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UNIVERSAL FOREST PRODUCTS, INC. FORM S-8
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<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
As filed with the Securities and Exchange Commission on May 10, 2002 -
Registration No. _______ </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>UNITED STATES<BR>

SECURITIES AND EXCHANGE COMMISSION</FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Washington, D.C. 20549</FONT></H1>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=5>FORM S-8</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>REGISTRATION STATEMENT<BR>

UNDER THE SECURITIES ACT OF 1933</FONT></H1>

<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=5><B>UNIVERSAL FOREST PRODUCTS, INC.</B></FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>(Exact name of registrant as specified in its charter)</FONT></P>

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           <B>Michigan</B><BR>
(State or other jurisdiction of<BR>
incorporation or organization)
</TD>

<TD width=50% align=center>
<B>38-1465835</B><BR>
(I.R.S. Employer Identification No.)<BR>&nbsp;</TD>
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<B>2801 East Beltline, N.E., Grand Rapids, Michigan</B><BR>
  (Address of Principal Executive Offices)
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<B>49525</B><BR>
(Zip Code)</TD>
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<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
<B>Universal Forest Products, Inc. 2002 Employee Stock Purchase Plan</B><BR>

                                              (Full Title of the Plan)</FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Matthew Missad<BR>

2801 East Beltline, N.E., Grand Rapids, Michigan 49525<BR>

(616) 364-6161</B><BR>

                   (Name, address and telephone number, including area code of agent for service)</FONT></P>

<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Copies of Communications to:</B><BR>

                                                Michael G. Wooldridge<BR>
                                      Varnum, Riddering, Schmidt &amp; Howlett LLP<BR>
                                        333 Bridge Street, N.W., P.O. Box 352<BR>
                                          Grand Rapids, Michigan 49501-0352<BR>
                                                   (616) 336-6000</FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CALCULATION OF REGISTRATION FEE</FONT></H1>

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<TD width=28%>
    <B>Title of<BR>
Securities to be<BR>
   Registered</B>
 </TD>
<TD width=18%>
<B>Amount to be<BR>
 Registered </B>
 </TD>
<TD width=18%>
   <B>Proposed Maximum<BR>
Offering Price<BR>
 Per Share(2)</B>
 </TD>
<TD width=18%>
   <B>Proposed<BR>
    Maximum  <BR>
   Aggregate  <BR>
Offering Price(2)</B>
</TD>
<TD width=18%>
   <B>Amount of<BR>
Registration Fee</B>
</TD>
</TR>
<TR valign=top align=center>
<TD width=28%>
Common Stock<BR>
(No Par Value)
 </TD>
<TD width=18%>
100,000 Shares
 </TD>
<TD width=18% align=center>
$26.00
 </TD>
<TD width=18% align=center>
$2,600,000.00
</TD>
<TD width=18% align=center>
$239.00
</TD>
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</TABLE>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
Represents  the number of shares of Common  Stock  authorized  for  issuance  under the  Universal  Forest
Products, Inc. 2002 Employee Stock Purchase Plan.</FONT></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
For the purpose of computing the registration fee only, the price shown is based
upon the price of $26.00 per share, the average high and low sales prices for
common stock of the Registrant in the NASDAQ National Market on May 9, 2002,
in accordance with Rule 457(h). Under the terms of the Plan, the purchase price
for such shares must not be less than 85% of the fair market value of such
shares on the date of purchase.</FONT></TD>
</TR>
</table>
<BR>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to Rule 416(a) of
the General Rules and Regulations under the Securities Act of 1933, this
Registration Statement shall cover such additional securities as may be offered
or issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions. </FONT></P>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>    </FONT></P>
<BR>
<hr size=2>









<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>PART I</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Information
required by Part I to be contained in Section 10(a) Prospectus is omitted from
this registration statement in accordance with Rule 428 of the Securities Act of
1933 and the Note to Part I of Form S-8. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U>INFORMATION REQUIRED IN REGISTRATION STATEMENT</U></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 3.&nbsp;&nbsp;&nbsp;<U>Incorporation of Documents by Reference</U></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company&#146;s Annual Report on Form 10-K for the year ended December 29, 2001,
which has been filed by the Company with the Commission (SEC File No. 0-22684),
is incorporated herein by reference. All other reports filed by the Company
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, since
the end of the fiscal year covered by the foregoing Annual Report on Form 10-K
are incorporated herein by reference. All other reports or documents filed by
the Company pursuant to the requirements of Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act, subsequent to the date of this registration
statement and prior to the termination of the offering of the securities offered
hereby shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such reports or documents. Any statements
contained in a document incorporated herein by reference 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 incorporated herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
description of the Company&#146;s Common Stock, the class of securities offered
pursuant to this registration statement, is contained in the Company&#146;s
Registration Statement filed pursuant to Section 12 of the Securities Exchange
Act, and is incorporated herein by reference, including any subsequent
amendments or reports filed for the purpose of updating that description. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 4.&nbsp;&nbsp;&nbsp;<U>Description of Securities</U></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
class of securities to be offered is registered under Section 12 of the
Securities Exchange Act. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 5.&nbsp;&nbsp;&nbsp;<U>Interests of Named Experts and Counsel</U></FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 6.&nbsp;&nbsp;&nbsp;<U>Indemnification of Directors and Officers</U></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Restated and Amended Articles of Incorporation of the Company provide that its directors
and officers are required to be indemnified as of right to the fullest extent
permitted under the Michigan Business Corporation Act (&#147;MBCA&#148;) in
connection with any actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding (whether brought by or in the name of
the Company, a subsidiary or otherwise) in which a director or officer is a witness or
which is brought against a director or officer in his or her capacity as a
director, officer, employee, agent or fiduciary of the Company or of any corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which the director or officer was serving at the request of the Company. Persons who are
not directors or officers of the Company may be similarly indemnified in respect of said
service to the extent authorized by the Board of Directors of the Company. Under the
MBCA, directors, officers, employees or agents are entitled to indemnification
against expenses (including attorney fees) whenever they successfully defend
legal proceedings brought against them by reason of the fact that they hold such
a position with the Company. In addition, with respect to actions not brought by or in
the right of the Company, indemnification is permitted under the MBCA for expenses
(including attorney fees), judgments, fines, penalties and reasonable
settlements if it is determined that the person seeking indemnification acted in
a good faith and in a manner he or she reasonably believed to be in and not
opposed to the best interest of the Company or its shareholders and, with respect to
criminal proceedings, he or she had no reasonable cause to believe that his or
her conduct was unlawful. With respect to actions brought by or in the right of
the Company, indemnification is permitted under the MBCA for expenses (including
attorney fees) and reasonable settlement, if it is determined that the person
seeking indemnification acted in good faith and in a manner he or she reasonably
believed to be in and not opposed to the best interest of the Company or its
shareholders; provided, indemnification is not permitted if the person is found
liable to the Company, unless the court in which the action or suit was brought has
determined that indemnification is fair and reasonable in view of all the
circumstances of the case. </FONT></P>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> S-1 </FONT></P>
<BR>
<hr size=2>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
MBCA and the Company&#146;s Restated and Amended Articles of Incorporation also
authorize the Company to provide indemnification broader than that set forth in the MBCA
and the Restated and Amended Articles of Incorporation. Pursuant to this
authority, the Company has entered into indemnification agreements with each of its
directors, which provide for the prompt indemnification to the fullest extent
permitted by applicable law and for the prompt advancement of expenses,
including reasonable attorney fees, incurred in connection with any proceeding
in which a director is a witness or which is brought against a director in his
or her capacity as a director, officer, employee, agent or fiduciary of the Company or
of any corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise which the director is serving at the request of the Company.
Indemnification is permitted for expenses and reasonable settlement amounts
incurred in connection with a proceeding by or in the right of the Company and for
expenses, judgments, penalties, fines and reasonable settlement amounts incurred
in connection with the proceeding other than by or in the right of the Company.
Indemnification under the indemnity agreements is conditioned on the director
having acted in good faith and in a manner he or she reasonably believes to be
in or not opposed to the best interest of the Company and, with respect to any criminal
proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful. The Restated and Amended Articles of Incorporation of the Company also limit
the personal liability of members of its Board of Directors for monetary damages
with respect to claims by the Company or its shareholders resulting from certain
negligent acts or omissions. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 7.&nbsp;&nbsp;&nbsp;<U>Exemption from Registration Claimed</U></FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 8.&nbsp;&nbsp;&nbsp;<U>Exhibits</U></FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reference is made to the Exhibit Index which appears on page S-8.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 9.&nbsp;&nbsp;&nbsp;<U>Undertakings</U></FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes:</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: </FONT></P>

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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; </FONT>
</TD>
</TR>
</TABLE>
<BR>


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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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
thereof) which, individually or in the aggregate, represents a fundamental
change in the information set forth in this 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 20% change in the maximum
aggregate offering price set forth in the &#147;Calculation of Registration
Fee&#148; table in the effective registration statement; </FONT>
</TD>
</TR>
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<BR>

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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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 this registration statement; </FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><I>provided, however</I>,
that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is
on Form S-3, Form S-8, or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section&#160;15(d) of
the Securities Exchange Act that are incorporated by reference in the
registration statement. </FONT></P>

<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> S-2 </FONT></P>
<BR>
<hr size=2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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
<I>bona fide</I> offering thereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant&#146;s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan&#146;s annual report pursuant to Section&#160;15(d) of the Securities
Exchange Act of 1934) 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 <I>bona fide </I>offering thereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 of
1933 and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than the payment by 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 of 1933 and will be governed by the
final adjudication of such issue. </FONT></P>


<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> S-3 </FONT></P>
<BR>
<hr size=2>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>SIGNATURES</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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
Grand Rapids, State of Michigan, on the 17th day of April, 2002. </FONT></P>


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<TD width=50%>&nbsp; </TD>
<TD width=50%>
UNIVERSAL FOREST PRODUCTS, INC.<BR>
<BR>
<BR>
<BR>
By <U>&nbsp;&nbsp;/s/ William G. Currie&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;William G. Currie<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice Chairman of the Board and<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chief Executive Officer<BR>
<BR>
<BR>
By <U>&nbsp;&nbsp;/s/ Michael R. Cole&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Michael R. Cole<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chief Financial Officer and<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Principal Accounting Officer</td>
</TR>
</TABLE>
<BR>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed below on April 17, 2002, by the following persons in the
capacities indicated. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
By: <U>&nbsp;&nbsp;/s/ Peter F. Secchia&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Peter F. Secchia, Director<BR>
<BR>
<BR>
By: <U>&nbsp;&nbsp;/s/ William G. Currie&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;William G. Currie, Director<BR>
<BR>
<BR>
By: <U>&nbsp;&nbsp;/s/ John C. Canepa&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;John C. Canepa, Director<BR>
<BR>
<BR>
By: <U>&nbsp;&nbsp;/s/ John W. Garside&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;John W. Garside, Director<BR>
<BR>
<BR>
<BR>
By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Philip M. Novell , Director<BR>
<BR>
<BR>
By: <U>&nbsp;&nbsp;/s/ Louis A. Smith&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Louis A. Smith, Director</FONT></P>



<BR>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>S-4</FONT></P>
<BR>
<hr size=2>






<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>EXHIBIT 4.1</B></FONT></P>
<BR>
<BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>UNIVERSAL
FOREST PRODUCTS, INC.2002 <BR>EMPLOYEE STOCK PURCHASE PLAN</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>PURPOSE</B>.  The purpose of the  Universal  Forest  Products,  Inc.  2002  Employee  Stock  Purchase Plan (the
"Plan") is to provide employees of Universal Forest Products,  Inc. (the "Company") and its "Participating  Subsidiaries" (as
herein defined) with a further  inducement to continue their  employment with the Company or the  Participating  Subsidiaries
and to encourage  such  employees to increase  their  efforts to promote the best  interests of the Company.  The Plan allows
Eligible  Employees to purchase  shares of common stock of the Company (the  "Stock"),  at a price less than the market price
pursuant to  Section 423  of the Internal  Revenue Code of 1986,  as amended (the  "Code").  The Plan  succeeds the Company's
existing Employee Stock Purchase Plan that was adopted by its shareholders in 1994 (the "1994 Plan").</FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>COMMITTEE TO  ADMINISTER  PLAN</B>.  The Plan shall be  administered  by a committee  appointed by the Board of
Directors  of the  Company  (the  "Committee").  The  Committee  shall  consist  of not less than two  members.  The Board of
Directors may from time to time remove  members from, or add members to, the Committee.  Vacancies on the Committee  shall be
filled  by the  Board of  Directors.  The  Committee  may  establish  from  time to time  such  regulations,  provisions  and
procedures,  within the terms of the Plan,  as in the opinion of its members may be  advisable in the  administration  of the
Plan.  A majority of the  Committee  shall  constitute  a quorum,  and the acts of a majority  of the members  present at any
meeting at which a quorum is  present,  or acts  reduced to or  approved  in  writing  by a  majority  of the  members of the
Committee,  shall  be the  valid  acts  of the  Committee.  The  interpretation  and  construction  by the  Committee  of any
provisions  of the Plan shall be final  unless  otherwise  determined  by the Board of  Directors.  No member of the Board of
Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan.</FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>PARTICIPATION</B>.</FONT></P>

                  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><I>Eligible  Employees</I></U>.  Participation  under the Plan  shall be open to all  active  employees  (the
"Eligible  Employees")  of the Company or its  Participating  Subsidiaries  except (a) employees  who have been  continuously
employed by the Company or a  Participating  Subsidiary for less than twelve (12) months at the beginning of an Option Period
(as  hereinafter  defined);  (b) employees whose  customary  employment by the Company or a Participating  Subsidiary is less
than twenty (20) hours per week; and (c) employees  whose customary  employment by the Company or a Participating  Subsidiary
is for not more than five (5) months in a  calendar  year.  No option  rights  shall be granted  under the Plan to any person
who is not an  Eligible  Employee,  and no  Eligible  Employee  shall be  granted  option  rights  under the Plan (a) if such
employee,  immediately  after  receiving  the  grant  of such  option  rights  under  the  Plan,  owns  (under  the  rules of
Sections 423(b)(3)  and 424(d) of the Code) stock  possessing five percent (5%) or more of the total combined voting power or
value of all  classes of stock of the Company or any of its  subsidiary  corporations  (as  defined by Section  425(f) of the
Code);  or (b) which permit such employee to purchase  stock under this Plan and any other  employee  stock  purchase plan of
the Company and its subsidiary  corporations  (as defined by  Section 424(f)  of the Code)  aggregating more than Twenty Five
Thousand  Dollars  ($25,000.00)  of the fair  market  value  of such  stock  ("Maximum  Value")  (determined  at the time the
respective  options are  granted) in any one calendar  year,  and in no event may such option  rights  accrue at a rate which
exceeds that permitted by Section 423(b)(8) of the Code.</FONT></P>

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<hr size=2>
                  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><I>Participating  Subsidiaries</I></U>.  This  Plan  may  be  adopted  by  the  board  of  directors  of  any
corporation  which is a member of a controlled group of  corporations,  within the meaning of Section 1563(a) of the Code, of
which the Company is also a member,  and upon such adoption and with the approval of the Committee,  such  corporation  shall
be deemed to be one of the  "Participating  Subsidiaries."  The  Committee,  in its  discretion,  is  authorized  to  approve
participation  in the Plan by any foreign  entity  which is a  controlled  foreign  corporation  of the  Company,  within the
meaning of Section 957(a) of the Code.  Upon adoption by the board of directors of any such  controlled  foreign  corporation
and with the approval of the Committee, such corporation shall be deemed to be one of the "Participating Subsidiaries."</FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>STOCK  AVAILABLE FOR PLAN</B>.  Purchase of Stock  pursuant to and on behalf of the Plan for delivery under the
Plan may be made out of the Company's  presently or hereafter  authorized  but unissued Stock or from  outstanding  shares of
Stock,  or partly out of each, as determined by the  Committee.  The maximum number of shares of Stock which may be purchased
under the Plan is one hundred thousand  (100,000)  shares,  plus that number of shares  authorized for sale but not purchased
under the 1994 Plan;  subject,  however,  to adjustment as set forth in the Plan. If the Company shall, at any time after the
Effective Date,  change its issued Stock into an increased  number of shares of Stock,  with or without par value,  through a
stock dividend or split of shares,  or into a decreased  number of shares,  with or without par value,  through a combination
of shares,  then effective with the record date for such change,  the maximum number of shares of Stock which  thereafter may
be purchased  under the Plan shall be the maximum  number of shares which,  immediately  prior to such record date,  remained
available for purchase under the Plan,  proportionately  increased, in the case of such stock dividend or split of shares, or
proportionately  decreased  in the case of such  combination  of shares.  In the event of any other change  affecting  Stock,
such adjustment shall be made as may be deemed equitable by the Board of Directors to give proper effect to such event.</FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>EFFECTIVE DATES</B>.  Subject to shareholder  approval,  this Plan shall become effective on June 30, 2002 (the
"Effective  Date").  The first  Option  Period  under the Plan shall  commence on June 30,  2002,  and end on  September  28,
2002. As long as the Plan remains in effect,  a new Option Period shall  commence on the first day of each fiscal  quarter of
the Company and end on the last day of each such fiscal quarter.</FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>EMPLOYEE PARTICIPATION</B>.</FONT></P>

                  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><I>Eligibility</I></U>.  An  employee  of the  Company  or a  Participating  Subsidiary  who  is an  Eligible
Employee at or prior to the first day of any Option  Period may become a  participant  (a  "Participant")  as of such date by
(a) at least ten (10) days  prior to such  date,  completing  and  forwarding  a payroll  deduction  authorization  form (the
"Authorization") to the Eligible Employee's  appropriate payroll location;  and/or (b) at least thirty (30) days prior to the
last day of the Option Period,  completing  and  forwarding a lump sum payment form furnished by the Company,  accompanied by
payment  to the  Company  in the  amount  of the  lump  sum,  to be  credited  to the  Participant's  Purchase  Account.  The
Authorization  will  direct a  regular  payroll  deduction  from  the  Participant's  compensation  to be made on each of the
Participant's pay dates occurring during each Option Period in which he or she is a Participant.</FONT></P>

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<hr size=2>

                  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I><U>Holding Period</U></I>.  As a condition to participation in the Plan, each Participant  agrees not to sell
or otherwise  dispose of such shares for a period of at least one (1) year  following the Purchase  Date,  as defined  below,
for such  shares  without  the prior  written  consent  of the  Committee,  unless the sale or  disposition  is  pursuant  to
termination of employment under Section 12 of the Plan below.</FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>PAYROLL DEDUCTIONS AND LUMP SUM PAYMENTS</B>.</FONT></P>

                  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I><U>Payroll  Deductions</U></I>.  The  Company  and  its  Participating  Subsidiaries  will  maintain  payroll
deduction  accounts for their respective  employees who are Participants and who have filed an  Authorization.  Payments made
by Participants,  whether by payroll  deduction or lump sum payment,  shall be credited to the  Participant's  Stock Purchase
Account (the  "Purchase  Account").  No amounts other than payroll  deductions  and lump sum payments  authorized  under this
Plan may be credited to a  Participant's  Purchase  Account.  A Participant  may authorize a payroll  deduction in any amount
not less than Ten Dollars  ($10.00) per week,  Twenty Dollars  ($20.00)  bi-weekly or Fifty Dollars  ($50.00) per month.  The
amount may not be more than ten  percent  (10%) of the  Participant's  gross  earnings  payable as wages,  salary,  and bonus
compensation, before withholding or other deductions ("Gross Earnings") for the immediately preceding Option Period.</FONT></P>

                  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><I>Lump Sum Payments</I></U>.  A Participant  may make one lump sum payment in any Option Period in an amount
not less than Two Hundred  Dollars  ($200.00)  but not more than a maximum of ten percent  (10%) of the  Participant's  Gross
Earnings for the immediately preceding Option Period.</FONT></P>

                  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><I>General</I></U>.  If a Participant  makes payments for credit to his or her Purchase  Account through both
lump sum  payments  and payroll  deductions,  the total of all such  payments  during any Option  Period shall not exceed ten
percent  (10%) of the  Participant's  Gross  Earnings  during the  immediately  preceding  Option  Period.  In no event shall
payments of any kind for credit to a Purchase  Account by or on behalf of any  Participant  in any  calendar  year exceed the
amount that would result in the purchase of Stock having an  aggregate  value  greater than the Maximum  Value (as defined in
Section 3(a) above).  The  Committee,  in its  discretion,  may vary the Option  Period and the payroll  deduction  period of
Eligible  Employees of any  Participating  Subsidiary which is a foreign  controlled  corporation of the Company,  within the
meaning of  Section  957(a) of the Code  ("Foreign  Participating  Subsidiary"),  in a manner  necessary  or  convenient  for
participation  in the Plan by Eligible  Employees of a Participating  Subsidiary,  and the Committee shall have the authority
to  establish  the terms and  conditions  of  participation  in the Plan by  Eligible  Employees  of a Foreign  Participating
Subsidiary, provided that such terms and conditions are not materially inconsistent with the Plan.</FONT></P>

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         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>CHANGES IN PAYROLL  DEDUCTION</B>.  Payroll  deductions  shall be made for each  Participant in accordance with
the Participant's  Authorization and shall continue until the Participant's  participation  terminates,  the Authorization is
revised,  or the Plan  terminates.  A  Participant  may, as of the beginning of any Option  Period,  increase or decrease the
Participant's  payroll  deduction,  within the limits specified in Section 7, by filing a new Authorization at least ten (10)
days prior to the beginning of that Option Period.</FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>TERMINATION  OF  PARTICIPATION;  WITHDRAWAL  OF  FUNDS</B>.  A  Participant  may for any  reason at any time on
written  notice  given to the  Company  prior to the  Participant's  last pay date in any Option  Period  elect to  terminate
participation  in the Plan and  permanently  draw out the balance  accumulated  in the  Participant's  Purchase  Account.  An
Eligible  Employee who elects to terminate  participation  will cease to be a Participant  and revoke the  Authorization  for
subsequent  payroll  deductions.  The amount,  if any, in the former  Participant's  Purchase Account which is not payable in
respect of the exercise of any option to purchase  Stock  theretofore  granted  under the Plan,  as well as any  unauthorized
payroll  deductions made after such revocation,  shall be promptly refunded to the former  Participant.  An Eligible Employee
who has terminated  participation in the Plan may thereafter begin  participation in the Plan again only after the expiration
of three (3) full fiscal  quarters of the Company after the fiscal quarter in which such  termination and withdrawal of funds
occurred.  Partial withdrawals of funds will not be permitted.</FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>PURCHASE OF SHARES</B>.  Each  Participant  during each Option Period under this Plan will be granted an option
as of the  "Purchase  Date" (as herein  defined) for the  purchase of as many whole shares of Stock as may be purchased  with
the funds in his or her Purchase  Account.  This election shall be automatically  made as provided in this Section unless the
Participant  terminates  participation  as provided in Section 9. The purchase price for each share of Stock  purchased shall
be eighty  five  percent  (85%) of the fair  market  value of a share of Stock on the  "Purchase  Date."  If such  percentage
results in a fraction of a cent,  the  purchase  price shall be increased  to the next higher full cent.  The term  "Purchase
Date"  shall be the last  business  day of the Option  Period.  If, as of each  Purchase  Date,  the  Participant's  Purchase
Account  contains  funds,  the  Participant  shall be deemed to have  exercised an option to purchase  shares at the purchase
price,  the  Participant's  Purchase  Account shall be charged for the amount of the purchase,  and an entry shall be made to
the Participant's  account maintained by the Company's transfer agent. The Company,  at its option, may choose to issue share
certificates  at the end of each Option  Period.  As of each  subsequent  Purchase  Date when funds have again accrued in the
Participant's Purchase Account, shares will be purchased in the same manner.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the Stock continues to be traded in the NASDAQ National Market System market or
if the Stock becomes listed upon an established stock exchange, the fair market
value per share shall be the closing sale price reported by NASDAQ on the
Purchase Date. </FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>ISSUANCE OF SHARE  CERTIFICATES</B>.  Except as otherwise provided in the Plan or as determined by the Company,
shares of Stock acquired by  Participants  under the Plan shall be recorded and held in book entry only.  Stock  certificates
for any  whole  shares in a  Participant's  Purchase  Account  may be issued to such  Participant  only upon  receipt  by the
Committee of the Participant's  written request,  which request shall indicate the number of shares (up to the maximum of the
number  of  full  Shares  in the  Participant's  Purchase  Account)  for  which  the  Participant  wishes  to  receive  stock
certificates.  Certificates  will be issue to  Participants  if (a) the  Participant has held the shares for a minimum of one
(1) year from the  Purchase  Date,  and (b) the  Participant  owns at least one hundred  (100) shares of Stock as a result of
purchases under this Plan,  unless such  certificate is being issued upon  termination of employment.  The appropriate  share
certificates  shall be  issued  to a  Participant  as soon as  practical  after  the end of an  Option  Period  for which the
qualifying  request is timely made.  Fractional  share interests shall be paid in cash to the  Participant.  Certificates may
be registered only in the name of the Participant or the names of the Participant and his or her spouse.</FONT></P>

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<hr size=2>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>RIGHTS ON RETIREMENT,  DEATH,  OR TERMINATION OF EMPLOYMENT</B>.  In the event of a  Participant's  retirement,
death,  or  termination  of employment,  no payroll  deduction  shall be taken from any pay due and owing to a Participant at
such time, and the balance in the  Participant's  Purchase  Account shall be paid to the  Participant or, in the event of the
Participant's death, to the Participant's estate.</FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>RIGHTS NOT  TRANSFERABLE</B>.  Rights under this Plan are not transferable by a Participant and are exercisable
only by the Participant during his or her lifetime.</FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>APPLICATION OF FUNDS</B>.  All funds received or held by the Company or a Participating  Subsidiary  under this
Plan may be used by the Company or such Participating Subsidiary for any corporate purpose.</FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>AMENDMENT OF THE PLAN</B>.  The Board of Directors of the Company may at any time, or from time to time,  amend
this Plan in any respect,  except that,  without the approval of a majority of the shares of Stock of the Company then issued
and  outstanding  and entitled to vote, no amendment shall be made (a) increasing the number of shares approved for this Plan
(other than as provided in Section 4), (b) decreasing the Purchase Price per share,  (c)  withdrawing the  administration  of
this Plan from the Committee,  (d) changing the  designation of the class of employees  eligible to receive options under the
Plan, or (e) which would render options granted under the Plan unqualified for special tax treatment under the Code.</FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>TERMINATION OF THE PLAN</B>.  Unless sooner  terminated as hereinafter  provided,  this Plan shall terminate on
January  16,  2012.  The  Company  may,  by action  of its  Board of  Directors,  terminate  the Plan at any time.  Notice of
termination  shall be given to all then  Participants,  but any failure to give such notice shall not impair the termination.
Upon termination of the Plan, all amounts in Purchase Accounts of Participants shall be promptly refunded.</FONT></P>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>GOVERNMENTAL  REGULATIONS</B>.  The  Company's  obligation to sell and deliver Stock under this Plan is subject
to the approval of any  governmental  authority  required in connection  with the  authorization,  issuance,  or sale of such
Stock.  If at any time  shares  of Stock  deliverable  hereunder  are  required  to be  registered  or  qualified  under  any
applicable  law, or delivery of such shares is required to be  accompanied  or preceded by a prospectus or similar  circular,
delivery of certificates  for such shares may be deferred for a reasonable time until such  registrations  or  qualifications
are effected or such prospectus or similar circular is available.</FONT></P>



<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>5</FONT></P>
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<hr size=2>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U>CERTIFICATION</U></FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The foregoing  Plan was duly adopted by the Board of Directors on the 16th day of January 2002,  subject to approval
by the Company's shareholders.</FONT></P>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>
______________________________________<BR>
<B>Secretary<BR>
Universal Forest Products, Inc.</B></TD>
</TR>
</TABLE>
<BR>
<BR>
<BR>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=1>::ODMA\PCDOCS\GRR\677771\1</FONT></P>


<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6</FONT></P>
<BR>
<hr size=2>






<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>EXHIBIT 23.1</B></FONT></P>
<BR>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>INDEPENDENT
AUDITORS&#146; CONSENT</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>We consent to the
incorporation by reference in the Registration Statement of Universal Forest
Products, Inc. on Form S-8 of our report dated January 29, 2001, appearing in
the Annual Report on Form 10-K for Universal Forest Products, Inc. and
subsidiaries, for the year ended December 29, 2001. </FONT></P>
<BR>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>/S/ DELOITTE &amp; TOUCHE LLP</FONT></H2>
<BR>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Grand Rapids, Michigan<BR>
May 10, 2002</FONT></P>


<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>S-5</FONT></P>
<BR>
<hr size=2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>EXHIBIT 23.2</B></FONT></P>
<BR>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CONSENT OF
INDEPENDENT PUBLIC ACCOUNTANTS</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated January
25, 2002, included in Universal Forest Products, Inc.&#145;s Annual Report on
Form 10-K for the year ended December 29, 2001 and to all references to our Firm
included in this Registration Statement. </FONT></P>
<BR>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>/S/ ARTHUR ANDERSEN, LLP</FONT></H2>
<BR>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Grand Rapids, Michigan<BR>
May 10, 2002</FONT></P>




<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>S-6</FONT></P>
<BR>
<hr size=2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>EXHIBIT 5</B></FONT></P>
<BR>
<BR>




<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>May 10, 2002</FONT></P>
<BR>
<BR>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Universal Forest Products, Inc.<BR>
2801 East Beltline, N.E.<BR>
Grand Rapids, MI  49525</FONT></P>

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<TR valign=top>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%><B>Re:</B></TD>
<TD WIDTH=90%><B>Registration  Statement  on Form  S-8  Relating  to the  Universal  Forest  Products,  Inc.  2002
Employee Stock Purchase Plan (the "Plan")</B></TD>
</TR>
</TABLE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Gentlemen:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With
respect to the Registration Statement on Form S-8 (the &#147;Registration
Statement&#148;), filed by Universal Forest Products, Inc., a Michigan
corporation (the &#147;Company&#148;), with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, 100,000 shares of the Company&#146;s common stock, no par value, for
issuance pursuant to the Plan, we have examined such documents and questions of
law we consider necessary or appropriate for the purpose of giving this opinion. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
the basis of such evaluation, we advise you that, in our opinion, the 100,000
shares covered by the Registration Statement, at the prices described in the
Registration Statement, but not less than the par value thereof, and upon
delivery of such shares and payment therefor in accordance with the terms stated
in the Plan and the Registration Statement, will be duly and legally authorized,
issued and outstanding and will be fully paid and nonassessable. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or under the rules and regulations of the
Securities and Exchange Commission relating thereto. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Sincerely,<BR>
<BR>
                                       VARNUM, RIDDERING, SCHMIDT &amp; HOWLETT LLP</FONT></P>








<BR><BR><BR><BR><BR><BR><BR><BR>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>S-7</FONT></P>
<BR>
<hr size=2>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>EXHIBIT INDEX</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following exhibits are filed as a part of the Registration Statement: </FONT></P>

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<TR valign=top>
<TD width=14%>
Exhibit 4.1<BR>
            <BR>
Exhibit 5   <BR>
            <BR>
Exhibit 23.1<BR>
            <BR>
Exhibit 23.2<BR>
            <BR>
Exhibit 23.3<BR>&nbsp;
 </TD>
<TD width=86%>
Universal Forest Products, Inc. 2002 Employee Stock Purchase Plan<BR>
<BR>
Opinion of Varnum, Riddering, Schmidt &amp; Howlett LLP included on Page S-7 hereof<BR>
<BR>
Consent of Deloitte &amp; Touche LLP, included on Page S-5 hereof<BR>
<BR>
Consent of Arthur Andersen LLP, included on Page S-6 hereof<BR>
<BR>
Consent of Varnum, Riddering, Schmidt &amp; Howlett LLP (included in Exhibit 5)</td>
</tr>

<tr valign=top>
<td>Exhibit 99</td>
<td>
Letter to Commission pursuant to Temporary Note 3T was filed as Exhibit 99(b)
to the Form 10-K Annual Report for the year ended December 29, 2001, and the
same is incorporated herein by reference</td>
</tr>
</table>
<BR>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=1>::ODMA\PCDOCS\GRR\690901\1</FONT></P>


<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>S-8</FONT></P>
<BR><BR><BR><BR><BR><BR><BR><BR><BR>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "universals8.htm", "secsgml_size_bytes": 56882}]
{"company-data": {"conformed-name": "UNIVERSAL FOREST PRODUCTS INC", "cik": "0000912767", "assigned-sic": "2421", "irs-number": "381465835", "state-of-incorporation": "MI", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88056", "film-number": "02642341"}, "business-address": {"street1": "2801 EAST BELTLINE NE", "city": "GRAND RAPIDS", "state": "MI", "zip": "49525", "phone": "6163646161"}, "mail-address": {"street1": "2801 EAST BELTLINE NE", "city": "GRAND RAPIDS", "state": "MI", "zip": "49505"}}
UNIVERSAL FOREST PRODUCTS, INC. FORM S-8
As filed with the Securities and Exchange Commission on May 10, 2002 -
Registration No. _______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNIVERSAL FOREST PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of
incorporation or organization)
38-1465835
(I.R.S. Employer Identification No.)
2801 East Beltline, N.E., Grand Rapids, Michigan
(Address of Principal Executive Offices)
49525
(Zip Code)
Universal Forest Products, Inc. 2002 Employee Stock Purchase Plan
(Full Title of the Plan)
Matthew Missad
2801 East Beltline, N.E., Grand Rapids, Michigan 49525
(616) 364-6161
(Name, address and telephone number, including area code of agent for service)
Copies of Communications to:
Michael G. Wooldridge
Varnum, Riddering, Schmidt & Howlett LLP
333 Bridge Street, N.W., P.O. Box 352
Grand Rapids, Michigan 49501-0352
(616) 336-6000
CALCULATION OF REGISTRATION FEE
Title of
Securities to be
Registered
Amount to be
Registered
Proposed Maximum
Offering Price
Per Share(2)
Proposed
Maximum
Aggregate
Offering Price(2)
Amount of
Registration Fee
Common Stock
(No Par Value)
100,000 Shares
$26.00
$2,600,000.00
$239.00
(1)
Represents  the number of shares of Common  Stock  authorized  for  issuance  under the  Universal  Forest
Products, Inc. 2002 Employee Stock Purchase Plan.
(2)
For the purpose of computing the registration fee only, the price shown is based
upon the price of $26.00 per share, the average high and low sales prices for
common stock of the Registrant in the NASDAQ National Market on May 9, 2002,
in accordance with Rule 457(h). Under the terms of the Plan, the purchase price
for such shares must not be less than 85% of the fair market value of such
shares on the date of purchase.
Pursuant to Rule 416(a) of
the General Rules and Regulations under the Securities Act of 1933, this
Registration Statement shall cover such additional securities as may be offered
or issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Information
required by Part I to be contained in Section 10(a) Prospectus is omitted from
this registration statement in accordance with Rule 428 of the Securities Act of
1933 and the Note to Part I of Form S-8.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
The
Company's Annual Report on Form 10-K for the year ended December 29, 2001,
which has been filed by the Company with the Commission (SEC File No. 0-22684),
is incorporated herein by reference. All other reports filed by the Company
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, since
the end of the fiscal year covered by the foregoing Annual Report on Form 10-K
are incorporated herein by reference. All other reports or documents filed by
the Company pursuant to the requirements of Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act, subsequent to the date of this registration
statement and prior to the termination of the offering of the securities offered
hereby shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such reports or documents. Any statements
contained in a document incorporated herein by reference 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 incorporated herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
The
description of the Company's Common Stock, the class of securities offered
pursuant to this registration statement, is contained in the Company's
Registration Statement filed pursuant to Section 12 of the Securities Exchange
Act, and is incorporated herein by reference, including any subsequent
amendments or reports filed for the purpose of updating that description.
Item 4.
Description of Securities
The
class of securities to be offered is registered under Section 12 of the
Securities Exchange Act.
Item 5.
Interests of Named Experts and Counsel
Not applicable.
Item 6.
Indemnification of Directors and Officers
The
Restated and Amended Articles of Incorporation of the Company provide that its directors
and officers are required to be indemnified as of right to the fullest extent
permitted under the Michigan Business Corporation Act ("MBCA") in
connection with any actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding (whether brought by or in the name of
the Company, a subsidiary or otherwise) in which a director or officer is a witness or
which is brought against a director or officer in his or her capacity as a
director, officer, employee, agent or fiduciary of the Company or of any corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which the director or officer was serving at the request of the Company. Persons who are
not directors or officers of the Company may be similarly indemnified in respect of said
service to the extent authorized by the Board of Directors of the Company. Under the
MBCA, directors, officers, employees or agents are entitled to indemnification
against expenses (including attorney fees) whenever they successfully defend
legal proceedings brought against them by reason of the fact that they hold such
a position with the Company. In addition, with respect to actions not brought by or in
the right of the Company, indemnification is permitted under the MBCA for expenses
(including attorney fees), judgments, fines, penalties and reasonable
settlements if it is determined that the person seeking indemnification acted in
a good faith and in a manner he or she reasonably believed to be in and not
opposed to the best interest of the Company or its shareholders and, with respect to
criminal proceedings, he or she had no reasonable cause to believe that his or
her conduct was unlawful. With respect to actions brought by or in the right of
the Company, indemnification is permitted under the MBCA for expenses (including
attorney fees) and reasonable settlement, if it is determined that the person
seeking indemnification acted in good faith and in a manner he or she reasonably
believed to be in and not opposed to the best interest of the Company or its
shareholders; provided, indemnification is not permitted if the person is found
liable to the Company, unless the court in which the action or suit was brought has
determined that indemnification is fair and reasonable in view of all the
circumstances of the case.
S-1
The
MBCA and the Company's Restated and Amended Articles of Incorporation also
authorize the Company to provide indemnification broader than that set forth in the MBCA
and the Restated and Amended Articles of Incorporation. Pursuant to this
authority, the Company has entered into indemnification agreements with each of its
directors, which provide for the prompt indemnification to the fullest extent
permitted by applicable law and for the prompt advancement of expenses,
including reasonable attorney fees, incurred in connection with any proceeding
in which a director is a witness or which is brought against a director in his
or her capacity as a director, officer, employee, agent or fiduciary of the Company or
of any corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise which the director is serving at the request of the Company.
Indemnification is permitted for expenses and reasonable settlement amounts
incurred in connection with a proceeding by or in the right of the Company and for
expenses, judgments, penalties, fines and reasonable settlement amounts incurred
in connection with the proceeding other than by or in the right of the Company.
Indemnification under the indemnity agreements is conditioned on the director
having acted in good faith and in a manner he or she reasonably believes to be
in or not opposed to the best interest of the Company and, with respect to any criminal
proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful. The Restated and Amended Articles of Incorporation of the Company also limit
the personal liability of members of its Board of Directors for monetary damages
with respect to claims by the Company or its shareholders resulting from certain
negligent acts or omissions.
Item 7.
Exemption from Registration Claimed
Not applicable.
Item 8.
Exhibits
Reference is made to the Exhibit Index which appears on page S-8.
Item 9.
Undertakings
The undersigned 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
thereof) which, individually or in the aggregate, represents a fundamental
change in the information set forth in this 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 20% 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 this registration statement;
provided, however
,
that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is
on Form S-3, Form S-8, or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act that are incorporated by reference in the
registration statement.
S-2
(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.
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 Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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 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 of
1933 and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than the payment by 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 of 1933 and will be governed by the
final adjudication of such issue.
S-3
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
Grand Rapids, State of Michigan, on the 17th day of April, 2002.
UNIVERSAL FOREST PRODUCTS, INC.
By
/s/ William G. Currie
William G. Currie
Vice Chairman of the Board and
Chief Executive Officer
By
/s/ Michael R. Cole
Michael R. Cole
Chief Financial Officer and
Principal Accounting Officer
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed below on April 17, 2002, by the following persons in the
capacities indicated.
By:
/s/ Peter F. Secchia
Peter F. Secchia, Director
By:
/s/ William G. Currie
William G. Currie, Director
By:
/s/ John C. Canepa
John C. Canepa, Director
By:
/s/ John W. Garside
John W. Garside, Director
By:
Philip M. Novell , Director
By:
/s/ Louis A. Smith
Louis A. Smith, Director
S-4
EXHIBIT 4.1
UNIVERSAL
FOREST PRODUCTS, INC.2002
EMPLOYEE STOCK PURCHASE PLAN
1.
PURPOSE
.  The purpose of the  Universal  Forest  Products,  Inc.  2002  Employee  Stock  Purchase Plan (the
"Plan") is to provide employees of Universal Forest Products,  Inc. (the "Company") and its "Participating  Subsidiaries" (as
herein defined) with a further  inducement to continue their  employment with the Company or the  Participating  Subsidiaries
and to encourage  such  employees to increase  their  efforts to promote the best  interests of the Company.  The Plan allows
Eligible  Employees to purchase  shares of common stock of the Company (the  "Stock"),  at a price less than the market price
pursuant to  Section 423  of the Internal  Revenue Code of 1986,  as amended (the  "Code").  The Plan  succeeds the Company's
existing Employee Stock Purchase Plan that was adopted by its shareholders in 1994 (the "1994 Plan").
2.
COMMITTEE TO  ADMINISTER  PLAN
.  The Plan shall be  administered  by a committee  appointed by the Board of
Directors  of the  Company  (the  "Committee").  The  Committee  shall  consist  of not less than two  members.  The Board of
Directors may from time to time remove  members from, or add members to, the Committee.  Vacancies on the Committee  shall be
filled  by the  Board of  Directors.  The  Committee  may  establish  from  time to time  such  regulations,  provisions  and
procedures,  within the terms of the Plan,  as in the opinion of its members may be  advisable in the  administration  of the
Plan.  A majority of the  Committee  shall  constitute  a quorum,  and the acts of a majority  of the members  present at any
meeting at which a quorum is  present,  or acts  reduced to or  approved  in  writing  by a  majority  of the  members of the
Committee,  shall  be the  valid  acts  of the  Committee.  The  interpretation  and  construction  by the  Committee  of any
provisions  of the Plan shall be final  unless  otherwise  determined  by the Board of  Directors.  No member of the Board of
Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan.
3.
PARTICIPATION
.
(a)
Eligible  Employees
.  Participation  under the Plan  shall be open to all  active  employees  (the
"Eligible  Employees")  of the Company or its  Participating  Subsidiaries  except (a) employees  who have been  continuously
employed by the Company or a  Participating  Subsidiary for less than twelve (12) months at the beginning of an Option Period
(as  hereinafter  defined);  (b) employees whose  customary  employment by the Company or a Participating  Subsidiary is less
than twenty (20) hours per week; and (c) employees  whose customary  employment by the Company or a Participating  Subsidiary
is for not more than five (5) months in a  calendar  year.  No option  rights  shall be granted  under the Plan to any person
who is not an  Eligible  Employee,  and no  Eligible  Employee  shall be  granted  option  rights  under the Plan (a) if such
employee,  immediately  after  receiving  the  grant  of such  option  rights  under  the  Plan,  owns  (under  the  rules of
Sections 423(b)(3)  and 424(d) of the Code) stock  possessing five percent (5%) or more of the total combined voting power or
value of all  classes of stock of the Company or any of its  subsidiary  corporations  (as  defined by Section  425(f) of the
Code);  or (b) which permit such employee to purchase  stock under this Plan and any other  employee  stock  purchase plan of
the Company and its subsidiary  corporations  (as defined by  Section 424(f)  of the Code)  aggregating more than Twenty Five
Thousand  Dollars  ($25,000.00)  of the fair  market  value  of such  stock  ("Maximum  Value")  (determined  at the time the
respective  options are  granted) in any one calendar  year,  and in no event may such option  rights  accrue at a rate which
exceeds that permitted by Section 423(b)(8) of the Code.
(b)
Participating  Subsidiaries
.  This  Plan  may  be  adopted  by  the  board  of  directors  of  any
corporation  which is a member of a controlled group of  corporations,  within the meaning of Section 1563(a) of the Code, of
which the Company is also a member,  and upon such adoption and with the approval of the Committee,  such  corporation  shall
be deemed to be one of the  "Participating  Subsidiaries."  The  Committee,  in its  discretion,  is  authorized  to  approve
participation  in the Plan by any foreign  entity  which is a  controlled  foreign  corporation  of the  Company,  within the
meaning of Section 957(a) of the Code.  Upon adoption by the board of directors of any such  controlled  foreign  corporation
and with the approval of the Committee, such corporation shall be deemed to be one of the "Participating Subsidiaries."
4.
STOCK  AVAILABLE FOR PLAN
.  Purchase of Stock  pursuant to and on behalf of the Plan for delivery under the
Plan may be made out of the Company's  presently or hereafter  authorized  but unissued Stock or from  outstanding  shares of
Stock,  or partly out of each, as determined by the  Committee.  The maximum number of shares of Stock which may be purchased
under the Plan is one hundred thousand  (100,000)  shares,  plus that number of shares  authorized for sale but not purchased
under the 1994 Plan;  subject,  however,  to adjustment as set forth in the Plan. If the Company shall, at any time after the
Effective Date,  change its issued Stock into an increased  number of shares of Stock,  with or without par value,  through a
stock dividend or split of shares,  or into a decreased  number of shares,  with or without par value,  through a combination
of shares,  then effective with the record date for such change,  the maximum number of shares of Stock which  thereafter may
be purchased  under the Plan shall be the maximum  number of shares which,  immediately  prior to such record date,  remained
available for purchase under the Plan,  proportionately  increased, in the case of such stock dividend or split of shares, or
proportionately  decreased  in the case of such  combination  of shares.  In the event of any other change  affecting  Stock,
such adjustment shall be made as may be deemed equitable by the Board of Directors to give proper effect to such event.
5.
EFFECTIVE DATES
.  Subject to shareholder  approval,  this Plan shall become effective on June 30, 2002 (the
"Effective  Date").  The first  Option  Period  under the Plan shall  commence on June 30,  2002,  and end on  September  28,
2002. As long as the Plan remains in effect,  a new Option Period shall  commence on the first day of each fiscal  quarter of
the Company and end on the last day of each such fiscal quarter.
6.
EMPLOYEE PARTICIPATION
.
(a)
Eligibility
.  An  employee  of the  Company  or a  Participating  Subsidiary  who  is an  Eligible
Employee at or prior to the first day of any Option  Period may become a  participant  (a  "Participant")  as of such date by
(a) at least ten (10) days  prior to such  date,  completing  and  forwarding  a payroll  deduction  authorization  form (the
"Authorization") to the Eligible Employee's  appropriate payroll location;  and/or (b) at least thirty (30) days prior to the
last day of the Option Period,  completing  and  forwarding a lump sum payment form furnished by the Company,  accompanied by
payment  to the  Company  in the  amount  of the  lump  sum,  to be  credited  to the  Participant's  Purchase  Account.  The
Authorization  will  direct a  regular  payroll  deduction  from  the  Participant's  compensation  to be made on each of the
Participant's pay dates occurring during each Option Period in which he or she is a Participant.
2
(b)
Holding Period
.  As a condition to participation in the Plan, each Participant  agrees not to sell
or otherwise  dispose of such shares for a period of at least one (1) year  following the Purchase  Date,  as defined  below,
for such  shares  without  the prior  written  consent  of the  Committee,  unless the sale or  disposition  is  pursuant  to
termination of employment under Section 12 of the Plan below.
7.
PAYROLL DEDUCTIONS AND LUMP SUM PAYMENTS
.
(a)
Payroll  Deductions
.  The  Company  and  its  Participating  Subsidiaries  will  maintain  payroll
deduction  accounts for their respective  employees who are Participants and who have filed an  Authorization.  Payments made
by Participants,  whether by payroll  deduction or lump sum payment,  shall be credited to the  Participant's  Stock Purchase
Account (the  "Purchase  Account").  No amounts other than payroll  deductions  and lump sum payments  authorized  under this
Plan may be credited to a  Participant's  Purchase  Account.  A Participant  may authorize a payroll  deduction in any amount
not less than Ten Dollars  ($10.00) per week,  Twenty Dollars  ($20.00)  bi-weekly or Fifty Dollars  ($50.00) per month.  The
amount may not be more than ten  percent  (10%) of the  Participant's  gross  earnings  payable as wages,  salary,  and bonus
compensation, before withholding or other deductions ("Gross Earnings") for the immediately preceding Option Period.
(b)
Lump Sum Payments
.  A Participant  may make one lump sum payment in any Option Period in an amount
not less than Two Hundred  Dollars  ($200.00)  but not more than a maximum of ten percent  (10%) of the  Participant's  Gross
Earnings for the immediately preceding Option Period.
(c)
General
.  If a Participant  makes payments for credit to his or her Purchase  Account through both
lump sum  payments  and payroll  deductions,  the total of all such  payments  during any Option  Period shall not exceed ten
percent  (10%) of the  Participant's  Gross  Earnings  during the  immediately  preceding  Option  Period.  In no event shall
payments of any kind for credit to a Purchase  Account by or on behalf of any  Participant  in any  calendar  year exceed the
amount that would result in the purchase of Stock having an  aggregate  value  greater than the Maximum  Value (as defined in
Section 3(a) above).  The  Committee,  in its  discretion,  may vary the Option  Period and the payroll  deduction  period of
Eligible  Employees of any  Participating  Subsidiary which is a foreign  controlled  corporation of the Company,  within the
meaning of  Section  957(a) of the Code  ("Foreign  Participating  Subsidiary"),  in a manner  necessary  or  convenient  for
participation  in the Plan by Eligible  Employees of a Participating  Subsidiary,  and the Committee shall have the authority
to  establish  the terms and  conditions  of  participation  in the Plan by  Eligible  Employees  of a Foreign  Participating
Subsidiary, provided that such terms and conditions are not materially inconsistent with the Plan.
3
8.
CHANGES IN PAYROLL  DEDUCTION
.  Payroll  deductions  shall be made for each  Participant in accordance with
the Participant's  Authorization and shall continue until the Participant's  participation  terminates,  the Authorization is
revised,  or the Plan  terminates.  A  Participant  may, as of the beginning of any Option  Period,  increase or decrease the
Participant's  payroll  deduction,  within the limits specified in Section 7, by filing a new Authorization at least ten (10)
days prior to the beginning of that Option Period.
9.
TERMINATION  OF  PARTICIPATION;  WITHDRAWAL  OF  FUNDS
.  A  Participant  may for any  reason at any time on
written  notice  given to the  Company  prior to the  Participant's  last pay date in any Option  Period  elect to  terminate
participation  in the Plan and  permanently  draw out the balance  accumulated  in the  Participant's  Purchase  Account.  An
Eligible  Employee who elects to terminate  participation  will cease to be a Participant  and revoke the  Authorization  for
subsequent  payroll  deductions.  The amount,  if any, in the former  Participant's  Purchase Account which is not payable in
respect of the exercise of any option to purchase  Stock  theretofore  granted  under the Plan,  as well as any  unauthorized
payroll  deductions made after such revocation,  shall be promptly refunded to the former  Participant.  An Eligible Employee
who has terminated  participation in the Plan may thereafter begin  participation in the Plan again only after the expiration
of three (3) full fiscal  quarters of the Company after the fiscal quarter in which such  termination and withdrawal of funds
occurred.  Partial withdrawals of funds will not be permitted.
10.
PURCHASE OF SHARES
.  Each  Participant  during each Option Period under this Plan will be granted an option
as of the  "Purchase  Date" (as herein  defined) for the  purchase of as many whole shares of Stock as may be purchased  with
the funds in his or her Purchase  Account.  This election shall be automatically  made as provided in this Section unless the
Participant  terminates  participation  as provided in Section 9. The purchase price for each share of Stock  purchased shall
be eighty  five  percent  (85%) of the fair  market  value of a share of Stock on the  "Purchase  Date."  If such  percentage
results in a fraction of a cent,  the  purchase  price shall be increased  to the next higher full cent.  The term  "Purchase
Date"  shall be the last  business  day of the Option  Period.  If, as of each  Purchase  Date,  the  Participant's  Purchase
Account  contains  funds,  the  Participant  shall be deemed to have  exercised an option to purchase  shares at the purchase
price,  the  Participant's  Purchase  Account shall be charged for the amount of the purchase,  and an entry shall be made to
the Participant's  account maintained by the Company's transfer agent. The Company,  at its option, may choose to issue share
certificates  at the end of each Option  Period.  As of each  subsequent  Purchase  Date when funds have again accrued in the
Participant's Purchase Account, shares will be purchased in the same manner.
If
the Stock continues to be traded in the NASDAQ National Market System market or
if the Stock becomes listed upon an established stock exchange, the fair market
value per share shall be the closing sale price reported by NASDAQ on the
Purchase Date.
11.
ISSUANCE OF SHARE  CERTIFICATES
.  Except as otherwise provided in the Plan or as determined by the Company,
shares of Stock acquired by  Participants  under the Plan shall be recorded and held in book entry only.  Stock  certificates
for any  whole  shares in a  Participant's  Purchase  Account  may be issued to such  Participant  only upon  receipt  by the
Committee of the Participant's  written request,  which request shall indicate the number of shares (up to the maximum of the
number  of  full  Shares  in the  Participant's  Purchase  Account)  for  which  the  Participant  wishes  to  receive  stock
certificates.  Certificates  will be issue to  Participants  if (a) the  Participant has held the shares for a minimum of one
(1) year from the  Purchase  Date,  and (b) the  Participant  owns at least one hundred  (100) shares of Stock as a result of
purchases under this Plan,  unless such  certificate is being issued upon  termination of employment.  The appropriate  share
certificates  shall be  issued  to a  Participant  as soon as  practical  after  the end of an  Option  Period  for which the
qualifying  request is timely made.  Fractional  share interests shall be paid in cash to the  Participant.  Certificates may
be registered only in the name of the Participant or the names of the Participant and his or her spouse.
4
12.
RIGHTS ON RETIREMENT,  DEATH,  OR TERMINATION OF EMPLOYMENT
.  In the event of a  Participant's  retirement,
death,  or  termination  of employment,  no payroll  deduction  shall be taken from any pay due and owing to a Participant at
such time, and the balance in the  Participant's  Purchase  Account shall be paid to the  Participant or, in the event of the
Participant's death, to the Participant's estate.
13.
RIGHTS NOT  TRANSFERABLE
.  Rights under this Plan are not transferable by a Participant and are exercisable
only by the Participant during his or her lifetime.
14.
APPLICATION OF FUNDS
.  All funds received or held by the Company or a Participating  Subsidiary  under this
Plan may be used by the Company or such Participating Subsidiary for any corporate purpose.
15.
AMENDMENT OF THE PLAN
.  The Board of Directors of the Company may at any time, or from time to time,  amend
this Plan in any respect,  except that,  without the approval of a majority of the shares of Stock of the Company then issued
and  outstanding  and entitled to vote, no amendment shall be made (a) increasing the number of shares approved for this Plan
(other than as provided in Section 4), (b) decreasing the Purchase Price per share,  (c)  withdrawing the  administration  of
this Plan from the Committee,  (d) changing the  designation of the class of employees  eligible to receive options under the
Plan, or (e) which would render options granted under the Plan unqualified for special tax treatment under the Code.
16.
TERMINATION OF THE PLAN
.  Unless sooner  terminated as hereinafter  provided,  this Plan shall terminate on
January  16,  2012.  The  Company  may,  by action  of its  Board of  Directors,  terminate  the Plan at any time.  Notice of
termination  shall be given to all then  Participants,  but any failure to give such notice shall not impair the termination.
Upon termination of the Plan, all amounts in Purchase Accounts of Participants shall be promptly refunded.
17.
GOVERNMENTAL  REGULATIONS
.  The  Company's  obligation to sell and deliver Stock under this Plan is subject
to the approval of any  governmental  authority  required in connection  with the  authorization,  issuance,  or sale of such
Stock.  If at any time  shares  of Stock  deliverable  hereunder  are  required  to be  registered  or  qualified  under  any
applicable  law, or delivery of such shares is required to be  accompanied  or preceded by a prospectus or similar  circular,
delivery of certificates  for such shares may be deferred for a reasonable time until such  registrations  or  qualifications
are effected or such prospectus or similar circular is available.
5
CERTIFICATION
The foregoing  Plan was duly adopted by the Board of Directors on the 16th day of January 2002,  subject to approval
by the Company's shareholders.
______________________________________
Secretary
Universal Forest Products, Inc.
::ODMA\PCDOCS\GRR\677771\1
6
EXHIBIT 23.1
INDEPENDENT
AUDITORS' CONSENT
We consent to the
incorporation by reference in the Registration Statement of Universal Forest
Products, Inc. on Form S-8 of our report dated January 29, 2001, appearing in
the Annual Report on Form 10-K for Universal Forest Products, Inc. and
subsidiaries, for the year ended December 29, 2001.
/S/ DELOITTE & TOUCHE LLP
Grand Rapids, Michigan
May 10, 2002
S-5
EXHIBIT 23.2
CONSENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
As
independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated January
25, 2002, included in Universal Forest Products, Inc.'s Annual Report on
Form 10-K for the year ended December 29, 2001 and to all references to our Firm
included in this Registration Statement.
/S/ ARTHUR ANDERSEN, LLP
Grand Rapids, Michigan
May 10, 2002
S-6
EXHIBIT 5
May 10, 2002
Universal Forest Products, Inc.
2801 East Beltline, N.E.
Grand Rapids, MI  49525
Re:
Registration  Statement  on Form  S-8  Relating  to the  Universal  Forest  Products,  Inc.  2002
Employee Stock Purchase Plan (the "Plan")
Gentlemen:
With
respect to the Registration Statement on Form S-8 (the "Registration
Statement"), filed by Universal Forest Products, Inc., a Michigan
corporation (the "Company"), with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, 100,000 shares of the Company's common stock, no par value, for
issuance pursuant to the Plan, we have examined such documents and questions of
law we consider necessary or appropriate for the purpose of giving this opinion.
On
the basis of such evaluation, we advise you that, in our opinion, the 100,000
shares covered by the Registration Statement, at the prices described in the
Registration Statement, but not less than the par value thereof, and upon
delivery of such shares and payment therefor in accordance with the terms stated
in the Plan and the Registration Statement, will be duly and legally authorized,
issued and outstanding and will be fully paid and nonassessable.
We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or under the rules and regulations of the
Securities and Exchange Commission relating thereto.
Sincerely,
VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP
S-7
EXHIBIT INDEX
The
following exhibits are filed as a part of the Registration Statement:
Exhibit 4.1
Exhibit 5
Exhibit 23.1
Exhibit 23.2
Exhibit 23.3
Universal Forest Products, Inc. 2002 Employee Stock Purchase Plan
Opinion of Varnum, Riddering, Schmidt & Howlett LLP included on Page S-7 hereof
Consent of Deloitte & Touche LLP, included on Page S-5 hereof
Consent of Arthur Andersen LLP, included on Page S-6 hereof
Consent of Varnum, Riddering, Schmidt & Howlett LLP (included in Exhibit 5)
Exhibit 99
Letter to Commission pursuant to Temporary Note 3T was filed as Exhibit 99(b)
to the Form 10-K Annual Report for the year ended December 29, 2001, and the
same is incorporated herein by reference
::ODMA\PCDOCS\GRR\690901\1
S-8