<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 1997.
REGISTRATION NO. 333-37675
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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DELCO REMY INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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2902 ENTERPRISE DRIVE, ANDERSON, INDIANA 46013, TELEPHONE: (765) 778-6499
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
SUSAN E. GOLDY, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
DELCO REMY INTERNATIONAL, INC.
2902 ENTERPRISE DRIVE, ANDERSON, INDIANA, 46013, TELEPHONE (765) 778-6799
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
----------------
COPIES TO:
CHRISTOPHER G. KARRAS, ESQ. MARC S. ROSENBERG, ESQ.
DECHERT PRICE & RHOADS CRAVATH, SWAINE & MOORE
4000 BELL ATLANTIC TOWER WORLDWIDE PLAZA
1717 ARCH STREET 825 EIGHTH AVENUE
PHILADELPHIA, PENNSYLVANIA 19103-2793 NEW YORK, NEW YORK 10019
(215) 994-4000 (212) 474-1000
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<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
The following exhibits are filed herewith unless otherwise indicated:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1** Form of Underwriting Agreement
3.1** Form of Certificate of Incorporation of the Company, as amended
3.2** By-laws of the Company
4.1** Specimen Class A Common Stock Certificate
5.1 Opinion of Dechert Price & Rhoads, counsel to the Company
10.1+ Light Duty Starter Motor Supply Agreement, dated July 31, 1994, by and
between Delco Remy America, Inc. ("DRA") and General Motors
Corporation ("GM")
Heavy Duty Component Supply Agreement, dated July 31, 1994, by and
10.2+ between DRA and GM
Distribution and Supply Agreement, dated July 31, 1994, by and between
10.3+ DRA and GM
Trademark License, dated July 31, 1994, by and among DRA, DR
10.4** International, Inc. and GM
10.5** Tradename License Agreement, dated July 31, 1994, by and among DRA, DR
International, Inc. and GM
Partnership Agreement of Delco Remy Mexico S. de R.L. de C.V., dated
10.6** April 17, 1997
Joint Venture Agreement, dated , by and between Remy Korea
10.7** Holdings, Inc. and S.C. Kim
10.8** Securities Purchase and Holders Agreement, dated July 29, 1994, by and
among the Company, CVC, WEP, MascoTech, Harold K. Sperlich, James R.
Gerrity and the individuals named therein as Management Investors
10.9** Registration Rights Agreement, dated July 29, 1994, by and among the
Company, CVC, WEP, MascoTech, Harold K. Sperlich, James R. Gerrity and
the individuals named therein as Management Investors
10.10** Employment Agreement, dated July 31, 1994, by and between Delco Remy
International, Inc. and Thomas J. Snyder
10.11** Form of Fourth Amended and Restated Financing Agreement, dated as of
, 1997, among the Company, certain of the Company's subsidiaries
signatories thereto and Bank One, Indianapolis, National Association
10.12** Indenture, dated as of August 1, 1996, among the Company, certain of
the Company's subsidiaries signatories thereto and National City Bank
of Indiana, as trustee
10.13** 8% Subordinated Debenture of DRA, due July 31, 2004 in favor of GM
Contingent Purchase Price Note of DRA, in favor of GM, dated July 31,
10.14** 1994
10.15** Lease by and between ANDRA L.L.C. and DRA, dated February 9, 1995
Lease by and between Eagle I L.L.C. and DRA , Inc. dated August
10.16** 11, 1995
10.17** Subordination Agreement, dated July 31, 1994 by and among GM, the CIT
Group/Business Credit, Inc. and World Subordinated Debt Partners, L.P.
11.1** Statement re Computation of Earnings per Share
12.1** Statement re Computation of Ratios
21.1** Subsidiaries of Registrant
23.1** Consent of Ernst & Young LLP (see page II-5)
23.2** Consent of Friedman & Fuller P.C. (See page II-6)
23.3 Consent of Dechert Price & Rhoads included in Exhibit 5.1
24.1 Power of Attorney included on Signature Page
</TABLE>
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* To be filed by amendment.
** Previously filed.
+ Certain portions of the identified Exhibit have been omitted and separately
filed with the Commission based upon a request for confidential treatment.
(b) Financial Statement Schedules: None
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 5 TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF ANDERSON AND STATE OF INDIANA ON DECEMBER 11, 1997.
DELCO REMY INTERNATIONAL, INC.
By: Harold K. Sperlich
---------------------------------
HAROLD K. SPERLICH CHAIRMAN
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 5 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<S> <C> <C>
Harold K. Sperlich Chairman (principal December 11,
- ------------------------------------- executive officer) 1997
HAROLD K. SPERLICH and Director
* Executive Vice
- ------------------------------------- President and Chief
DAVID L. HARBERT Financial Officer
(principal
financial and
principal
accounting officer)
E. H. Billig Director December 11,
- ------------------------------------- 1997
E. H. BILLIG
* Director
- -------------------------------------
RICHARD M. CASHIN, JR.
* Director
- -------------------------------------
MICHAEL A. DELANEY
* Director
- -------------------------------------
JAMES R. GERRITY
* Director
- -------------------------------------
ROBERT J. SCHULTZ
* Director
- -------------------------------------
THOMAS J. SNYDER
*By: Thomas J. Snyder December 11,
----------------- 1997
THOMAS J.
SNYDER,
ATTORNEY-IN-FACT
</TABLE>
II-7
<PAGE>
[LETTERHEAD OF DECHERT PRICE & RHOADS APPEARS HERE]
Exhibit 5.1
December 9, 1997
Delco Remy International, Inc.
2902 Enterprise Drive
Anderson, IN 46013
Re: Form S-1 Registration Statement
Registration No. 33-37675
-------------------------------
Gentlemen and Ladies:
We have acted as counsel to Delco Remy International, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Registration Statement on Form S-1 (Registration No. 33-37675), originally
filed on October 10, 1997 with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), and as subsequently
amended by amendments thereto, filed on October 22, 1997, November 21, 1997,
November 26, 1997 and an amendment to be filed today (the "Registration
Statement"), relating to the proposed issuance of up to 4,000,000 shares (the
"Shares") of Class A Common Stock, par value $.01 per share, of the Company
("Common Stock") which will be sold to the Underwriters named in the
Registration Statement pursuant to the Underwriting Agreement filed as Exhibit
1.1 to the Registration Statement (the "Underwriting Agreement").
We have participated in the preparation of the Registration Statement and
have made such legal and factual examination and inquiry as we have deemed
advisable for the rendering of this opinion. In making our examination we have
assumed the genuiness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to all authentic original
documents of all documents submitted to us as copies.
Based on the foregoing, it is our opinion that the Shares of Common Stock,
when sold to and purchased by the Underwriters in accordance with the terms of
the Underwriting Agreement, will be duly authorized, validly issued, fully paid
and non-assesable.
The opinion expressed herein is rendered for your benefit in connection
with the transaction contemplated herein. The opinion expressed herein may not
be used or relied on by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a government agency, quoted,
cited or otherwise referred to without our prior written consent, except as
noted below.
<PAGE>
Delco Remy International, Inc.
December 9, 1997
Page
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus contained
therein, under the caption "Legal Matters." In giving such consent we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
DECHERT PRICE & RHOADS
