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 | ||||||||
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
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 | ||||
| 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
|
||||
| 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) |