-----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, HMGt9Q8Clw8mZgyc/1giyoVNl1nOn8ySOyDyLfKYZfudiK8wH5TPbTYN+t4JasOW 3a59VbFx3petfqZ/2yvPzQ== 0000950124-97-005675.txt : 19971105 0000950124-97-005675.hdr.sgml : 19971105 ACCESSION NUMBER: 0000950124-97-005675 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971104 EFFECTIVENESS DATE: 19971104 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAYES WHEELS INTERNATIONAL INC CENTRAL INDEX KEY: 0000893670 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133384636 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39427 FILM NUMBER: 97707342 BUSINESS ADDRESS: STREET 1: 38481 HURON RIVER DR CITY: ROMULUS STATE: MI ZIP: 48174 BUSINESS PHONE: 3139412000 MAIL ADDRESS: STREET 1: 38481 HURON RIVER DR CITY: RONULUS STATE: MI ZIP: 48174 S-8 1 FORM S-8 1 REGISTRATION NO. 333- ----- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ HAYES WHEELS INTERNATIONAL, INC. (Exact name of registrant as specified in its Charter) DELAWARE 13-3384636 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 38481 HURON RIVER DRIVE, ROMULUS, MICHIGAN 48174 (Address of Principal Executive Offices) (Zip code) HAYES WHEELS INTERNATIONAL, INC. 1996 STOCK OPTION PLAN (Full Title of Plan) ------------------ DANIEL M. SANDBERG, ESQ. Vice President -- General Counsel HAYES WHEELS INTERNATIONAL, INC. 38481 Huron River Drive Romulus, Michigan 48174 (Name and address of agent for service) (313) 941-2000 (Telephone number, including area code, of agent for service) - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
Proposed Proposed maximum Title of maximum aggregate Amount of Securities to Amount to be offering price offering registration be registered registered per share* price* fee - ------------------------------------------------------------------------------------------------------------------------------- Common Stock ($.01 par value): 3,000,000 Shares $ 33.59 $ 100,770,000 $ 30,540 - -------------------------------------------------------------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the registration fee, computed pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices ($33.59) of a share of Common Stock of Hayes Wheels International, Inc. (the "Registrant") as reported on the Nasdaq National Market System on October 31, 1997, which is within five business days prior to filing. ================================================================================ 2 INCORPORATION BY REFERENCE I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Note: The document(s) containing the information concerning the Hayes Wheels International, Inc. 1996 Stock Option Plan (the "Plan"), required by Item 1 of this Form and the statement of availability of Registrant information, and other information required by Item 2 of this Form, will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the requirements of Part 1 of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file. -2- 3 II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents have been filed by the Registrant with the Commission pursuant to either the Securities Act, or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are hereby incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 1997, including the financial statements contained herein; (b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended April 30, 1997 and July 31, 1997 including the financial statements contained therein; (c) The Registrant's Current Reports on Form 8-K dated June 6, 1997, June 20, 1997, June 30, 1997 and July 16, 1997; (d) The Registrant's Proxy Statement for the 1997 Annual Meeting of Stockholders, dated September 18, 1997; (e) The Registrant's Registration Statement on Form S-4 (Registration No. 333-04909), including the description of the Registrant's Common Stock contained in the Joint Proxy Statement/Prospectus constituting a part thereof; and (f) All documents filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered 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 filing of such 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 is also incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any 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. Daniel M. Sandberg, Esq., General Counsel of the Registrant, who has opined on the validity of the securities to be issued under the Plan, is the beneficial owner of 40,509 shares of Common Stock of the Registrant (including shares subject to vested stock options) and has been granted options under the Plan to acquire 126,739 shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Set forth below is a description of certain provisions of the Amended and Restated By-Laws (the "By laws") of the Company and the General Corporation Law of the State of Delaware (the "DGCL"), as such provisions relate to the indemnification of the directors and officers of the Company. This description is intended only as a summary and is qualified in its entirety by reference to the By-laws and the DGCL. Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or witness or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reasons of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. Depending on the character of the proceeding, a corporation may indemnify against expenses, costs and fees (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. If the person indemnified is not wholly successful in such action, suit or proceeding, but is successful, on the merits or otherwise, in one or more but less than all claims, issues or matters in such proceeding, he or she may be indemnified against expenses actually and reasonably incurred in connection with each successfully resolved claim, issue or matter. In the case of an action or suit by or in the right of the corporation, no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery, or the court in which such action or suit was brought, shall determine that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 provides that, to the extent a director, officer, employee or agent of a corporation has been successful in the defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or manner therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. The Company's By-Laws provide for indemnification by the Company of its directors and officers to the fullest extent permitted by the DGCL. Pursuant to Section 145 of the DGCL, the Company has purchased insurance on behalf of its present and former directors and officers against liabilities asserted against or incurred by them in such capacity or arising out of their status as such. The Company has entered into indemnification agreements with each of its directors pursuant to which the Company has agreed to indemnify such individuals to the fullest extent permitted under Delaware law. -3- 4 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibits Titles 4.1. Hayes Wheels International, Inc. 1996 Stock Option Plan (incorporated by reference to Exhibit A to the Registrant's Proxy Statement for the Annual Meeting of Stockholders, dated September 18, 1997). 4.2 Form of Stock Option Agreement relating to grants of options under the Hayes Wheels International, Inc. 1996 Stock Option Plan (incorporated by reference to Exhibit B to the Registrant's Proxy Statement for the Annual Meeting of Stockholders, dated September 18, 1997). 4.3 Restated Certificate of Incorporation of the Registrant and Certificate of Correction thereof (incorporated by reference from Exhibit 3.1 to the Registrant's Current Report on Form 8-K, dated July 2, 1996.) 4.4 Amended and Restated By-laws of the Registrant (incorporated by reference from Exhibit 3.2 to the Registrant's Current Report on Form 8-K, dated July 2, 1996). 5 Opinion of Daniel M. Sandberg, Esq. 23.1 Consent of KPMG Peat Marwick LLP, independent certified public accountants. 23.2 Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprufungsgesellschaft 23.3 Consent of Ernst & Young LLP 23.4 Consent of Daniel M. Sandberg, Esq. (Included in Exhibit 5). 24 Powers of Attorney. (Contained on signature page). ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (a) RULE 415(A) UNDERTAKINGS (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 the 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 the Registration Statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a) (1) (ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. (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) RULE 415(B) UNDERTAKING The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act, each filing of the Registrant'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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) RULE 415(H) UNDERTAKING Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense or any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant 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 Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Romulus, State of Michigan, on the date of November 4, 1997. HAYES WHEELS INTERNATIONAL, INC. By: /s/ DANIEL M. SANDBERG ------------------------------------ Daniel M. Sandberg Vice President - General Counsel POWER OF ATTORNEY Each person whose signature appears below hereby authorizes Daniel M. Sandberg and Patrick B. Carey, and each of them, as attorney-in-fact and agents, with full powers of substitution, to sign on his or her behalf, individually and in the capacities stated below, and to file any and all amendments (including post-effective amendments) to this Registration Statement with the Securities and Exchange Commission, granting to said attorney-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done in the premises. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ RANKO CUCUZ Chairman of the Board, October 31, 1997 --------------------------------------------- President and Chief Executive Ranko Cucuz Officer /s/ WILLIAM D. SHOVERS Vice President, Chief October 31, 1997 --------------------------------------------- Financial Officer and William D. Shovers Principal Accounting Officer /s/ CLEVELAND A. CHRISTOPHE Director October 31, 1997 --------------------------------------------- Cleveland A. Christophe /s/ TIMOTHY J. CLARK Director October 31, 1997 --------------------------------------------- Timothy J. Clark /s/ ANDREW R. HEYER Director October 31, 1997 --------------------------------------------- Andrew R. Heyer
6
SIGNATURE TITLE DATE --------- ----- ---- /s/ HORST KUKWA-LEMMERZ Director October 31, 1997 --------------------------------------------- Horst Kukwa-Lemmerz /s/ PAUL S. LEVY Director October 31, 1997 --------------------------------------------- Paul S. Levy /s/ JEFFREY LIGHTCAP Director October 31, 1997 --------------------------------------------- Jeffrey Lightcap /s/ WIENAND MEILICKE Director October 31, 1997 --------------------------------------------- Wienand Meilicke /s/ JOHN S. RODEWIG Director October 31, 1997 --------------------------------------------- John S. Rodewig /s/ DAVID Y. YING Director October 31, 1997 --------------------------------------------- David Y. Ying
7 EXHIBIT INDEX Exhibit Title - ------- ----- 4.1. Hayes Wheels International, Inc. 1996 Stock Option Plan (incorporated by reference to Exhibit A to the Registrant's Proxy Statement for the Annual Meeting of Stockholders, dated September 18, 1997). 4.2 Form of Stock Option Agreement relating to grants of options under the Hayes Wheels International, Inc. 1996 Stock Option Plan (incorporated by reference to Exhibit B to the Registrant's Proxy Statement for the Annual Meeting of Stockholders, dated September 18, 1997). 4.3 Restated Certificate of Incorporation of the Registrant and Certificate of Correction thereof (incorporated by reference from Exhibit 3.1 to the Registrant's Current Report on Form 8-K, dated July 2, 1996.) 4.4 Amended and Restated By-laws of the Registrant (incorporated by reference from Exhibit 3.2 to the Registrant's Current Report on Form 8-K, dated July 2, 1996). 5 Opinion of Daniel M. Sandberg, Esq. 23.1 Consent of KPMG Peat Marwick LLP, independent certified public accountants. 23.2 Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprufungsgesellschaft 23.3 Consent of Ernst & Young LLP 23.4 Consent of Daniel M. Sandberg, Esq. (Included in Exhibit 5). 24 Powers of Attorney. (Contained on signature page). EX-5 2 EXHIBIT 5 1 EXHIBIT 5 October 30, 1997 Hayes Wheels International, Inc. 38481 Huron River Drive Romulus, Michigan 48174 Dear Sirs: I am the Vice President - General Counsel of Hayes Wheels International, Inc., a Delaware corporation (the "Corporation"). I have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Corporation with the Securities and Exchange Commission (the "Commission") on or about November 4, 1997, relating to the registration pursuant to the provisions of the Securities Act of 1933, as amended, of 3,000,000 shares (the "Shares") of the Corporation's Common Stock, par value $.01 per share, to be issued by the Corporation pursuant to the Hayes Wheels International, Inc. 1996 Stock Option Plan (the "Plan"). In rendering this opinion, I have examined the Plan, the Restated Certificate of Incorporation and Amended and Restated By-laws of the Corporation, certain resolutions of the Board of Directors of the Corporation and such other documents, and have made such investigations, as I have deemed appropriate. Based upon the foregoing, I am of the opinion that the Shares have been duly authorized and, when issued and paid for in accordance with the Plan, will be validly issued and fully paid and nonassessable. I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. Very truly yours, /s/ Daniel M. Sandberg Daniel M. Sandberg Vice President - General Counsel EX-23.1 3 EXHIBIT 23.1 1 [KPMG PEAT MARWICK LETTERHEAD] EXHIBIT 23.1 CONSENT OF KPMG PEAT MARWICK LLP The Boards of Directors Hayes Wheels International, Inc.: We consent to the use of our report dated February 25, 1997, related to the consolidated balance sheets of Hayes Wheels International, Inc. and subsidiaries as of January 31, 1997 and 1996, and the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for each of the years in the three-year period ended January 31, 1997, incorporated by reference herein in the Registration Statement (Form S-8) and related Prospectus. KPMG PEAT MARWICK LLP Detroit, Michigan November 4, 1997 EX-23.2 4 EXHIBIT 23.2 1 [KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT LETTERHEAD] EXHIBIT 23.2 CONSENT OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT The Board of Directors Hayes Wheels International, Inc. We consent to the use of our report dated May 21, 1997, related to the consolidated balance sheets of Lemmerz Holding GmbH and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of earnings, shareholders' equity, and cash flows for each of the years then ended, incorporated by reference herein in the Registration Statement (Form S-8) and related Prospectus. KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT Cologne, Germany November 4, 1997 EX-23.3 5 EXHIBIT 23.3 1 [ERNST & YOUNG LLP LETTERHEAD] EXHIBIT 23.3 CONSENT OF ERNST & YOUNG LLP We consent to the use of our report dated February 23, 1996, except for Note O, as to which the date is March 28, 1996, with respect to the consolidated financial statements of MWC Holdings, Inc. incorporated by reference in the Registration Statement on Form S-8 and related Prospectus of Hayes Wheels International, Inc. and subsidiaries for the registration of 3,000,000 shares of Hayes Wheels International, Inc. common stock filed November 4, 1997. ERNST & YOUNG LLP Detroit, Michigan November 4, 1997 -----END PRIVACY-ENHANCED MESSAGE-----