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 1993 STOCK OPTION 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 (1) Share (2) Price (3) Registration Fee
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Common Stock, par value $.01 per share 3,069 $37.87 $116,223.02 $27.77
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(1) 3,069 shares are being registered for issuance pursuant to the Sun
Communities Inc Second Amended and Restated 1993 Stock Option Plan ("Option
Plan") in addition to the 2,013,680 shares registered on July 8, 1999. This
Registration Statement covers an indeterminate number of shares reserved
for issuance pursuant to the Option Plan as a result of any future stock
split, stock dividend or similar adjustment of the outstanding Common
Stock.
(2) 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.
(3) 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 contents of the previously filed Registration Statement for Sun
Communities, Inc. dated July 8, 1999 (Registration No. 333-82479) is hereby
incorporated by reference. This Registration Statement is being filed to
register additional shares of Sun Communities, Inc. common stock.
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 1993 Stock Option Plan
4.2** Form of Stock Option Agreement between the Company and certain
directors, officers and other individuals
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)
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* Incorporated by reference to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-8 (File No. 333-82479).
** 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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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