UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

LEAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		1-11311 (Commission File Number)		13-3386776 (IRS Employer Identification Number)

21557 Telegraph Road, Southfield, MI (Address of principal executive offices)		48034 (Zip Code)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Section 5 — Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On February 22, 2006, Lear Corporation (“Lear”) issued a press release announcing that David C. Wajsgras will resign as Executive Vice President and Chief Financial Officer of Lear. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Mr. Wajsgras’ resignation will be effective March 10, 2006. James H. Vandenberghe, Lear’s Vice Chairman, will serve as interim Chief Financial Officer until Lear names a replacement for Mr. Wajsgras. Information regarding Mr. Vandenberghe’s employment history and other matters has been disclosed by Lear in its Definitive Proxy Statement on Schedule 14A filed with the SEC on March 24, 2005.

In connection with Mr. Wajsgras’ departure, on February 24, 2006 Matthew J. Simoncini, 45, was promoted to the position of Vice President of Global Finance where he will oversee Lear’s worldwide operational finance organization and serve as Lear’s principal accounting officer. Mr. Simoncini will report to Mr. Vandenberghe. Lear intends to enter into an employment agreement with Mr. Simoncini. Mr. Simoncini previously served as Vice President of Operational Finance of Lear since 2004 during which time he was responsible for Lear’s divisional finance organization. He served as the chief financial officer of Lear’s Europe, Asia and Africa operations from 2001 to 2004. Prior to that, Mr. Simoncini served in a variety of senior finance positions for Lear and United Technologies Automotive, which Lear acquired in 1999. Mr. Simoncini began his career in 1985 with Deloitte & Touche. Mr. Simoncini earned a bachelor’s degree from Wayne State University in Detroit, Michigan and is a Certified Public Accountant. He is also a member of the Michigan Association of Certified Public Accountants.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c) Exhibits:

Exhibit Number		Exhibit Description
99.1		Press release dated February 22, 2006

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				LEAR CORPORATION,
				a Delaware corporation
Date: February 24, 2006		By:		/s/ Daniel A Ninivaggi
		Name:		Daniel A. Ninivaggi
		Title:		Senior Vice President, Secretary & General Counsel

EXHIBIT INDEX

Exhibit Number		Exhibit Description
99.1		Press release dated February 22, 2006

Exhibit 99.1

FOR IMMEDIATE RELEASE

		Contacts:
		Investor Relations — Mel Stephens
		(248) 447-1624
		Media — Andrea Puchalsky
		(248) 447-1651

Lear Announces Departure of Executive Vice President
and Chief Financial Officer, David C. Wajsgras

     Southfield, Mich., February 22, 2006 — Lear Corporation [NYSE: LEA] today announced that David C. Wajsgras will resign as executive vice president and chief financial officer of the company to become senior vice president and chief financial officer of Raytheon Company [NYSE: RTN], a leading provider of innovative defense and aerospace systems. Wajsgras’ resignation is effective March 10, 2006.

     Wajsgras joined Lear in September 1999 as vice president — controller. He was promoted to senior vice president and chief financial officer in January 2002 and executive vice president in August 2005. Wajsgras was also responsible for Lear’s Interior Systems Division.

     “While we are disappointed over Dave’s departure, we respect his desire to accept new challenges and appreciate his years of exceptional leadership and dedicated service to Lear,” said Robert Rossiter, Lear’s chairman and chief executive officer.

     Lear will begin the search for a successor to Wajsgras immediately. James H. Vandenberghe, vice chairman of Lear, will serve as interim chief financial officer until Lear names a replacement for Wajsgras.

     “Our company is fortunate to have in place, one of the strongest financial teams in the industry, including Jim, who previously served as Lear’s chief financial officer and has more than 30 years of industry experience,” Rossiter added.

     Wajsgras’ responsibilities with respect to Lear’s Interior Systems Division will be assumed by Douglas G. DelGrosso, president and chief operating officer.

     Lear Corporation is one of the world’s largest suppliers of automotive interior systems and components. Lear provides complete seat systems, electronic products and electrical distribution systems and other interior products. With annual net sales of $17.1 billion, Lear ranks #127 among the Fortune 500. The company’s world-class products are designed, engineered and manufactured by a diverse team of 115,000 employees at 286 locations in 34 countries. Lear’s headquarters are in Southfield, Michigan, and Lear is traded on the New York Stock Exchange under the symbol [LEA]. Further information about Lear is available on the Internet at www.lear.com.

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