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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 2000
REGISTRATION STATEMENT NO.333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 38-3161171
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
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1840 HOLBROOK AVENUE
DETROIT, MICHIGAN 48212
(313) 974-2000
(Address, including zip code, of Registrant's principal executive office)
AMENDED AND RESTATED AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC.
MANAGEMENT STOCK OPTION PLAN, AS AMENDED
1997 AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC.
REPLACEMENT PLAN, AS AMENDED
AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT DATED OCTOBER 29, 1997
1999 AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC.
STOCK INCENTIVE PLAN
(Full title of the Plans)
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PATRICK S. LANCASTER
VICE PRESIDENT AND SECRETARY
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
1840 HOLBROOK AVENUE
DETROIT, MICHIGAN 48212
(313) 974-2000
(Name, address, including zip code, telephone number, including area code, of
Registrant's agent for service)
Copies to:
WILSON S. NEELY, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
(212) 455-2000
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED (1) AMOUNT TO BE MAXIMUM AGGREGATE REGISTRATION
REGISTERED (2) OFFERING PRICE OFFERING PRICE FEE
PER SHARE (3) (3)
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Common Stock, $.01 par value per share........ 11,227,155 $ 15.375 $ 172,617,508 $ 45,571
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(1) American Axle & Manufacturing Holdings, Inc. (the "registrant") is the
survivor of a migratory merger with American Axle & Manufacturing of
Michigan, Inc. Pursuant to the migratory merger, which was effected in
January 1999, the registrant adopted the Plans.
(2) The amount to be registered for each plan is as follows: Amended and
Restated American Axle & Manufacturing of Michigan, Inc. Management Stock
Option Plan, as amended ("the Management Stock Option Plan") - 5,612,635
shares; 1997 American Axle & Manufacturing of Michigan, Inc. Replacement
Plan, dated October 29, 1997, as amended (the "Replacement Plan") -
1,858,095 shares; American Axle & Manufacturing of Michigan, Inc.
Non-Qualified Stock Option Agreement Dated October 29, 1997 - 256,425; and
1999 American Axle & Manufacturing of Michigan, Inc. Stock Incentive Plan
(the "Stock Incentive Plan") - 3,500,000 shares.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(h)(i) and 457(c) under the Securities Act of 1933, as
amended. The proposed maximum offering price per share, the proposed maximum
aggregate offering price and the amount of registration fee have been
computed on the basis of the average high and low prices per share of the
common stock on the New York Stock Exchange on July 17, 2000.
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EXPLANATORY NOTE
This Registration Statement relates to the following prospectuses of
American Axle & Manufacturing Holdings, Inc. (the "Company"):
(1) the prospectus relating to shares of Common Stock, par value $.01 per
share (the "Common Stock") of the Company reserved for issuance
pursuant to the Company's Management Stock Option Plan;
(2) the prospectus relating to shares of Common Stock of the Company
reserved for issuance pursuant to the Company's Replacement Plan;
(3) the prospectus relating to shares of Common Stock of the Company
reserved for issuance pursuant to the Company's Stock Incentive Plan;
(4) the prospectus relating to shares of Common Stock of the Company
reserved for issuance pursuant to the Company's Non-Qualified Stock
Option Agreement dated as of October 29, 1997 between the Company and
Gary J. Witosky (the "Non-Qualified Stock Option Agreement"); and
Each of the prospectuses for the Management Stock Option Plan, the Replacement
Plan, the Stock Incentive Plan and the Non-Qualified Stock Option Agreement
being delivered by the Company to participants in the those plans as required by
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"),
has been prepared in accordance with the requirements provided in Instruction C
of Form S-8. The plan information provided in each of the prospectuses for the
Management Stock Option Plan, the Replacement Plan, the Stock Incentive Plan and
the Non-Qualified Stock Option Agreement are included in the documents being
maintained and delivered by the Company as required by Rule 428 under the
Securities Act. The Company will provide to participants in those plans a
written statement advising them of the availability without charge, upon written
or oral request, of documents incorporated by reference herein, as required by
Item 2 of Part I of Form S-8.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
Not required to be filed in this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed in this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents that we have filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference
in this Registration Statement.
1. Our Annual Report on Form 10-K for the year ended December 31, 1999.
2. The description of our capital stock contained in our Registration
Statement on Form 8-A dated July 15, 1998, Registration No. 1-14303
incorporating by reference the "Description of Capital Stock" in our
Registration Statement on Form S-1, Registration No. 333-53491 with
respect to the registration of our Common Stock.
All documents that we have filed pursuant to Sections 13, 14 or 15(d) of
the Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement indicating
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement 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 also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such 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 required.
ITEM 5. Interests of Named Experts and Counsel.
None.
ITEM 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") authorizes us to indemnify our officers and directors under
certain circumstances and subject to certain conditions and limitations as
stated therein, against all expenses and liabilities incurred by or imposed upon
them as a result of actions, suits and proceedings, civil or criminal, brought
against them as such officers and directors if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to our best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe their conduct was unlawful.
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Reference is hereby made to Article Sixth of the Registrant's Certificate of
Incorporation, a copy of which is filed as Exhibit 3.01, which provides for
indemnification of our officers and directors to the full extent authorized by
Section 145 of the Delaware Law. Section (c) of Article Sixth of the Certificate
of Incorporation authorizes us to purchase and maintain insurance on behalf of
any of our officers, directors, employees, trustees or agents or our
subsidiaries against any liability asserted against or incurred by them in such
capacity or arising out of their status as such, whether or not we would have
the power to indemnify such officer, director, employee, trustee or agent
against such liability under the provisions of such Article or Delaware law.
We maintain a directors' and officers' insurance policy which insures
our officers and directors from any claim arising out of an alleged wrongful act
by such persons in their respective capacities as our officers and directors.
Section 102(b)(7) of the Delaware Law permits corporations to eliminate
or limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of a fiduciary duty of care as a
director. Reference is made to Article Six Section 2 of our Certificate of
Incorporation which limits a director's liability in accordance with such
Section.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. Exhibits.
3.01 - Certificate of Incorporation of the Company (Incorporated by
reference to Exhibit 3.01 filed with the Company's Registration
Statement on Form S-1 (Registration No. 333-53491))
3.02 - By-laws of the Company (Incorporated by reference to Exhibit 3.02
filed with the Company's Registration Statement on Form S-1
(Registration No. 333-53491))
5 - Opinion of Patrick S. Lancaster, Esq. with respect to legality of
securities being registered hereunder
23.01 - Consent of Deloitte & Touche LLP
23.02 - Consent of Ernst & Young LLP
24 - Power of Attorney
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ITEM 9. Undertakings.
We hereby undertake:
(a) (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 (the "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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
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) above 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 our
periodic reports filed pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
post-effective amendment.
(2) That, for the purpose of determining any liability under the Act, 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 hereby which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 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 this registration statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to our directors, officers and controlling persons pursuant to
the provisions of the Certificate of Incorporation of the registrant and
the provisions of Delaware law described under Item 6 above, we have
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 our payment of expenses incurred or paid by
one of our directors, officers or controlling persons 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, we will, unless in the opinion of our counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we certify
that we have reasonable grounds to believe that we meet all of the requirements
for filing on Form S-8 and have duly caused this registration statement to be
signed on our behalf by the undersigned, thereunto duly authorized, in the City
of Detroit, and State of Michigan on the 20th day of July, 2000.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
(Registrant)
By: /s/ Patrick S. Lancaster
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Patrick S. Lancaster
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the 20th day of July, 2000.
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/s/ Richard E. Dauch Chairman of the Board of Directors, July 20, 2000
----------------------------------- Chief Executive Officer & President
Richard E. Dauch
/s/ Robin J. Adams Executive Vice President-Finance & July 20, 2000
----------------------------------- Chief Financial Officer
Robin J. Adams
/s/ B.G. Mathis Director, Executive Vice President- July 20, 2000
----------------------------------- Administration & Chief Administrative
B.G. Mathis Officer
/s/ Forest J. Farmer Sr. Director July 20, 2000
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Forest J. Farmer
/s/ Robert L. Friedman Director July 20, 2000
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Robert L. Friedman
/s/ Richard C. Lappin Director July 20, 2000
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Richard C. Lappin
/s/ Bret D. Pearlman Director July 20, 2000
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Bret D. Pearlman
/s/ John P. Reilly Director July 20, 2000
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John P. Reilly
/s/ Thomas K. Walker Director July 20, 2000
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Thomas K. Walker
Director July 20, 2000
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David A. Stockman
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Exhibit Index
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Exhibit No. Description
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3.01 - Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.01 filed with
the Company's Registration Statement on Form S-1
(Registration No. 333-53491))
3.02 - By-laws of the Company (Incorporated by reference to
Exhibit 3.02 filed with the Company's Registration
Statement on Form S-1 (Registration No. 333-53491))
5 - Opinion of Patrick S. Lancaster, Esq. with respect
to legality of securities being registered hereunder
23.01 - Consent of Deloitte & Touche LLP
23.02 - Consent of Ernst & Young LLP
24 - Power of Attorney
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