AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1998
REGISTRATION NO. 333 -
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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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MONACO COACH CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 35-1880244
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(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ORGANIZATION)
91320 INDUSTRIAL WAY
COBURG, OR 97408
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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MONACO COACH CORPORATION
401(k) PLAN AND TRUST
(FULL TITLE OF THE PLAN)
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KAY L. TOOLSON
CHIEF EXECUTIVE OFFICER
MONACO COACH CORPORATION
91320 INDUSTRIAL WAY
COBURG, OREGON 97408
(541) 686-8011
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
HENRY P. MASSEY, JR., ESQ.
CHRISTINE L. RICHARDSON, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
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Common Stock, $.01 par value (1) 750,000 shares $23.375(2) $17,531,250(2) $ 5,172
Common Stock interests in the Monaco (3) (3) (3) (3)
Coach Corporation 401(k) Plan and Trust
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(1) Shares to be held by the Monaco Coach Corporation 401(k) Plan and Trust.
(2) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of computing the amount of the registration
fee based on the prices of the Company's Common Stock as reported on the
Nasdaq National Market on September 23, 1998.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Monaco Coach Corporation
401(k) Plan and Trust described herein.
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MONACO COACH CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Monaco Coach Corporation (the "Registrant") and the Monaco Coach
Corporation 401(k) Plan and Trust (the "Plan") hereby incorporate by reference
into this Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission (the "Commission"):
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 3, 1998, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 4, 1998, filed pursuant to Section 13(a) of the Exchange
Act.
3. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 4, 1998, filed pursuant to Section 13(a) of the Exchange Act.
4. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated August 13, 1993, filed
pursuant to Section 12(g) of the Exchange Act, which was declared effective by
the Commission on September 23, 1993, including any amendment or report filed
for the purpose of updating such description.
5. The information contained in the Registrant's Registration
Statement on Form S-8 (file no. 33-76372) filed on or about March 14, 1994.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment indicating that all securities offered have
been sold or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing 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.
Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While
the relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. The statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit. The Company has
adopted provisions in its Certificate of Incorporation which eliminate the
personal liability of its directors to the Company and its stockholders for
monetary damages for breach or alleged breach of their duty of care. The Bylaws
of the Company provide for indemnification of its directors, officers, employees
and agents to the full extent permitted by the General Corporation Law of the
State of Delaware, the Company's state of incorporation, including those
circumstances in which indemnification would otherwise be discretionary under
Delaware Law. Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 Monaco Coach Corporation 401(k) Plan and Trust.
23.1 Consent of PricewaterhouseCoopers L.L.P., Independent Accountants.
23.2 Consent of Counsel.
24.1 Power of Attorney (see page II-7).
99.1 Internal Revenue Service Determination Letter, dated July 3, 1997.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned 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:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended;
(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)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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) Filing incorporating subsequent exchange act documents by reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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 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 Act and
will be governed by final adjudication of such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Coburg, State of Oregon,
on this 24th day of September, 1998.
MONACO COACH CORPORATION
By: /s/ John W. Nepute
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John W. Nepute
Title: Vice President of Finance and Chief Financial
Officer
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SIGNATURES
MONACO COACH CORPORATION 401(k) PLAN AND TRUST. Pursuant to the
requirements of the Securities Act of 1933, as amended, the Administrator of the
Monaco Coach Corporation 401(k) Plan and Trust has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Coburg, State of Oregon, on September 24, 1998.
MONACO COACH CORPORATION
401(k) PLAN AND TRUST
By: /s/ John W. Nepute
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John W. Nepute
Title: As a member of the Monaco Coach Corporation
401(k) Plan and Trust Committee
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kay L. Toolson and John W. Nepute jointly
and severally, as his or her attorney-in-fact and agent, each 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 to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitute, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
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/s/ Kay L. Toolson
--------------------------- Chairman of the Board and Chief Executive September 23, 1998
Kay L. Toolson Officer (Principal Executive Officer)
/s/ John W. Nepute Vice President of Finance and Chief September 24, 1998
--------------------------- Financial Officer (Principal Financial Officer)
John W. Nepute
/s/ Michael J. Kluger Director September 24, 1998
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Michael J. Kluger
/s/ Lee A. Posey Director September 24, 1998
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Lee A. Posey
/s/ Carl E. Ring, Jr. Director September 24, 1998
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Carl E. Ring, Jr.
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/s/ Richard A. Rouse Director September 24, 1998
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Richard A. Rouse
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INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 Monaco Coach Corporation 401(k) Plan and Trust.
23.1 Consent of PricewaterhouseCoopers L.L.P., Independent Accountants
23.2 Consent of Counsel.
24.1 Power of Attorney (see page II-7).
99.1 Internal Revenue Service Determination Letter, dated July 3, 1997.
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