sv8
As filed with the Commission on November 3, 2006
Registration No. 333-
UNITED STATES
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)
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Delaware
(State of other jurisdiction of
incorporation or organization)
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13-3386776
(I.R.S. Employer
Identification No.) |
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21557 Telegraph Road
Southfield, Michigan
(Address of principal executive offices)
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48086-50085
(zip code) |
Lear Corporation Salaried Retirement Savings Plan
(Full Title of the Plan)
Daniel A. Ninivaggi
Executive Vice President, Secretary and General Counsel
Lear Corporation
21557 Telegraph Road
Southfield, Michigan 48034
(Name and address of agent for service)
(248) 447-1500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of |
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Proposed maximum |
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securities to be |
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Amount to be |
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offering price per |
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Proposed maximum |
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Amount of |
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registered (1) |
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registered (1)(2) |
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share (3) |
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offering price (3) |
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registration fee |
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Common Stock, $.01
par value |
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500,000 shares |
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$ |
30.205 |
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$ |
15,102,500 |
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$ |
1,616 |
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(1) |
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Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant to the Lear Corporation
Salaried Retirement Savings Plan. |
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(2) |
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Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement shall be
deemed to cover any additional shares of common stock, par value $.01 per share, which may be
offered pursuant to the Lear Corporation Salaried Retirement Savings Plan as a result of stock
splits, stock dividends and certain other events. |
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(3) |
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Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h)
under the Securities Act of 1933, on the basis of the average high and low prices reported for
shares on the New Stock Exchange Composite Tape on October 30, 2006, which was $30.205. |
TABLE OF CONTENTS
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement registers an
additional 500,000 shares of common stock, par value $.01, of Lear Corporation that may be awarded
under the Lear Corporation Salaried Retirement Savings Plan (f/k/a the Lear Seating Corporation
401(k) Plan). Registration Statement No. 33-57237, as filed on January 11, 1995, registered
750,000 shares of common stock to be issued under the Lear Corporation Salaried Retirement Savings
Plan (f/k/a: (1) the Lear Plastics Corporation 401(k) Plan for Hourly Employees, (2) the Lear
Seating Corporation 401(k) Plan for the Hourly Employees of the Detroit Plant, (3) the Lear Seating
Corporation 401(k) Plan for the Hourly Employees of the Fenton Plant, (4) the Lear Seating
Corporation 401(k) Plan for the Hourly Employees of the Romulus II Plant and (5) the Lear Seating
401(k) Plan). On July 17, 1998, Lear Corporation filed a post effective amendment to Registration
Statement No. 33-57237 to reflect the consolidation of the first four plans listed in the
parenthetical above with the Lear Corporation 401(k) Plan. Registration Statement No. 333-94789,
as filed on January 18, 2000, and Registration Statement No. 333-108883, as filed on September 17,
2003 registered an additional 250,000 and 500,000 shares of common stock, respectively, to be
issued under the Lear Corporation Salaried Retirement Savings Plan. With this Registration
Statement, Lear Corporation registers an additional 500,000 shares of common stock to be issued
under the Lear Corporation Salaried Retirement Savings Plan.
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8, as filed January 11, 1995,
Registration Statement No. 33-57237, as amended, are hereby incorporated by reference into this
Registration Statement.
Item 8. Exhibits
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Exhibit |
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Number |
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Description |
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23.1 |
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Consent of Ernst & Young LLP |
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24.1 |
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Powers of Attorney (included on the signature page hereof) |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Lear Corporation
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 3rd day of
November, 2006.
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LEAR CORPORATION
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By: |
/s/ Daniel A. Ninivaggi
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Daniel A. Ninivaggi |
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Executive Vice President, Secretary and General Counsel |
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints James H. Vandenberghe and Daniel A. Ninivaggi 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 of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Robert E. Rossiter
Robert E. Rossiter
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Chairman and Chief Executive Officer,
Director (Principal Executive Officer)
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November 3, 2006 |
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/s/ James H. Vandenberghe
James H. Vandenberghe
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Vice Chairman and Chief Financial
Officer, Director (Principal Financial
Officer)
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November 3, 2006 |
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/s/ Matthew J. Simoncini
Matthew J. Simoncini
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Senior Vice President, Operational Finance
(Principal Accounting Officer)
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November 3, 2006 |
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/s/ David E. Fry
David E. Fry
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Director
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November 3, 2006 |
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/s/ Conrad L. Mallett, Jr.
Conrad L. Mallett, Jr.
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Director
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November 3, 2006 |
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/s/ Larry W. McCurdy
Larry W. McCurdy
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Director
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November 3, 2006 |
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/s/ Roy E. Parrott
Roy E. Parrott
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Director
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November 3, 2006 |
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/s/ David P. Spalding
David P. Spalding
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Director
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November 3, 2006 |
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/s/ James A. Stern
James A. Stern
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Director
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November 3, 2006 |
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/s/ Henry D.G. Wallace
Henry D.G. Wallace
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Director
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November 3, 2006 |
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/s/ Richard F. Wallman
Richard F. Wallman
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Director
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November 3, 2006 |
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Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned
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 November 3, 2006.
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LEAR CORPORATION SALARIED RETIREMENT
SAVINGS PLAN
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By: |
Lear Corporation Employee Benefits Committee, as Plan Administrator
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By: |
/s/ Roger A. Jackson
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Name: |
Roger A. Jackson |
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Title: |
Chairman of the Employee Benefits Committee and Senior Vice President - Human
Resources |
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-4-
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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23.1 |
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Consent of Ernst & Young LLP |
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24.1 |
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Powers of Attorney (included on the signature page hereof) |
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exv23w1
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining
to the Lear Corporation Salaried Retirement Savings Plan the incorporation by reference therein of
our reports (a) dated March 6, 2006, with respect to the consolidated financial statements and
schedule of Lear Corporation, Lear Corporation managements assessment of the effectiveness of
internal control over financial reporting, and the effectiveness of internal control over financial
reporting of Lear Corporation included in its Annual Report (Form 10-K) and (b) dated June 9, 2006,
with respect to the financial statements and schedules of the Lear Corporation Salaried Retirement
Savings Plan included in the Plans Annual Report (Form 11-K), both for the year ended December 31,
2005, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Troy, Michigan
November 2, 2006