cover page of the
Registration Statement to the rights to purchase Junior Participating Class A
Preferred Stock that are attached to and trade with the shares of Common Stock.
The original Registration Statement on Form S-8 (File No. 333-52569) was filed
with the Securities and Exchange Commission on May 13, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Item 1 is omitted from this Registration
Statement in accordance with the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
The information required by Item 2 is omitted from this Registration
Statement in accordance with the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 2001.
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated June 26,
1974, as amended by Amendment No. 1 to Form 8-A dated July 8,
1974, and as further amended in the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1991, including
any amendment or report filed for the purpose of updating such
description.
(c) The description of the Company's preferred stock purchase
rights contained in the Company's Registration Statement on
Form 8-A, filed August 22, 1991, and as amended by the
Company's Registration Statement on Form 8-A/A, filed July 24,
2001, including any amendment or report filed for the purpose
of updating such description
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of 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 herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of
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this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which is also incorporated or 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity and legality of the Common Stock registered hereunder have
been passed upon for the Company by Kennedy Covington Lobdell & Hickman, L.L.P.,
Bank of America Corporate Center, Suite 4200, 100 North Tryon Street, Charlotte,
North Carolina 28202. Clarence W. Walker, who is of counsel to Kennedy
Covington, is a member of the Company's board of directors. At January 14, 2002,
Mr. Walker and other partners and associates of Kennedy Covington and their
spouses and minor children beneficially owned an aggregate of 16,882 shares of
the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
The North Carolina Business Corporation Act (the "NCBCA") contains
provisions prescribing the extent to which directors and officers shall or may
be indemnified against liabilities which they may incur in their capacities as
such. Under those provisions the availability or requirements of indemnification
or reimbursement of expenses is dependent upon numerous factors, including
whether the action is brought by the corporation or by unrelated third parties
and the extent to which the potential indemnitee is successful in his defense.
The Bylaws of the Company provide for indemnification of directors to the
fullest extent permitted by law.
The NCBCA also permits a corporation to purchase and maintain insurance
on behalf of its directors and officers against liabilities which they may incur
in their capacities as such, whether or not the corporation would have the power
to indemnify them under other provisions of the NCBCA. The Company has purchased
insurance to provide for indemnification of directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of exhibits is set forth on the Exhibit Index that immediately
precedes the exhibits and is incorporated by reference herein.
Item 9. Undertakings.
The Company hereby undertakes:
(a) 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;
(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; 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)(i) and (a)(ii) do not apply if
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 Exchange Act that are incorporated by reference in the
registration statement.
(b) That, for the purpose of determining any liability under 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 that time shall be
deemed to be the initial bona fide offering thereof.
(c) 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.
(d) 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.
(e) 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 foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
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 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 and will be governed by the final adjudication of such
issue.
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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 Greensboro, State of North Carolina, on this 30th day
of January, 2002.
OAKWOOD HOMES CORPORATION
By: /s/ Suzanne H. Wood
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Name: Suzanne H. Wood
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 30th day of January, 2002.
NAME TITLE
/s/ Myles E. Standish Director, Chief Executive Officer and President
- ----------------------------- (Principal Executive Officer)
Myles E. Standish
/s/ Dennis I. Meyer Director
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Dennis I. Meyer
/s/ Kermit G. Phillips, II Director
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Kermit G. Phillips, II
Director
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Sabin C. Streeter
/s/ Francis T. Vincent, Jr. Director
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Francis T. Vincent, Jr.
/s/ Clarence W. Walker Director
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Clarence W. Walker
/s/ H. Michael Weaver Director
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H. Michael Weaver
/s/ Robert A. Smith Director
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Robert A. Smith
/s/ Suzanne H. Wood Executive Vice President and
- ----------------------------- Chief Financial Officer
Suzanne H. Wood (Principal Financial and Accounting Officer)
OAKWOOD HOMES CORPORATION
EXHIBIT INDEX
Exhibit No. Exhibit Description
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4.1 Restated Articles of Incorporation of the Company dated
January 25, 1984 (Exhibit 3.2 to the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 1984)
4.2 Articles of Amendment to the Restated Articles of
Incorporation of the Company dated February 18, 1988
(Exhibit 3 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1988)
4.3 Articles of Amendment to the Restated Articles of
Incorporation of the Company dated April 23, 1992 (Exhibit 3.3
to the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1992)
4.4 Articles of Amendment to the Restated Articles of
Incorporation of the Company dated June 13, 2001 (Exhibit 2 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001)
4.5 Amended and Restated Bylaws of the Company adopted February 1,
1995 (Exhibit 3.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1994)
4.6 Shareholder Protection Rights Agreement dated August 22, 1991
between the Company and Wachovia Bank of North Carolina, N.A.,
as Rights Agent (Exhibit 4.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1991)
4.7 Amendment to Shareholder Protection Rights Agreement dated
July 24, 2001 between the Company and First Union National
Bank, N.A., as successor Rights Agent (Exhibit 2 to the
Company's Registration Statement on Form 8-A/A filed August 2,
2001)
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
(previously filed)
23.1 Consent of PricewaterhouseCoopers LLP*
23.2 Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
(previously filed)
24.1 Power of Attorney*
* Filed herewith.