UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNITED MOBILE HOMES, INC.
(Exact name of registrant as specified in its charter)
Maryland 22-1890929
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3499 Route 9, Suite 3C, Freehold, NJ 07728
(Address of principal executive offices) (Zip code)
UNITED MOBILE HOMES, INC. 2003 STOCK OPTION PLAN
(Full title of the plan)
Anna Chew, Vice President and Chief Financial Officer
3499 Route 9, Suite 3C, Freehold, NJ 07728
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 732-
577-9997
This registration statement shall hereafter become effective in
accordance with Rule 462 promulgated under the Securities Act of
1933, as amended.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to maximum maximum
Securities be offering aggregate Amount of
to be registered price per offering registration
registered (1) share (2) price fee
Common stock 39,000 $ 15.00 $585,000
($.10 par 25,000 16.92 423,000
value) 25,000 18.62 465,500
41,000 13.05 535,050
1,370,000 14.05 (3) 19,248,500
________ ________
1,500,000 21,257,050 $2,693.27
======== ======== ========
(1) Pursuant to Rule 416(a), this registration statement
includes such indeterminate shares as may become subject to
options under the 2003 Stock Option Plan as a result of the
adjustment provisions therein.
(2) Estimated pursuant to Rule 457 solely for the purpose of
determining the registration fee. The price is based upon the
exercise price of the outstanding but unexercised options.
(3) Estimated pursuant to Rule 457 solely for the purpose of
determining the registration fee. The price is based upon the
closing price as reported on the American Stock Exchange on July
20, 2004.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual
Information*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the registration statement in
accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
United Mobile Homes, Inc. (the "Registrant") hereby
incorporates by reference in this registration statement the
following documents:
(a) The Registrant's most recent annual report on Form 10-K
for the year ended December 31, 2003 filed pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 2003, including
the report on Form 10-Q for the quarterly period ended March 31,
2004.
(c) The description of the Registrant's Class A common
shares, $.10 par value, which is contained in a registration
statement filed under the Exchange Act, 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 to this
registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities
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.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
United Mobile Homes, Inc. (the "Company") is organized in
the State of Maryland. The Maryland General Corporation Law
("MGCL") permits a corporation to include in its charter a
provision limiting the liability of its directors and officers to
the corporation and its stockholders for money damages except for
liability resulting from (i) actual receipt of an improper
personal benefit or profit in money, property or services or (ii)
active and deliberate dishonesty established by a final judgment
as being material to the cause of action.
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The MGCL requires a corporation to indemnify its present and
former directors or officers who have been successful, on the
merits or otherwise, in the defense of any proceeding to which
the person is made a party by reason of his or her service in
that capacity. The MGCL permits a corporation to indemnify its
present and former directors and officers in connection with any
proceeding to which they may be made a party by reason of their
service in those or other capacities 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 (a) was
committed in bad faith or (b) was the result of active and
deliberate dishonesty, (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.
The indemnification may be 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 Maryland corporation, indemnification may not be
made in respect of any proceeding in which the director or
officer has been adjudged to be liable to the corporation.
In addition, a director or officer of a Maryland corporation
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 an order of probation prior to judgment
creates a rebuttal presumption that the director or officer did
not meet the requisite standard of conduct required for permitted
indemnification. The termination of any proceeding by judgment,
order or settlement, however, does not create a presumption that
the director or officer did not meet the requisite standard of
conduct for permitted indemnification.
As a condition to advancing expenses to a director who is a
party to a proceeding, the MGCL requires the Company to obtain
(a) a written affirmation by the director or officer of his or
her good faith belief that he or she has met the standard of
conduct necessary for indemnification by the Company and (b) a
written statement by or on his or her behalf to repay the amount
paid or reimbursed by the Company if it is ultimately determined
that the standard of
conduct was not met.
The Company's Articles of Incorporation provide that the
Company must indemnify its directors and officers, whether
serving the Company or at its request any other entity, to the
full extent required or permitted by Maryland law, including the
advance of expenses under the procedures and to the full extent
permitted by law. The Company's Articles of Incorporation
contain a provision which limits a director's or officer's
liability for monetary damages to the Company or its
stockholders.
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The Company has entered into Indemnification Agreements with
its directors and certain officers which generally provide that
the Company is required to indemnify any director or officer who
was, is or becomes a party to or witness or other participant in:
(i) any threatened, pending or completed action, suit or
proceeding in which such director or officer may be or may have
been involved, as a party or otherwise, by reason of the fact
that the director or officer was acting in his or her capacity as
a director or officer of the Company; or (ii) any inquiry,
hearing or investigation that such director or officer in good
faith believes might lead to the institution of any such action,
suit or proceeding against any and all expenses, to the fullest
extent permitted by law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
The following are the Exhibits included in this
Registration Statement:
4.1 United Mobile Homes, Inc.'s 2003 Stock Option Plan.
Incorporated herein by reference to the Registrant's Definitive
Proxy Statement dated July 10, 2003, filed with the Securities
and Exchange Commission on July 10, 2003.
5 Opinion of Blackwell Sanders Peper Martin LLP regarding
legality.
23.1 Consent of Blackwell Sanders Peper Martin LLP (included
in Exhibit 5).
23.2 Consent of KPMG LLP, Independent Registered Public
Accounting Firm.
24 Power of Attorney.
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Item 9. UNDERTAKINGS
(a) RULE 415 OFFERING
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:
(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 thereto) 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 end 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 a 20 percent change in the
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement;
(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 with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section
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, 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.
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(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, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 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) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8
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 and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment of 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,
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 Borough of Freehold, State of
New Jersey on July 21, 2004.
UNITED MOBILE HOMES, INC.
By: /s/ Eugene W. Landy
EUGENE W. LANDY
Chairman of the Board
and Director
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 July 21, 2004.
Signature Title
/s/ Eugene W. Landy Chairman of the Board
Eugene W. Landy and Director
(Principal Executive Officer)
/s/ Samuel A. Landy
Samuel A. Landy President and Director
/s/ Anna T. Chew Vice President, Chief Financial
Anna T. Chew Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ James E. Mitchell
James E. Mitchell Director
/s/ Richard H. Molke
Richard H. Molke Director
/s/ Eugene Rothenberg
Eugene Rothenberg Director
/s/ Robert G. Sampson
Robert G. Sampson Director
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EXHIBIT INDEX
4.1 United Mobile Homes, Inc.'s 2003 Stock Option Plan.
Incorporated herein by reference to the Registrant's Definitive
Proxy Statement dated July 10, 2003, filed with the Securities
and Exchange Commission on July 10, 2003.
5 Opinion of Blackwell Sanders Peper Martin LLP regarding
legality.
23.1 Consent of Blackwell Sanders Peper Martin LLP (included
in Exhibit 5).
23.2 Consent of KPMG LLP, Independent Registered Public
Accounting Firm.
24 Power of Attorney.
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EXHIBIT 5
LETTERHEAD OF BLACKWELL SANDERS PEPER MARTIN LLP
July 21, 2004
United Mobile Homes, Inc.
3499 Route 9, Suite 3C
Freehold, NJ 07728
Ladies and Gentlemen:
We have acted as counsel to United Mobile Homes, Inc., a
Maryland corporation (the "Company"), in connection with the
filing of a registration statement by the Company on Form S-8
(the "Registration Statement") under the Securities Act of 1933,
as amended, registering 1,500,000 shares (the "Shares") of Common
Stock of the Company, $.10 par value per share, to be issued to
eligible participants in accordance with the terms of the United
Mobile Homes, Inc. 2003 Stock Option Plan (the "Plan").
In connection with the foregoing, we have examined such
documents, corporate records and other instruments as we have
deemed necessary or appropriate in connection with this opinion.
Based upon and subject to the foregoing, we are of the opinion
that the Shares, when sold and issued in accordance with the
Plan, will be, legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/Blackwell Sanders Peper Martin LLP
Blackwell Sanders Peper Martin LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
United Mobile Homes, Inc.:
We consent to incorporation by reference in the registration
statement on Form S-8, pertaining to the United Mobile Homes,
Inc. 2003 Stock Option Plan, of our report dated March 5, 2004,
relating to the consolidated balance sheets of United Mobile
Homes, Inc. and subsidiaries as of December 31, 2003 and 2002 and
the related consolidated statements of income, shareholders'
equity, and cash flows for each of the years in the three-year
period ended December 31, 2003, and the related schedule, which
report appears in the December 31, 2003 Annual Report on Form 10-
K of United Mobile Homes, Inc.
/s/KPMG LLP
KPMG LLP
Short Hills, New Jersey
July 21, 2004
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EXHIBIT 24
POWER OF ATTORNEY
Each person executing this Power of Attorney hereby
appoints Eugene W. Landy and Anna T. Chew, or either of them, as
his or her attorney-in-fact to execute and to file such
amendments to this Form S-8 Registration Statement as such
attorneys-in-fact, or either of them, may deem appropriate or
withdraw from the registration process this Registration
Statement.
This Power of Attorney has been signed by the following
persons in the capacities indicated on July 21, 2004.
Signature Title
/s/ Eugene W. Landy Chairman of the Board
Eugene W. Landy and Director
(Principal Executive Officer)
/s/ Samuel A. Landy
Samuel A. Landy President and Director
/s/ Anna T. Chew Vice President, Chief Financial
Anna T. Chew Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ James E. Mitchell
James E. Mitchell Director
/s/ Richard H. Molke
Richard H. Molke Director
/s/ Eugene Rothenberg
Eugene Rothenberg Director
/s/ Robert G. Sampson
Robert G. Sampson Director
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