-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MJ0VNail7qF8qhrwbQ75+XErjozRscl18AFYDpOn5WgGxcE+zR7yFcVwTFcjFzNO f/91klMLa6YKoShd1gn1vQ== 0000950131-96-004458.txt : 19960911 0000950131-96-004458.hdr.sgml : 19960911 ACCESSION NUMBER: 0000950131-96-004458 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960910 EFFECTIVENESS DATE: 19960929 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXIDE CORP CENTRAL INDEX KEY: 0000813781 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 230552730 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11695 FILM NUMBER: 96628147 BUSINESS ADDRESS: STREET 1: 1400 N WOODLAND AVE CITY: BLOOMFIELD HILL STATE: MI ZIP: 48304 BUSINESS PHONE: 8102580080 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on September 10, 1996 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EXIDE CORPORATION (Exact name of registrant as specified in its charter) Delaware 23-0552730 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1400 North Woodward Avenue 48304 Bloomfield Hills, Michigan (Zip Code) (Address of Principal Executive Offices) EXIDE CORPORATION 1996 NON-EMPLOYEE DIRECTORS STOCK PLAN (Full title of the plan) Bernard F. Stewart Executive Vice President and General Counsel Exide Corporation 1400 North Woodward Avenue Bloomfield Hills, Michigan 48304 (Name and address of agent for service) (810) 258-0080 (Telephone number, including area code, of agent for service) Copy to: Carter W. Emerson, Esq. Kirkland & Ellis 200 East Randolph Drive Chicago, Illinois 60601 (312) 861-2000 CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------------ Title of securities to be Amount to be registered Proposed maximum Proposed maximum Amount of registration registered offering price per aggregate offering fee/2/ share/1/ price/1/ - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value 20,000 $.01 per share shares $27.44 $548,800 $189.24 - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------- /1/Estimated solely for the purpose of calculating the amount of registration fee in accordance with Rule 457(h), based upon the average of the high and low sales price of the Common Stock on the New York Stock Exchange as reported in the consolidated reporting system as of September 6, 1996. /2/Registration fee is calculated on the basis of 1/29 of 1% of the proposed maximum aggregate offering price. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing information specified in Part I (plan information and registrant information) will be sent or given to employees as specified by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"). Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Pursuant to Rule 416 under the Securities Act, this Registration Statement shall be deemed to cover any additional shares offered under the Plan in order to reflect share splits, share dividends, mergers and other capital changes. ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed by Exide Corporation (the "Corporation") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference (File No. 1-11263): (a) the Corporation's Annual Report on Form 10-K for the fiscal year ended March 31, 1996; (b) the Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1996 filed on August 14, 1996; and (c) the description of the Common Stock contained in the Corporation's Registration Statement on Form S-1 filed November 23, 1994 (Registration Number 33-56581). All reports and other documents subsequently filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein 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 other subsequently filed document which also is incorporated or deemed to be incorporated by reference 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. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. 1 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law (the "DGCL") provides, in effect, that any person made a party to any action by reason of the fact that he is or was a director, officer, employee or agent of the Corporation may and, in certain cases, must be indemnified by the Corporation against, in the case of a non-derivative action, judgements, fines, amounts paid in settlement and reasonable expenses (including attorney's fees) incurred by him as a result of such action. In the case of a derivative action, such person must be indemnified against expenses (including attorney's fees). In either type of action the person must have acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation. This indemnification does not apply, in a derivative action, to matters as to which it is adjudged that the director, officer, employee or agent is fairly and reasonably entitled to indemnity for expenses. In a non-derivative action, this indemnification does not apply to any criminal proceeding in which such person had reasonable cause to believe his conduct was unlawful. Article Tenth of the Corporation's Certificate of Incorporation and Article V of the Corporation's Bylaws provide that the Corporation shall indemnify each person who is or was an officer or director of the Corporation to the fullest extent permitted by Section 145 of the DGCL as currently in effect or as the same may be amended (but only to provide fuller indemnification) in the future. Article Ninth of the Corporation's Restated Certificate of Incorporation provides that, to the fullest extent permitted by the DGCL, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Exhibit Index. ITEM 9. UNDERTAKINGS. (a) The Corporation 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; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Corporation pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) that, for the purpose of determining any liability under the Securities Act, 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. 2 (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. (b) The Corporation hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Corporation's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Corporation pursuant to the foregoing provisions, or otherwise, the Corporation has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director, officer or controlling person of the Corporation 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 Corporation 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 and will be governed by the final adjudication of such issue. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the 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 Reading, State of Pennsylvania, on September 10, 1996. EXIDE CORPORATION By: /s/ Alan E. Gauthier --------------------------------------------- Alan E. Gauthier Executive Vice President and Chief Financial Officer 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 indicated on September 10, 1996. SIGNATURE CAPACITY --------- -------- /s/ Arthur M. Hawkins President, Chairman of the Board and Director - ---------------------- Arthur M. Hawkins (Principal Executive Officer) /s/ Alan E. Gauthier Executive Vice President, Chief Financial - ---------------------- Officer and Director(Principal Financial Alan E. Gauthier and Accounting Officer) /s/ Douglas N. Pearson Executive Vice President - North American - ---------------------- Operations and Director Douglas N. Pearson /s/ Earl Dolive Director - ---------------------- Earl Dolive /s/ Robert H. Irwin Director - ---------------------- Robert H. Irwin /s/ Arthur R. Taylor Director - ---------------------- Arthur R. Taylor 4 EXHIBIT INDEX
Exhibit Sequentially Number Description of Document Numbered Page - ----------- --------------------------------------- --------------- 4.1 Restated Certificate of Incorporation N/A of the Corporation, incorporated by reference from Exhibit 4.2 to the Corporation's Registration Statement on Form S-3 (Registration No. 333-00885), as amended. 4.2 Restated Bylaws of the Corporation, N/A incorporated by reference from Exhibit 3.2 to the Corporation's Registration Statement on Form S-1 (File No. 33-68016), as amended. 4.3 Exide Corporation 1996 Non-Employee Directors Stock Plan. ___ 5 Opinion of Kirkland & Ellis. ___ 23.1 Consent of Arthur Andersen LLP. ___ 23.2 Consent of Kirkland & Ellis (included in Exhibit 5). N/A
EX-4.3 2 1996 NON-EMPLOYEE DIRECTORS STOCK PLAN Exhibit 4.3 1996 NON-EMPLOYEE DIRECTORS STOCK PLAN OF EXIDE CORPORATION 1. PURPOSE. The purpose of the 1996 Non-Employee Directors Stock Plan (the "Plan") is to provide additional compensation to non-employee directors of Exide Corporation (the "Company") that will further link such directors' interest with those of Company shareholders. 2. PARTICIPANTS. Participants in the Plan shall consist of directors of the Company who are not employees of the Company or any of its subsidiaries. The term "subsidiary" means a corporation more than 50% of the voting stock of which is owned directly or indirectly by the Company. 3. RESERVATION OF SHARES. There shall be reserved for issuance under the Plan an aggregate of 20,000 shares of Common Stock of the Company ("Common Stock"), subject to adjustment as set forth in Section 9 below. Common Stock issued under the Plan may be authorized and unissued shares, shares held in treasury or any combination thereof. 4. ADMINISTRATION. The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company or such other committee of the Board as may be appointed by the Board consisting of not less than three members of the Board (the "Committee"). The Committee shall have authority to interpret the Plan and adopt, amend and rescind rules relating to the administration of the Plan. All such interpretations and rules shall be conclusive and binding on all persons. 5. EFFECTIVE DATE. The Plan shall be submitted for approval at the Company's Annual Meeting of Shareholders to be held on August 14, 1996, or any adjournment thereof, and, if approved by the shareholders, shall be deemed to have become effective on the date of such approval. 6. SHARE AWARDS. For each fiscal year beginning with the fiscal year which commenced April 1, 1996, each non-employee director of the Company who is elected a director at the Annual Meeting of Shareholders during such fiscal year shall receive an award of 500 shares of Common Stock effective as of the conclusion of such Annual Meeting. A participant shall not be required to make any payment for any shares of Common Stock issued under the Plan. Subject to Section 8, participant shall have full beneficial ownership of, and rights and privileges of a shareholder as to awarded shares, including the right to vote and the right to receive dividends. EX-5 3 OPINION OF KIRKLAND & ELLIS [KIRKLAND & ELLIS LETTERHEAD] Exhibit 5 September 10, 1996 Exide Corporation 645 Penn Street P.O. Box 14205 Reading, Pennsylvania 19612-4205 Re: Exide Corporation Registration Statement on Form S-8 Ladies and Gentlemen: We are acting as special counsel to Exide Corporation, a Delaware corporation (the "Company"), in connection with the proposed registration by the Company of 20,000 shares of Common Stock, $.01 par value, of the Company (the "Shares") pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on September 10, 1996 under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). The Shares are to be issued by the Company to directors of the Company, who are not employees of the Company or any of its subsidiaries, pursuant to the 1996 Non-Employee Directors Stock Plan (the "Plan"). In that connection, we have examined such corporate proceedings, documents, records and matters of law as we have deemed necessary to enable us to render this opinion. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents Exide Corporation September 10, 1996 Page 2 submitted to us as copies. We have further assumed the genuineness of the signatures of persons signing all documents and instruments in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others. Our opinions expressed below are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of: (i) any bankruptcy, insolvency, reorganization, fraudulent transfer and conveyance, moratorium and other similar laws affecting the rights of creditors generally, (ii) general principles of equity, regardless of whether enforceability of any obligation is considered in a proceeding in equity or at law, (iii) implied covenants of good faith, diligence, reasonableness and fair dealing, (iv) public policy considerations which may limit the rights of parties to obtain certain remedies and (v) any laws except the General Corporation Law of the State of Delaware and the federal laws of the United States. Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Shares, when issued in accordance with the Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Exide Corporation September 10, 1996 Page 3 This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion in the event of a change in law as a result of legislative action, judicial decision or otherwise. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. Very truly yours, /s/ Kirkland & Ellis KIRKLAND & ELLIS EX-23.1 4 CONSENT OF ARTHUR ANDERSEN LLP. EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated June 28, 1996 included in Exide Corporation's Form 10-K for the fiscal year ended March 31, 1996 and to all references to our Firm included in this registration statement. Arthur Andersen LLP Philadelphia, PA., September 10, 1996 -----END PRIVACY-ENHANCED MESSAGE-----