<PAGE>
As filed with the Securities and Exchange Commission on November 17, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________
STONERIDGE, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<CAPTION>
Ohio 34-1598949
<S> <C>
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
9400 East Market Street 44484
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
________________
STONERIDGE, INC.
LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
_______________
CLOYD J. ABRUZZO
9400 East Market Street
Warren, Ohio 44484
(Name and Address of Agent for Service)
(330) 856-2443
(Telephone Number, Including Area Code, of Agent for Service)
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
- ------------------------------------------------------------------------------------------------------------
Title Of Amount Proposed Proposed Amount Of
Securities To To Be Maximum Offering Maximum Aggregate Registration Fee
Be Registered Registered Price Per Share Offering Price
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 1,000,000(1) $13.97(2) $15,774,250 $4,386
without par value
============================================================================================================
</TABLE>
(1) Also includes an indeterminable number of additional shares that may become
issuable pursuant to the anti-dilution provisions of the Plans.
(2) Estimated in accordance with Rule 457 solely for the purpose of determining
the registration fee. The fee with respect to 415,000 shares is based on
$13.97, the average of the high and low sale prices on November 12, 1999,
of the registrant's Common Shares as reported on the New York Stock
Exchange. The fee with respect to the remaining (i) 485,000 shares (options
for which were granted on October 10, 1997 in connection with the
registrant's initial public offering) was computed on the basis of the
exercise price of $17.50 per share, (ii) 10,000 shares (options for which
were granted on December 23, 1997) was computed on the basis of the
exercise price of $16.44 per share, and (ii) 90,000 shares (options for
which were granted on April 15, 1999) was computed on the basis of the
exercise price of $14.72 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (d) below are incorporated by
reference in to this Registration Statement. All documents filed by Stoneridge,
Inc. (the "Registrant") with the Securities and Exchange Commission
(the "Commission") pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") subsequent to the date of
the filing of this Registration Statement and prior to the filing of a post-
effective amendment that indicates that all securities registered hereunder have
been sold, or that de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to be a
part hereof from the date of the filing of such documents.
(a) The Registrant's Annual Report on Form 10-K (the "1998 Form 10-
K") for the fiscal year ended December 31, 1998;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1998, including
the Form 10-Qs for the quarters ended March 31, 1999, June 30, 1999
and September 30, 1999 and the Amended Current Reports on Form 8-K
filed with the Commission on January 26, 1999 and March 16, 1999;
(c) The information contained in the Registrant's Proxy Statement
dated March 31, 1999, for its Annual Meeting of Shareholders held on
May 3, 1999, that has been incorporated by reference in the 1998 Form
10-K and was filed with the Commission on Schedule 14A on March 30,
1999; and
(d) The description of the Registrant's Common Shares contained in
the Form 8-A Registration Statement filed with the Commission on
September 8, 1997 under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Shares offered hereby has been passed upon
for the Registrant by Baker & Hostetler LLP, Cleveland, Ohio. Avery S. Cohen, a
Director and Secretary of the Registrant, is a partner in Baker & Hostetler LLP.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Ohio Revised Code (the "Code") authorizes Ohio corporations
to indemnify officers and directors from liability if the officer or director
acted in good faith and in a manner reasonably believed by the officer or
director to be in or not opposed to the best interests of the corporation, and
with respect to any criminal actions, if the officer or director had no reason
to believe his action was unlawful. In the case of an action by or on behalf of
a corporation, indemnification may not be made (i) if the person seeking
indemnification is adjudged liable for negligence or misconduct, unless the
court in which such action was brought determines such person is fairly and
reasonably entitled to indemnification or (ii) if liability asserted against
such person concerns certain unlawful distributions. The indemnification
provisions of the Code require indemnification if a director or officer has been
successful on the merits or otherwise in defense of any action, suit or
proceeding that he was a party to by reason of the fact that he is or was a
director or officer of the corporation. The indemnification authorized under
Ohio law is not exclusive and is in addition to any other rights granted to
officers and directors under the articles of incorporation or code of
regulations of the corporation or any agreement between officers and directors
and the corporation. A corporation may purchase and maintain insurance or
furnish similar protection on behalf of any officer or director against any
liability asserted against him and incurred by him in his capacity, or arising
out of his status, as an officer or director, whether or not the corporation
would have the power to indemnify him against such liability under the Code.
The Registrant's Amended and Restated Code of Regulations
provides for the indemnification of directors and officers of the Registrant to
the maximum extent permitted by Ohio law as authorized by the Board of Directors
of the Registrant, for the advancement of expenses incurred in connection with
the defense of any action, suit or proceeding that he was a party to by reason
of the fact that he is or was an officer or director of the Registrant upon the
receipt of an undertaking to repay such amount unless it is ultimately
determined that the officer or director is entitled to indemnification. The
Amended and Restated Code of Regulations authorizes the Registrant to purchase
and maintain insurance on behalf of any director, officer, employee or agent of
the Registrant against any liability asserted against them in such capacity or
arising out of their status as such, whether or not the Registrant would have
power to indemnify such officer, employee or agent against such liability under
the provisions of the Amended and Restated Code of Regulations of the
Registrant.
The Registrant maintains a directors' and officers' insurance
policy which insures the officers and directors of the Registrant from any claim
arising out of an alleged wrongful act by such persons in their respective
capacities as officers and directors of the Registrant.
Item 7. Exemption From Registration Claimed
Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
Exhibit Number Description of Exhibit
- -------------- ----------------------
3.1 Second Amended and Restated Articles of Incorporation
of Stoneridge, Inc./(1)/
3.2 Amended and Restated Code of Regulations of Stoneridge,
Inc./(1)/
10.1 Stoneridge, Inc. Long-Term Incentive Plan/(2)/
5 Opinion of Baker & Hostetler LLP as to legality of the
Common Shares being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Andersen, Metzger & Company, P.C.
23.3 Consent of Baker & Hostetler LLP (included in Opinion
filed as Exhibit 5 hereto)
24 Powers of Attorney (included at page II-5)
________________
/(1)/ Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999.
/(2)/ Incorporated by reference from Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-33285) filed on
October 8, 1997.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities
II-3
<PAGE>
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at
the termination of the offering.
The undersigned Registrant further undertakes that, for purposes 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 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.
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 provisions described under Item 6 above or
otherwise, the Registrant 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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 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 Securities
Act, and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
The Registrant. 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 Warren, State of Ohio, on this 17/th/ day of
November, 1999.
STONERIDGE, INC.
By: /s/ Cloyd J. Abruzzo
-------------------------------------
Cloyd J. Abruzzo
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Cloyd J. Abruzzo, Kevin P. Bagby and
Avery S. Cohen, or any one of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all post-
effective amendments to this Registration Statement, and to file the same with
all exhibits hereto, and other documents in connection herewith, 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 or 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 that said attorneys-in-fact and agents, or any of
them, or their or his substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on November 17, 1999 by the following
persons in the capacities indicated below.
Signature Title
--------- -----
/s/ Cloyd J. Abruzzo Director, President
----------------------
Cloyd J. Abruzzo and Chief Executive Officer
(Principal Executive Officer)
/s/ Kevin P. Bagby Vice President-Finance and Chief Financial Officer
- ----------------------
Kevin P. Bagby (Principal Accounting Officer)
/s/ Avery S. Cohen Director
- ----------------------
Avery S. Cohen
/s/ Richard E. Cheney Director
- -----------------------
Richard E. Cheney
II-5
<PAGE>
/s/ D.M. Draine Director
- ----------------------
D.M. Draine
/s/ Sheldon J. Epstein Director
- ----------------------
Sheldon J. Epstein
/s/ C.J. Hire Director
- ----------------------
C.J. Hire
/s/ Richard G. LeFauve Director
- ----------------------
Richard G. LeFauve
/s/ Earl L. Linehan Director
-------------------
Earl L. Linehan
II-6
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Description of Exhibit
- -------------- ----------------------
3.1 Second Amended and Restated Articles of Incorporation
of Stoneridge, Inc./(1)/
3.2 Amended and Restated Code of Regulations of Stoneridge,
Inc./(1)/
10.1 Stoneridge, Inc. Long-Term Incentive Plan/(2)/
5 Opinion of Baker & Hostetler LLP as to legality of the
Common Shares being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Andersen, Metzger & Company, P.C.
23.3 Consent of Baker & Hostetler LLP (included in Opinion
filed as Exhibit 5 hereto)
24 Powers of Attorney (included at page II-5)
________________
/(1)/ Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999.
/(2)/ Incorporated by reference from Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-33285) filed on
October 8, 1997.
<PAGE>
Exhibit 5
[Baker & Hostetler LLP Letterhead]
November 16, 1999
Stoneridge, Inc.
9400 East Market Street
Warren, Ohio 44484
Gentlemen:
We have acted as counsel to Stoneridge, Inc., an Ohio corporation (the
"Company"), in connection with the Company's Registration Statement on Form S-8
(the "Registration Statement") filed under the Securities Act of 1933 (the
"Act") relating to the registration of 1,000,000 Common Shares, without par
value (the "Common Shares"), of the Company for issuance under the Stoneridge,
Inc. Long-Term Incentive Plan (the "Plan").
In connection with the foregoing, we have examined: (a) the Second Amended
and Restated Articles of Incorporation of the Company, (b) the Amended and
Restated Code of Regulations of the Company, (c) the Plan and (d) such other
documents as we deemed necessary to render this opinion.
Based on such examination, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Ohio; and
2. The Common Shares available for issuance under the Plan, when
issued in accordance with the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and the reference to our firm in Item 5 of Part II of the
Registration Statement. In giving our consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ Baker & Hostetler LLP
Baker & Hostetler LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 registration statement of our reports dated January
28, 1999 included in Stoneridge, Inc.'s Form 10-K for the year ended December
31, 1998 and to all references to our Firm included in this Form S-8
registration statement.
/s/ ARTHUR ANDERSEN LLP
Cleveland, Ohio,
November 15, 1999.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 registration statement of our report dated May 15,
1998 included in the amendment to Stoneridge's Form 8-K filed March 16, 1999 and
to all references to our Firm included in this Form S-8 registration statement.
ANDERSEN, METZGER & COMPANY, P.C.
/s/ Andersen, Metzger & Company, P.C.
Warren, Ohio
November 15, 1999
