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As filed with the Commission on May 25, 2001
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
___________________________
LEAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
13-3386776 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
21557 Telegraph Road Southfield, Michigan |
48086-5008 |
|
(Address of principal executive offices) |
(zip code) |
Lear Corporation Long-Term Stock Incentive Plan
(Full title of the Plan)
Joseph F. McCarthy
Vice President, Secretary and General Counsel
Lear Corporation
21557 Telegraph Road
Southfield, Michigan 48086-5008
(Name and address of agent for service)
(248) 447-1500
CALCULATION OF REGISTRATION FEE
| Proposed maximum | Proposed maximum | |||||||||||||||||
| Title of securities | Amount to be | offering price per | aggregate offering | Amount of | ||||||||||||||
| to be registered (1) | registered (1) | share (2) | price (2) | registration fee | ||||||||||||||
Common Stock, $.01 par value |
3,190,000 shares
|
$ | 35.50 | $ | 113,245,000 | $ | 28,311.00 | |||||||||||
| (1) | Pursuant to Rule 416(a), this Registration Statement shall be deemed to cover any additional shares of Lear Corporation common stock, par value $.01 (“Common Stock”), which may be issuable pursuant to the Lear Corporation Long-Term Stock Incentive Plan. | |
| (2) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) on the basis of the average high and low prices reported for shares of Common Stock on the New York Stock Exchange Composite Tape on May 24, 2001, which was $35.50. |
| EXPLANATORY NOTE | ||||||||
| PART II INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Opinion of Winston & Strawn | ||||||||
| Consent of Arthur Anderson LLP | ||||||||
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Pursuant to General Instruction E of Form S-8, this Registration Statement registers an additional 3,190,000 shares of common stock, par value $.01, of Lear Corporation that may be awarded under the Company’s Long-Term Stock Incentive Plan, as amended.
The contents of the Registration Statement on Form S-8 as filed on November 19, 1996, Registration Statement No. 333-16413, as amended, are incorporated by reference into this Registration Statement.
Item 8. Exhibits
| Exhibit | ||
| Number | Description | |
5.1 |
Opinion of Winston & Strawn as to the legality of the securities being registered |
|
23.1 |
Consent of Arthur Andersen LLP |
|
23.2 |
Consent of Winston & Strawn (included in their opinion filed as Exhibit 5.1) |
|
24.1 |
Powers of Attorney (included on the signature page hereof) |
2
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Pursuant to the requirements of the Securities Act, the Company 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 Southfield, Michigan on the 25th day of May, 2001.
| LEAR CORPORATION |
| By:/s/ Robert E. Rossiter
Robert E. Rossiter President and Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Donald J. Stebbins and Joseph F. McCarthy and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||
| /s/ Kenneth L. Way | ||||||
| Kenneth L. Way |
Chairman of the Board
|
May 25, 2001 | ||||
| /s/ Robert E. Rossiter | ||||||
| Robert E. Rossiter | President and Chief Executive Officer and Director (Principal Executive Officer) | May 25, 2001 | ||||
| /s/ James H. Vandenberghe | ||||||
| James H. Vandenberghe | Vice Chairman | May 25, 2001 | ||||
| /s/ Donald J. Stebbins | ||||||
| Donald J. Stebbins | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | May 25, 2001 | ||||
| /s/ David C. Wajsgras | ||||||
| David C. Wajsgras |
Vice President and Corporate Controller
|
May 25, 2001 | ||||
| /s/ David Bing | ||||||
| David Bing |
Director
|
May 25, 2001 | ||||
| /s/ Larry W. McCurdy | ||||||
| Larry W. McCurdy |
Director
|
May 25, 2001 | ||||
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| Signature | Title | Date | ||||
| /s/ Irma B. Elder | ||||||
| Irma B. Elder |
Director
|
May
25, 2001
|
||||
| /s/ Roy E. Parrott | ||||||
| Roy E. Parrott |
Director
|
May 25, 2001
|
||||
| /s/ Robert W. Shower | ||||||
| Robert W. Shower |
Director
|
May 25, 2001
|
||||
| /s/ David P. Spalding | ||||||
| David P. Spalding |
Director
|
May 25, 2001
|
||||
| /s/ James A. Stern | ||||||
| James A. Stern |
Director
|
May 25, 2001
|
||||
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| Exhibit | ||
| Number | Description | |
5.1 |
Opinion of Winston & Strawn as to the legality of the securities being registered |
|
23.1 |
Consent of Arthur Andersen LLP |
|
23.2 |
Consent of Winston & Strawn (included in their opinion filed as Exhibit 5.1) |
|
24.1 |
Powers of Attorney (included on the signature page hereof) |
1 EXHIBIT 5.1 May 25, 2001 Lear Corporation 21557 Telegraph Road Southfield, MI 48034 Re: Registration Statement on Form S-8 of Lear Corporation (the "Registration Statement") Ladies and Gentlemen: We have acted as special counsel for Lear Corporation, a Delaware corporation (the "Company"), in connection with the registration on Form S-8 of the offer and sale of up to 3,190,000 shares of the Company's Common Stock, par value $.01 per share ("Common Stock"), issuable pursuant to the grant of certain restricted stock unit and other awards or upon exercise of certain stock options (collectively, the "Plan Awards") that may be issued pursuant to the Lear Corporation Long-Term Stock Incentive Plan, as amended (the "Plan"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act"). In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, as filed with the Securities and Exchange Commission (the "Commission") under the Act; (ii) the Restated Certificate of Incorporation of the Company, as currently in effect; (iii) the Amended and Restated By-Laws of the Company, as currently in effect; (iv) the Plan; and (v) resolutions of the Board of Directors of the Company relating to, among other things, the reservation of issuance of the Common Stock, the filing of the Registration Statement and the approval of the Plan. We have also examined such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed that the Company's Board of Directors, or a duly authorized committee thereof, will have approved the issuance of each Plan Award prior to the issuance thereof. As to any facts material to this opinion which we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. Based upon and subject to the foregoing, we are of the opinion that all shares of Common Stock issued pursuant to the Plan will be, upon exercise or grant of Plan Awards in accordance with the terms of the Plan and, if applicable, payment of the specified exercise price
2 therefor and/or the expiration of the specified vesting, restricted or performance period, legally issued, fully paid and non-assessable shares of Common Stock. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent, we do not concede that we are experts within the meaning of the Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Act. Very truly yours, /s/ Winston & Strawn - 2 -
1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 26, 2001 included in Lear Corporation's Form 10-K for the year ended December 31, 2000, and to all references to our firm included in this registration statement. /s/ Arthur Andersen LLP Detroit, Michigan May 24, 2001