As filed with the Securities and Exchange Commission on February 3, 2003
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 Identification No.)
of incorporation)
3741 S.W. 7th Street, P.O. Box 1659, Ocala, Florida 34478
(Address of principal executive offices) (zip code)
NOBILITY HOMES, INC.
401(k) PROFIT SHARING 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
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Title of each Proposed Proposed
class of Maximum maximum
securities to be Amount to be offering price aggregate Amount of
registered registered(1) per share(2) offering price(2) registration fee(2)
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Common Stock,
$0.01 par value 100,000 $8.845 $884,500 $81.37
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described above.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on the
average of the high and low prices for Nobility Homes, Inc. Common
Stock on the Nasdaq National Market on January 27, 2003.
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PART I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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The document or documents containing the information specified in Part
3 are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
The following documents filed by Nobility Homes, Inc. (the "Company")
with the Commission are hereby incorporated herein by reference (Commission File
No. 333-09857):
(a) The Company's Annual Report on Form 10-K for the year
ended November 2, 2002;
(b) The description of the Company's Common Stock, par value
$0.01 per share, set forth under the caption "Description of Capital Stock" on
Form S-3 (No. 333-09857) filed under the Securities Act of 1933; and
All documents subsequently filed by the Company or the Nobility Homes,
Inc. 401(k) Profit Sharing Plan 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
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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 provide 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.
The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.
The undersigned Registrant has submitted the Nobility Homes, Inc.
(401k) Profit Sharing Plan as amended, to the Internal Revenue Service "IRS" in
a timely manner and has made and will make all changes required by the IRS in
order to qualify such plan under Section 401 of the Internal Revenue Code of
1986, as amended (the "IRC").
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, 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) 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.
(4) 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.
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
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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.
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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 Ocala, State of Florida, on January 17, 2003.
NOBILITY HOMES, INC.
By /s/ Terry E. Trexler
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Terry E. Trexler, Chairman of the
Board of Directors, President and
Chief Executive Officer
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, including any amendment or
registration statement filed pursuant to Rule 462, and to file the same, with
all exhibits hereto, 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 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 17, 2003 /s/ Terry E. Trexler
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Terry E. Trexler, Chairman of the Board
of Directors, President and Chief
Executive Officer
Date: January 17, 2003 /s/ Thomas W. Trexler
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Thomas W. Trexler, Executive Vice
President (Principal Financial Officer)
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Date: January 17, 2003 /s/ Lynn J. Cramer
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Lynn J. Cramer, Jr., Treasurer (Principal
Accounting Officer)
Date: January 17, 2003 /s/ Richard C. Barberie
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Richard C. Barberie, Director
Date: January 17, 2003 /s/ Robert P. Holliday
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Robert P. Holliday, Director
Date: January 17, 2003 /s/ Robert Saltsman
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Robert P. Saltsman, Director
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Pursuant to the requirements of the Securities Act of 1933, as amended,
the Nobility Homes, Inc. 401(k) Profit Sharing Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Orlando, and the State of Florida, on this 18th
day of January, 2003.
NOBILITY HOMES, INC. 401(k) PROFIT
SHARING PLAN
By: SUNTRUST BANK, CENTRAL FLORIDA,
N.A., as trustee of the
Nobility Homes, Inc. 401(k) Profit
Sharing Plan
By: /s/ Robin Lyn O'Connor
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Name: Robin Lyn O'Connor
Title: Trust Officer
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EXHIBIT INDEX
4 Nobility Homes, Inc. 401(k) Profit Sharing Plan
23 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney relating to subsequent amendments (included on the
signature page of this Registration Statement.)