As filed with the Securities and Exchange Commission on January 8, 2002 Registration No. 333- -------- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- 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) --------------- 31700 MIDDLEBELT ROAD, SUITE 145 FARMINGTON HILLS, MICHIGAN 48334 (Address of Principal Executive Offices) --------------- SECOND AMENDED AND RESTATED 1993 STOCK OPTION PLAN (Full title of the plan) --------------- 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) --------------- 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 ================================================================================ 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 - ---------------- -------------- --------- --------- ---------------- Common Stock, par value $.01 per share 3,069 $37.87 $116,223.02 $27.77 ================================================================================ (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) -------------------- * 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). -2-
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 -------------------------------------------------- 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 ---- ----- ---- Chief Executive Officer, President, and /s/ Gary A. Shiffman Chairman of the Board of Directors December 21, 2001 - -------------------- 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 - ------------------- Paul D. Lapides -3-
NAME TITLE DATE ---- ----- ---- /s/ Ted J. Simon Director December 21, 2001 - ---------------- Ted J. Simon /s/ Clunet R. Lewis - ------------------- Clunet R. Lewis Director December 21, 2001 /s/Ronald L. Piasecki - --------------------- Ronald L. Piasecki Director December 21, 2001 /s/ Arthur A. Weiss - ------------------- Arthur A. Weiss Director December 21, 2001 -4-
Exhibit Index Exhibit Exhibit Number Description - ------ ----------- 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
EXHIBIT 5.1 (on JaffeRaitt letterhead) January 8, 2002 Sun Communities, Inc. 31700 Middlebelt Road, Suite 145 Farmington Hills, Michigan 48334 Re: Sun Communities, Inc. Gentlemen: We have acted as counsel to Sun Communities, Inc. (the "Company"), a Maryland corporation, in connection with the registration by the Company of up to 3,069 shares (the "Shares") of Common Stock, $.01 par value per share, to be issued and sold by the Company from time to time upon the exercise of options granted under the Sun Communities, Inc. Second Amended and Restated 1993 Stock Option Plan, as described in the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 8, 2002 (together with all amendments thereto, the "Registration Statement"). As your counsel in connection with this transaction, we have examined the proceedings proposed to be taken by the Company in connection with the sale and issuance of the Shares. We do not purport to be experts on or to express any opinion in this letter concerning any law other than the laws of the State of Michigan and the General Corporation Law of Maryland, and this opinion is qualified accordingly. This opinion is limited to matters expressly set forth in this letter, and no opinion is to be inferred or may be implied beyond the matters expressly so stated. In rendering the opinion contained in this letter, we have assumed without investigation that the information supplied to us by the Company is accurate and complete. Based upon and subject to the foregoing, it is our opinion that the shares of Common Stock to be offered under the Registration Statement have been duly authorized, and upon the issuance and sale thereof in the manner referred to in the Registration Statement, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever it appears in the Registration Statement. Very truly yours, JAFFE, RAITT, HEUER & WEISS Professional Corporation /s/ JAFFE, RAITT, HEUER & WEISS
EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 12, 2001, relating to the financial statements and financial statement schedule, which appears in Sun Communities, Inc.'s Annual Report on Form 10-K/A for the year ended December 31, 2000. PricewaterhouseCoopers LLP Detroit, Michigan January 4, 2002