As filed with the Securities and Exchange Commission on January 8, 2002
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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SUN COMMUNITIES, INC.
(Exact name of registrant as specified in its governing instrument)
MARYLAND 38-2730780
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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31700 MIDDLEBELT ROAD, SUITE 145
FARMINGTON HILLS, MICHIGAN 48334
(Address of Principal Executive Offices)
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SECOND AMENDED AND RESTATED LONG TERM INCENTIVE PLAN
(Full title of the plan)
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GARY A. SHIFFMAN
CHIEF EXECUTIVE OFFICER
SUN COMMUNITIES, INC.
31700 MIDDLEBELT ROAD, SUITE 145
FARMINGTON HILLS, MICHIGAN 48334
(248) 932-3100
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
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Copy to:
JEFFREY M. WEISS, ESQ.
JAFFE, RAITT, HEUER & WEISS, P.C.
ONE WOODWARD AVENUE, SUITE 2400
DETROIT, MICHIGAN 48226
(313) 961-8380
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share (1) Price (2) Registration Fee
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Common Stock, par value $.01 per share 168,000 $37.87 $6,362,160 $1,520.55
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933, based on the average of
the high and low prices of the Common Stock, par value $.01 per share, of
Sun Communities, Inc., reported on the New York Stock Exchange on January
4, 2002.
(2) Represents the fair market value of the Common Stock on January 4, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
The documents containing the information specified in this Item 1 will
be sent or given to employees or others as specified by Rule 428(b)(1). In
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents containing the information specified in this Item 2 will
be sent or given to employees or others as specified by Rule 428(b)(1). In
accordance with the rules and regulations of the Commission and the instructions
to Form S-8, such documents are not being filed with the Commission either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents and information heretofore filed with the
Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the Commission on March 30, 2001, as
amended by the Company's Form 10-K/A filed with the Commission on July
2, 2001.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001 filed pursuant to the Exchange Act on November
14, 2001;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001 filed pursuant to the Exchange Act on August 14,
2001;
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001 filed pursuant to the Exchange Act on May 14,
2001; and
(e) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed pursuant to the
Exchange Act, and all amendments or reports filed for the purpose of
updating such description.
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All documents subsequently filed with the Commission 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 in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement or in a document
incorporated, or deemed to be incorporated, by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such earlier statement. Any 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 of the shares of the Registrant's Common Stock to be
issued pursuant to this Registration Statement will be passed upon by Jaffe,
Raitt, Heuer & Weiss, P.C. Arthur A. Weiss, who is a director of the Registrant,
is a shareholder of Jaffe, Raitt, Heuer & Weiss, P.C. In addition, as of
December 21, 2001, certain shareholders of Jaffe, Raitt, Heuer & Weiss, P.C.
beneficially owned approximately 55,299 shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's charter authorizes the Company to obligate itself to
indemnify its present and former directors and officers and to pay or reimburse
expenses for such individuals in advance of the final disposition of a
proceeding to the maximum extent permitted from time to time by Maryland law.
The Company's bylaws obligate it to indemnify and advance expenses to present
and former directors and officers to the maximum extent permitted by Maryland
law. The Maryland General Corporation Law ("MGCL") permits a corporation to
indemnify its present and former directors and officers, among others, against
judgments, penalties, fines, settlements, and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made a
party by reason of their service to the Company in those capacities unless it is
established that: (i) the act or omission of the director or officer 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
director or officer actually received an improper personal benefit in money,
property, or services; or (iii) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission was
unlawful.
The MGCL permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, except to the extent that:
(i) it is proved that the person actually received an improper benefit or profit
in money, property or services; or (ii) a judgment or other final adjudication
is entered in a proceeding based on a finding that the person's action, or
failure to act, was the result
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of active and deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding. The Company's charter contains a provision
providing for elimination of the liability of its directors or officers to the
Company or its stockholders for money damages to the maximum extent permitted by
Maryland law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed herewith or incorporated by reference
into this registration statement on Form S-8.
4.1 Second Amended and Restated Long Term Incentive Plan
4.2 Form of Stock Option Agreement between the Company and certain
employees*
5.1 Opinion of Jaffe, Raitt, Heuer & Weiss, P.C. as to legality of
securities being registered
23.1 Consent of Jaffe, Raitt, Heuer & Weiss, P.C. (included as part
of Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers L.L.P., independent
accountants
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
* Incorporated by reference to Exhibit 10.10 of the Registrant's Registration
Statement on Form S-11 (File No. 33-69340).
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Farmington Hills, State of Michigan, December 21,
2001.
SUN COMMUNITIES, INC.,
a Maryland corporation
By: /s/ Jeffrey P. Jorissen
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Jeffrey P. Jorissen, Senior Vice President,
Chief Financial Officer, Secretary and Principal
Accounting Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints Gary A. Shiffman and Jeffrey P.
Jorissen, or either of them, his attorneys-in-fact and agents, with full power
of substitution and resubstitution for him in any and all capacities, to sign
any or all amendments or post-effective amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith or in connection with the registration of the Common Stock
under the Securities Act of 1933, with the Securities and Exchange Commission,
granting unto each of such attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may 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 date indicated.
NAME TITLE DATE
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Chief Executive Officer, President, and
/s/ Gary A. Shiffman Chairman of the Board of Directors December 21, 2001
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Gary A. Shiffman
Senior Vice President, Chief Financial
/s/ Jeffrey P. Jorissen Officer, Secretary and Principal December 21, 2001
----------------------- Accounting Officer
Jeffrey P. Jorissen
/s/ Paul D. Lapides Director December 21, 2001
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Paul D. Lapides
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NAME TITLE DATE
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/s/ Ted J. Simon Director December 21, 2001
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Ted J. Simon
/s/ Clunet R. Lewis
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Clunet R. Lewis Director December 21, 2001
/s/Ronald L. Piasecki
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Ronald L. Piasecki Director December 21, 2001
/s/ Arthur A. Weiss
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Arthur A. Weiss Director December 21, 2001
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Exhibit Index
Exhibit Exhibit
Number Description
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4.1 Second Amended and Restated Long Term Incentive Plan
5.1 Opinion of Jaffe, Raitt, Heuer & Weiss, P.C. as to legality of
securities being registered
23.2 Consent of PricewaterhouseCoopers L.L.P., independent accountants