Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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DELCO REMY INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 35-1909253
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2902 Enterprise Drive
Anderson, Indiana 46013
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(Address of principal executive offices)
DELCO REMY AMERICA
PERSONAL SAVINGS PLAN FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
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(Full title of the plan)
Susan E. Goldy, Esq.
Vice President & General Counsel
Delco Remy International, Inc.
2902 Enterprise Drive
Anderson, Indiana 46013
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(Name and address of agent for service)
(765) 778-6799
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(Telephone number, including area code, of agent for service)
Copy to:
Melissa Proffitt Reese, Esq.
Ice Miller Donadio & Ryan
One American Square, Box 82001
Indianapolis, Indiana 46282-0002
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<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered(1) Registered Per Share(2) Price(2) Fee(2)
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Common Stock,
without par value 200,000 Shares $ 10.09375 $ 2,018,750 $ 561.21
<FN>
(1) In addition, 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 employee benefit plan described herein.
(2) The registration fee has been calculated pursuant to Rule 457(h) under
the Securities Act of 1933 based upon the average of the high and low sale
prices for the Common Stock on December 22, 1998.
</TABLE>
Total pages: 10
PAGE
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FORM S-8
Registration Statement
under the
Securities Act of 1933
DELCO REMY INTERNATIONAL, INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference in this Registration
Statement:
(a) The Annual Report on Form 10-K, as amended, filed by Delco Remy
International, Inc. pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act") for the fiscal year ended July 31, 1998.
(b) The Current Report on Form 8-K filed by Delco Remy International,
Inc. pursuant to the Exchange Act on November 24, 1998.
(c) The Quarterly Report on Form 10-Q filed by Delco Remy
International, Inc. pursuant to the Exchange Act for the quarter ended October
31, 1998.
(d) The information set forth under the caption "Description of Capital
Stock" in the Registration Statement on Form S-1 filed by Delco Remy
International, Inc. pursuant to the 1933 Act, Registration No. 333-37675, and
the information set forth under the caption "Description of Notes" in the
Registration Statement on Form S-1 filed by Delco Remy International, Inc.
pursuant to the 1933 Act, Registration No. 333-37703, as incorporated by
reference in the Form 8-A of Delco Remy International, Inc. filed on December 5,
1997 pursuant to Section 12(g) of the Exchange Act, including any amendments or
reports filed for the purpose of updating that description.
All documents filed by Delco Remy International, Inc. or the Delco Remy
America Personal Savings Plan for Hourly-Rate Employees in the United States
("Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the filing of this Registration Statement, and 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 in this Registration Statement and to
be a part hereof from the date of filing of those documents.
Item 4. Description of Securities.
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Not applicable.
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Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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As permitted by the Delaware Law, the Company's Certificate of
Incorporation provides that directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts of
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, relating to prohibited dividends or distributions or the repurchase or
redemption of stock, or (iv) for any transaction from which the director derives
an improper personal benefit. In addition, the Company's By-laws provide for
indemnification of the Company's officers and directors to the fullest extent
permitted under Delaware law. Section 145 of the Delaware Law provides that a
corporation may indemnify any persons, including officers and directors, who
were or are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer, director,
employee or agent of such corporation or is or was serving at the request of
such corporation as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had no reasonable
cause to believe that his conduct was unlawful. A Delaware corporation may
indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such officer or
director actually and reasonably incurred. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
The directors and officers of the registrant are insured against certain
liabilities under the registrant's directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
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Not applicable.
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Item 8. Exhibits.
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(a) The Common Stock to be offered pursuant to the Plan will not be
original issuance securities.
(b) The registrant undertakes that it will submit in a timely manner
the Plan to the Internal Revenue Service ("IRS") and will make any and all
changes required by the IRS in order to qualify the Plan under Section 401 of
the Internal Revenue Code of 1986, as amended.
Item 9. Undertakings.
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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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(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;
(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 1(i) and 1(ii), above, shall
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
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 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.
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(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange 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 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 Act and will
be governed by the final adjudication of such issue.
PAGE
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Anderson, State of Indiana, on December 23, 1998.
DELCO REMY INTERNATIONAL, INC.
By: /s/ Thomas J. Snyder
Thomas J. Snyder,
President and Chief Operating Officer
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and David E. Stoll and each or
any of them (with full power to act alone), such person's true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto those attorneys-in-fact and agents 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
such person might or could do in person, hereby ratifying and confirming all
that those attorneys-in-fact and agents, or their 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 December 23, 1998 by the following
persons in the capacities indicated:
/s/ Harold K. Sperlich
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Harold K. Sperlich
Chairman of the Board
(Principal Executive Officer)
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/s/ David L. Harbert
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David L. Harbert
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
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E. H. Billig
Vice Chairman of the Board of Directors
/s/ Richard M. Cashin, Jr.
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Richard M. Cashin, Jr.
Director
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Michael A. Delaney
Director
/s/ James R. Gerrity
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James R. Gerrity
Director
/s/ Robert J. Schultz
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Robert J. Schultz
Director
/s/ Thomas J. Snyder
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Thomas J. Snyder
President, Chief Operating
Officer and Director
/s/ David E. Stoll
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David E. Stoll
Vice President and Controller
(Principal Accounting Officer)
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Pursuant to the requirements of the Securities Act of 1933, the trustee
(or other person who administers the employee benefit plan) has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Anderson, State of Indiana on December 23, 1998.
DELCO REMY AMERICA
PERSONAL SAVINGS PLAN FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
By:/s/ Roderick English
Roderick English,
Senior Vice President Human Resources and Communications
PAGE
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DELCO REMY INTERNATIONAL, INC.
Registration Statement
on
Form S-8
INDEX TO EXHIBITS
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<CAPTION>
<S> <C>
Exhibit Number
Assigned in
Regulation S-K
Item 601 Description of Exhibit
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(4) 4.1 Specimen certificate for Common Stock, without par
value (incorporated by reference to Exhibit 4.1 to Form S-1
Registration Statement No. 333-37675, as amended from time
to time).
4.2 Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to Form S-1
Registration Statement No. 333-37675, as amended from time
to time).
4.3 By-laws of the Company (incorporated by reference to
Exhibit 3.2 to Form S-1 Registration Statement No. 333-
37675, as amended from time to time).
(5) No exhibit.
(15) No exhibit.
(23) 23.1 Consent of Ernst & Young LLP.
(24) 24.1 Power of Attorney (see Signature Page).
(99) No exhibit.
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Delco Remy America Personal Savings Plan for Hourly-Rate
Employees in the United States of Delco Remy International, Inc. of our report
dated September 15, 1998, with respect to the consolidated financial statements
of Delco Remy International, Inc. included in its Annual Report, as amended
(Form 10-K/A) for the year ended July 31, 1998, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Indianapolis, Indiana
December 18, 1998
