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As filed with the Securities and Exchange Commission on June 4, 1999.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
DELPHI AUTOMOTIVE SYSTEMS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 38-3430473
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5725 Delphi Drive
Troy, Michigan 48098 48098
- -------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
DELPHI AUTOMOTIVE SYSTEMS
STOCK INCENTIVE PLAN
------------------------------------
(Full title of the plan)
ALAN S. DAWES, CHIEF FINANCIAL OFFICER AND VICE PRESIDENT
Delphi Automotive Systems Corporation
5725 Delphi Drive, Troy Michigan 48098
--------------------------------------------------------
(Name and address of agent for service)
(248) 813-2000
-------------------------------------
(Telephone number, including area code)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
- ------------------------ -------------- --------- ----------- ------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 8,000,000 shares $12.32 $98,570,829 $27,402.69
===============================================================================
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(1)Pursuant to Rule 416(a), this registration statement also registers such
indeterminate number of additional shares as may become issuable under the
plan in connection with stock splits, stock dividends or similar
transactions.
(2)Estimated solely for the purpose of determining the registration fee. The
price and fee are determined based upon the price at which outstanding but
unexercised options may be exercised.
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REGISTRATION OF ADDITIONAL SECURITIES
INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
Delphi Automotive Systems Corporation ("Delphi") and the Delphi
Automotive Systems Stock Incentive Plan (the "Plan") hereby incorporate by
reference into this registration statement the contents of the Registration
Statement on Form S-8 filed on behalf of Delphi and the Plan on February 5, 1999
(File No. 333-71899).
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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 Troy, State of Michigan, as of June 1, 1999.
DELPHI AUTOMOTIVE SYSTEMS CORPORATION
-------------------------------------
(Registrant)
By: /s/ J.T. Battenberg III
----------------------------
(J.T. Battenberg III, Chairman
of the Board of Directors, Chief
Executive Officer and President)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed as of June 1, 1999 by the following
persons in the capacities indicated.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints J.T. Battenberg III and Alan S. Dawes, and each
of them, each acting alone, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for such person and in his name,
place and stead, in any and all capacities, in connection with the Registrant's
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
including, without limiting the generality of the foregoing, to sign the
Registration Statement, including any and all stickers and post-effective
amendments to the Registration Statement, and to sign any and all additional
registration statements relating to the same offering of securities as the
Registration Statement that are filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, each
acting alone, 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 he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
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SIGNATURES (concluded)
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Signature Title
--------- ------
<S> <C>
/s/ J.T. Battenberg III Chairman of the Board, Chief Executive
- ------------------------------------ Officer and President
(J.T. Battenberg III) (Principal Executive Officer)
/s/ Alan S. Dawes Chief Financial Officer
- ------------------------------------ and Vice President
(Alan S. Dawes) (Principal Financial Officer)
/s/ Paul R. Free Chief Accounting Officer and Controller
- ------------------------------------ (Principal Accounting Officer)
(Paul R. Free)
/s/ Thomas H. Wyman Director
- ------------------------------------
(Thomas H. Wyman)
/s/ Virgis W. Colbert Director
- ------------------------------------
(Virgis W. Colbert)
/s/ Shoichiro Irimajiri Director
- ------------------------------------
(Shoichiro Irimajiri)
/s/ Susan A. McLaughlin Director
- ------------------------------------
(Susan A. McLaughlin)
/s/ Oscar De Paula Bernardes Neto Director
- ------------------------------------
(Oscar De Paula Bernardes Neto)
/s/ John D. Opie Director
- ------------------------------------
(John D. Opie)
/s/ Roger S. Penske Director
- ------------------------------------
(Roger S. Penske)
</TABLE>
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INDEX TO EXHIBITS
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Exhibit Number Page No.
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<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporation of the
Corporation incorporated by reference from Exhibit 3.1 to the
Corporation's Registration Statement on Form S-1, Registration No.
333-67333.............................................................. n/a
4.2 By-Laws of the Corporation incorporated by reference from Exhibit 3.2
to the Corporation's Registration Statement on Form S-1, Registration
No. 333-67333.......................................................... n/a
5 Opinion and consent of Drinker Biddle & Reath LLP, in respect of the
legality of the securities to be registered hereunder.................. 6
23.1 Consent of Independent Auditors - Deloitte & Touche LLP................ 7
23.2 Consent of Drinker Biddle & Reath Legal LLP included in Exhibit 5
above.................................................................. n/a
24 Power of Attorney (included on page 3)................................. n/a
</TABLE>
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EXHIBIT 5
LAW OFFICES
DRINKER BIDDLE & REATH LLP
Broad and Chestnut Streets
Philadelphia, Pennsylvania 19107
Telephone: (215) 988-2700
June 4, 1999
Delphi Automotive Systems Corporation
5725 Delphi Drive
Troy, Michigan 48098
Gentlemen:
We have acted as counsel to Delphi Automotive Systems
Corporation, a Delaware corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, relating to 8,000,000 shares of
Common Stock of the Company, par value $.01 per share (the "Common Stock")
issuable upon the exercise of options granted under the Delphi Automotive
Systems Stock Incentive Plan (the "Plan").
In that capacity, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of the Certificate of
Incorporation and the By-laws of the Company, as amended through the date
hereof, resolutions of the Company's Board of Directors, and such other
documents and corporate records relating to the Company and the issuance and
sale of the Shares as we have deemed appropriate. The opinions expressed herein
are based exclusively on the General Corporation Law of the State of Delaware.
In all cases, we have assumed the legal capacity of each
natural person signing any of the documents and corporate records examined by
us, the genuineness of signatures, the authenticity of documents submitted to us
as originals, the conformity to authentic original documents of documents
submitted to us as copies and the accuracy and completeness of all corporate
records and other information made available to us by the Company.
Based upon the foregoing and consideration of such questions
of law as we have deemed relevant, we are of the opinion that Shares and paid
for in accordance with the terms of the Plan will be validly issued, fully paid
and nonassessable by the Company.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. In giving this consent we do not admit that we come
within the categories of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
---------------------------------------------
DRINKER BIDDLE & REATH LLP
(A Pennsylvania Limited Liability Partnership)
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Delphi Automotive Systems Corporation of our report
dated January 20, 1999 (February 5, 1999 as to Note 17) appearing in the Annual
Report on Form 10-K of Delphi Automotive Systems Corporation for the year ended
December 31, 1998.
/s/ Deloitte & Touche LLP
Detroit, Michigan
June 2, 1999
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