-----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, GBPacf8WMFMbT6HcrljWAp/MMmGU9s6GbbIUT44CpYYuOCDIKaUVQgSlPtsFYEmG kZeSh6Wd+oMYCTOs8JszJg== 0000950124-00-000179.txt : 20000202 0000950124-00-000179.hdr.sgml : 20000202 ACCESSION NUMBER: 0000950124-00-000179 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000118 EFFECTIVENESS DATE: 20000118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEAR CORP /DE/ CENTRAL INDEX KEY: 0000842162 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 133386776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-94787 FILM NUMBER: 508267 BUSINESS ADDRESS: STREET 1: 21557 TELEGRAPH RD CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2484471500 MAIL ADDRESS: STREET 1: 21557 TELEGRAPH CORP CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: LEAR SEATING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LEAR SIEGLER SEATING CORP DATE OF NAME CHANGE: 19900723 S-8 1 FORM S-8 1 AS FILED WITH THE COMMISSION ON JANUARY 18, 2000 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) Delaware 13-3386776 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 21557 Telegraph Road 48086-50085 Southfield, Michigan (zip code) (Address of principal executive offices) LEAR CORPORATION HOURLY RETIREMENT SAVINGS PLAN (f/k/a Lear Corporation Non-Bargaining Hourly Retirement Savings Plan and the Lear Corporation Bargaining Hourly Umbrella Retirement Savings Plan) (Full Title of the Plan) ---------------------- JOSEPH F. MCCARTHY 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
- ------------------------------------------------------------------------------------------------------------------------------------ TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF REGISTRATION REGISTERED (1) REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) FEE - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $.01 par value 300,000 shares $ 35.4375 $ 10,631,250 $ 2,806.65 - ------------------------------------------------------------------------------------------------------------------------------------
(1) 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 Hourly Retirement Savings Plan. (2) 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 Hourly Retirement Savings Plan as a result of stock splits, stock dividends and certain other events. (3) 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 January 13, 2000, which was $35.4375. - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE Pursuant to General Instruction E of Form S-8, this registration statement registers an additional 300,000 shares of common stock, par value $.01, of Lear Corporation that may be awarded under the Lear Corporation Hourly Retirement Savings Plan (f/k/a the Lear Corporation Non-Bargaining Hourly Retirement Savings Plan and the Lear Corporation Bargaining Hourly Retirement Savings Plan). Registration Statement No. 333-16415, as filed on November 19, 1996, registered 200,000 shares of common stock to be issued under two plans: (1) the Lear Corporation Non-Bargaining Hourly Retirement Savings Plan and (2) the Lear Corporation Bargaining Hourly Retirement Savings Plan. Effective as of January 1, 2000, the two plans originally listed on Registration Statement No. 333-16415 were merged to form the Lear Corporation Hourly Retirement Savings Plan. With this Registration Statement, Lear Corporation registers an additional 300,000 shares of additional common stock to be issued under the Lear Corporation Hourly Retirement Savings Plan. PART II INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT The content of the Registration Statement on Form S-8 as filed on November 19, 1996, Registration Statement No. 333-16415 is hereby incorporated by reference into this registration statement. Item 8. Exhibits Exhibit Number Description ------ ----------- 23.1 Consent of Arthur Andersen LLP 23.2 Consent of PricewaterhouseCoopers LLP 23.3 Consent of Deloitte and Touche LLP 24.1 Powers of Attorney (included on the signature page hereof) 3 SIGNATURES Pursuant to the requirements of the Securities Act, 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 14th day of January, 2000. LEAR CORPORATION By: /s/ Kenneth L. Way --------------------------- Kenneth L. Way, Chairman of the Board and Chief Executive Officer KNOW BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth L. Way, James H. Vandenberghe 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 exhibits hereto 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 Chairman of the Board and Chief Executive - -------------------------- Officer (principal executive Kenneth L. Way officer) January 14, 2000 /s/ Robert E. Rossiter Director, President and Chief - -------------------------- Operating Officer January 14, 2000 Robert E. Rossiter /s/ James H. Vandenberghe Director and Vice Chairman of the - -------------------------- Board January 14, 2000 James H. Vandenberghe /s/ Donald J. Stebbins Senior Vice President and Chief - -------------------------- Financial Officer (principal financial Donald J. Stebbins and accounting officer) January 14, 2000 /s/ David Bing Director - -------------------------- January 14, 2000 David Bing /s/ Irma B. Elder Director - -------------------------- January 14, 2000 Irma B. Elder /s/ Larry W. McCurdy Director - -------------------------- January 14, 2000 Larry W. McCurdy /s/ Roy E. Parrott Director - -------------------------- January 14, 2000 Roy E. Parrott /s/ Robert W. Shower Director - -------------------------- January 14, 2000 Robert W. Shower /s/ David P. Spalding Director - -------------------------- January 14, 2000 David P. Spalding /s/ James A. Stern Director - -------------------------- January 14, 2000 James A. Stern
4 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 January 14, 2000. LEAR CORPORATION HOURLY RETIREMENT SAVINGS PLAN By: Lear Corporation, as Plan Administrator By: /s/ Michael Miller ---------------------------------------------- Name: Michael Miller Title: Secretary, Employee Benefits Committee 5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------ ----------- 23.1 Consent of Arthur Andersen LLP 23.2 Consent of PricewaterhouseCoopers LLP 23.3 Consent of Deloitte and Touche LLP 24.1 Powers of Attorney (included on the signature page hereof) EX-23.1 2 CONSENT OF ARTHUR ANDERSEN LLP 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 29, 1999 (except with respect to the matter discussed in Note 17, as to which the date is March 16, 1999) included in Lear Corporation's Form 10-K for the year ended December 31, 1998, and to all references to our firm included in this registration statement. /s/ Arthur Andersen LLP Detroit, Michigan January 14, 2000. EX-23.2 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Lear Corporation of our report dated March 31, 1999 relating to the financial statements of UT Automotive, Inc. (formerly a wholly-owned operating segment of United Technologies Corporation), appearing in Lear Corporation's Current Report on Form 8-K dated May 4, 1999. /s/ PricewaterhouseCoopers LLP Detroit, Michigan January 14, 2000 EX-23.3 4 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 of Lear Corporation of our report dated August 21, 1998 on financial statements of the Seating Business, formerly of the Delphi Interior Systems Division of Delphi Automotive Systems Corporation, appearing in the Current Report of Lear Corporation on Form 8-K/A dated September 1, 1998, and filed with the Securities and Exchange Commission on November 17, 1998. /s/ Deloitte & Touche LLP Detroit, Michigan January 14, 2000 -----END PRIVACY-ENHANCED MESSAGE-----