As filed with the Securities and Exchange Commission on February 5, 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
------------------------------------------------------
(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 CLASSIFIED
SALARY AND HOURLY STOCK OPTION 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
==============================================================================
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
------------------------ -------------- --------- ------------ ------------
Common Stock,
$0.01 par value 178,240 shares $17.00 $3,030,080 $842.36
==============================================================================
(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.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of the registration statement)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in this
registration statement:
(a) The prospectus filed by the Registrant on February 5, 1999 pursuant
to Rule 424(b) under the Securities Act of 1933, as amended (the "1933 Act"),
with respect to the registration statement on Form S-1 (Registration No.
333-67333) (hereinafter referred to as "the Registration Statement") which has
been filed by Delphi Automotive Systems Corporation (hereinafter sometimes
referred to as "Delphi" or the "Corporation") with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") pursuant to the
Securities Act of 1933, as amended. The consolidated financial statements as of
December 31, 1997 and 1996, and for each of the three years in the period ended
December 31, 1997, incorporated by reference herein from the Registration
Statement, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report appearing therein, and have been so incorporated in
reliance upon such report given upon the authority of said firm as experts in
accounting and auditing;
(b) The unaudited interim consolidated financial statements as of
September 30, 1998, and for the nine month periods ended September 30, 1998 and
1997, included in the Registration Statement filed by the Corporation with the
Commission pursuant to the 1933 Act.
(c) The description of the Registrant's Common Stock contained in the
Registration Statement.
(d) The Corporation's registration statement on Form 8-A, filed with
the Commission on January 27, 1999.
All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered 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 thereof from the date
of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein by reference modifies or supersedes such prior statement. Any
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 applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
II-1
<PAGE>
PART II (continued)
Item 6. Indemnification of Directors and Officers.
The Corporation's Amended and Restated Certificate of Incorporation
provides, as authorized by the Delaware General Corporation Law, that a director
shall not be personally liable to the Corporation 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
Corporation or its stockholders, (ii) for any act or omission not in good faith
or which involved intentional misconduct or a knowing violation of law, (iii)
for unlawful payments of dividends or unlawful stock repurchases or redemptions
as provided in Section 174 of the Delaware General Corporation Law; or (iv) for
any transaction from which the director derived an improper personal benefit.
Delphi is incorporated under the laws of the State of Delaware. Section
145("Section 145") of the General Corporation Law of the State of Delaware, as
the same exists or may hereafter be amended (the "General Corporation Law"),
inter alia, provides that a Delaware corporation may indemnify any persons who
were, are or are threatened to be made, parties to any threatened, pending or
completed 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 is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
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, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal. A Delaware corporation may indemnify any persons who are,
were or threatened to be made, a party to any threatened, pending or completed
action or suit by or in the right of the corporation by reasons of the fact that
such person was a director, officer, employee or agent of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit,
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, provided that no
indemnification is permitted without judicial approval if the officer, director,
employee or agent is adjudged to be liable to the corporation. Where an officer,
director, employee or agent is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director has actually and reasonably
incurred.
The Corporation's Amended and Restated Certificate of Incorporation and
Bylaws provide for the indemnification of officers and directors to the fullest
extent permitted by the General Corporation Law. Section 145 further authorizes
a corporation to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise, against any liability asserted
against him and incurred by him in any such capacity, arising out of his status
as such, whether or not the corporation would otherwise have the power to
indemnify him under Section 145. All of the Corporation's officers and directors
will be covered by insurance policies maintained by the Corporation against
certain liabilities for actions taken in their capacities as such, including
liabilities under the 1933 Act.
II-2
<PAGE>
PART II (continued)
Item 7. Exemptions from Registration Claimed
Not applicable.
Item 8. Exhibits.
Exhibit Number Page No.
- -------------- --------
(4) (a) Amended and Restated Certificate of Incorporation included
as Exhibit 3.1 to the Corporation's Registration Statement
on Form S-1, Registration No. 333-67333..................... N/A
(b) By-Laws included as Exhibit 3.2 to the Corporation's
Registration Statement on Form S-1, Registration No.
333-67333................................................... N/A
(c) Delphi Automotive Systems Classified Hourly and Salary
Stock Option Plan........................................... II-7
(5)(a) Opinion and consent of Drinker Biddle & Reath LLP, in
respect of the legality of the securities to be registered
hereunder.............................................. .... II-11
(23)(a) Consent of Independent Auditors - Deloitte & Touche LLP..... II-12
(b) Consent of Drinker Biddle & Reath Legal LLP
included in Exhibit 5(a) above.............................. N/A
(24)(a) Power of Attorney (included on page II-5)................... N/A
II-3
<PAGE>
PART II (concluded)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes: (1) to file, during any period
in which offers or sales are being made pursuant to this registration statement,
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 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; and (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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) of the 1934 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.
(h) Insofar as indemnification for liabilities arising under the 1933 Act 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 Commission such indemnification is against
public policy as expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.
II-4
<PAGE>
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, on February 4, 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 on February 4, 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 Registrants'
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.
II-5
<PAGE>
SIGNATURES (CONCLUDED)
Signature Title
--------- -----
/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)
Director
- --------------------------------
(John F. Smith Jr.)
/S/HARRY J. PEARCE Director
- --------------------------------
(Harry J. Pearce)
/S/J. MICHAEL LOSH Director
- --------------------------------
(J. Michael Losh)
II-6
EXHIBIT 4(c)
DELPHI AUTOMOTIVE SYSTEMS CLASSIFIED SALARY AND HOURLY STOCK OPTION PLAN
1. The purposes of the Delphi Automotive Systems Classified Salary and
Hourly Stock Option Plan (this "Plan") is to recognize the importance and
contribution of Delphi Automotive Systems Corporation ("Delphi," or the
"Corporation") employees in the creation of stockholder value, to further align
compensation with business success and to provide employees with the opportunity
for long term capital accumulation through the granting of options to acquire
shares of common stock ("Delphi Stock") of Delphi Automotive Systems
Corporation. Subject to such additional limitations or restrictions provided
below, the term "employees" means persons (a) who are employed by the
Corporation or any "subsidiary" (as such term is defined below), or (b) who
accept (or previously have accepted) employment, at the request of the
Corporation, with any entity not described in (a) above but in which the
Corporation has, directly or indirectly, a substantial ownership interest. For
purposes of this Plan, the term "subsidiary" means (i) a corporation of which
capital stock having ordinary voting power to elect a majority of the board of
directors of such corporation is owned, directly or indirectly, by the
Corporation or (ii) any unincorporated entity in respect of which the
Corporation can exercise, directly or indirectly, comparable control. The rights
reserved herein shall, among other things, permit the Delphi Strategy Board (the
"DSB"), as from time to time constituted pursuant to the By-Laws of the
Corporation, to determine when, and to what extent, individuals otherwise
eligible for consideration will become or cease to be, as the case may be,
employees for purposes of this Plan and to determine when, and under what
circumstances, any individual will be considered to have terminated employment
for purposes of this Plan. To the extent determined by the DSB, the term
"employees" will be deemed to include former employees and any beneficiaries
thereof.
2. Subject to the provisions of paragraph 9, the aggregate number of
shares of stock with respect to which options may be granted under this Plan
will not exceed 26,000,000 shares of Delphi Stock. Subject to the provisions of
paragraph 9, no individual may be granted options in any calendar year covering
more than the target amount of shares granted to any Band A executives under the
Delphi Stock Incentive Plan for that year. If all or any portion of an option
granted under this Plan expires or terminates for any reason without having been
exercised in full, the corresponding unpurchased or undelivered shares will
(unless this Plan has been terminated) again become available for grant under
the terms of this Plan.
3. The DSB may establish for any calendar year a maximum number of
shares, consistent with the provisions of paragraph 2, to be awarded as stock
options for such year, and may grant options, within the maximum number of
shares established, to employees selected by it.
4. Except as provided in paragraph 8, the purchase price of the shares of
stock under each option will be not less than 100% of the fair market value (but
in no event less than the par value) of such stock at the time the option is
granted, such fair market value to be determined based on the average of the
highest and lowest stock prices as reported for Delphi Stock in The Wall Street
Journal for the date of grant. All stock options will be non-qualified options.
II-7
<PAGE>
5. Options granted under this Plan are subject to the following
provisions:
5(a). Except as otherwise determined by the DSB, no option
will become exercisable prior to the first anniversary date of the date
of option grant (or such later date as may be established by the DSB) and
after such date will be exercisable only in accordance with the terms and
conditions established at the time of grant. As a condition to the exercise of
any option, an employee may, among other things, be required to enter into
such agreements as are considered by the DSB to be appropriate and in the best
interests of the Corporation.
5(b). The expiration date of the option will be determined at the time of
grant, provided that each such option will expire not more than ten years and
two days after the date the option was granted.
5(c). (i) If an employee is dismissed for cause or quits employment
without the prior written consent of the Corporation or, except as otherwise
determined by the DSB, the employee's employment terminates for any reason prior
to the first anniversary of the date an option is granted, the option will
terminate on the date of termination of employment. (ii) If an employee's
employment is terminated by reason of death at any time after the first
anniversary of the date of grant of an option, the option will, except as
otherwise determined by the DSB, terminate on the third anniversary of the date
of death or, if earlier, the expiration date of such option. (iii) If an
employee's employment terminates at any time on or after the first anniversary
of the date of grant of an option for any reason other than as set forth above
in this paragraph 5(c), the option will, except as otherwise determined by the
DSB, terminate not later than the fifth anniversary of the date of termination
of employment or, if earlier, the expiration date of the option; provided that
(A) if the employee dies within such period, the option will terminate on the
third anniversary of the date of death or, if earlier, the expiration date of
the option; (B) the DSB may, at any time prior to any termination of employment
under the circumstances covered by this clause (iii), determine that the option
will terminate on the date of notice of termination of employment, or such later
date as may be determined by DSB; and (C) the exercise of any option after
termination of employment will be subject to satisfaction of the conditions
precedent that the employee refrain from engaging in any activity which, in the
opinion of the DSB, is competitive with any activity of the Corporation or any
subsidiary (except that employment at the request of the Corporation with an
entity in which the Corporation has, directly or indirectly, a substantial
ownership interest, or other employment specifically approved by the
Corporation, will not be considered to be an activity which is competitive with
any activity of the Corporation or any subsidiary), and from otherwise acting,
either prior to or after termination of employment, in any manner inimical or in
any way contrary to the best interests of the Corporation, and that the employee
furnish to the Corporation such information with respect to the satisfaction of
the foregoing condition precedent as the DSB may reasonably request.
5(d). For purposes of this Plan, a qualifying leave of absence will not
constitute a termination of employment, except that an option will not be
exercisable during a leave of absence granted an employee for government
service.
5(e). All shares purchased upon exercise of any option will be paid for
in full at the time of purchase. Such payment will be made in cash. Upon
exercise, an option will be valued at the average of the highest and lowest
prices of Delphi common stock as reported in The Wall Street Journal for the
date of exercise of the option. If payment of brokerage fees and federal, state,
and/or local withholding taxes is required in connection with the exercise of an
option, the optionee will,
II-8
at the time of exercise, pay such taxes in cash or stock (by returning to the
program administrator shares obtained form the option exercise). To the extent
authorized by the DSB, any exercise of an option granted under this Plan may be
made in accordance with any cashless exercise program approved by the DSB. The
program administrator in each country will be the sole broker to perform option
exercise under this Plan, unless otherwise determined by the DSB or by its
designate. Each exercise of an option under this Plan will be for a minimum of
25 shares or the number of shares remaining in an option grant, whichever is
less, unless otherwise determined by the DSB or by its designate.
5(f). No holder of any option will have any rights to dividends or other
rights of a stockholder with respect to shares subject to the option prior to
purchase of such shares upon exercise of the option.
5(g). Unless otherwise determined by the DSB, with the exception of
transfer by will or the laws of descent and distribution, or as otherwise
provided in paragraph 6, no option will be assignable or transferable, and an
option will be exercisable during the life of an employee only by such employee.
5(h). The DSB may delegate any and all matters of this Plan, which do not
change the intent of the Plan or any matters that must be approved solely by the
Board of Directors, to the Vice President of Human Resources.
6. In the event of death, an employees beneficiary or beneficiaries or,
if no such designation of any beneficiary or beneficiaries has been made, the
employee's legal representative(s) or such other person(s) entitled thereto as
determined by a court of competent jurisdiction, (i) may exercise, in accordance
with and subject to the provisions of paragraph 5, any unterminated and
unexpired option granted to such employee. A designation of beneficiary may be
replaced by a new designation or may be revoked by the employee at any time.
7. The shares to be delivered upon exercise of an option will be made
available, at the discretion of the DSB, either from authorized but previously
unissued shares or from shares reacquired by the Corporation, including shares
purchased in the open market. If shares are purchased in the open market for
delivery upon the exercise of an option, they shall be held in a treasury
account specifically designated for such awards.
8. For employees transferring from General Motors on or after January 1,
1999, or if the Corporation acquires an entity which has issued and outstanding
stock options or other rights, the Corporation may substitute an appropriate
number of stock options under this Plan for options or rights of such entity,
including options to acquire stock at less than 100% of the fair market price of
the stock at the time of grant, as determined by the DSB in its sole discretion.
9. In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in Corporate structure
affecting Delphi Stock the DSB may, but will not be required to, make such
adjustments in the aggregate number of shares which may be delivered under this
Plan, the number and option price of shares subject to outstanding options under
this Plan (provided the number of shares subject to any award will always be a
whole number), as may be determined to be appropriate by the DSB.
10. To the extent determined by the DSB, any subsidiary may, without
regard to the limitations under this Plan, have a separate incentive plan or
program. The DSB will have exclusive jurisdiction and sole discretion to approve
or disapprove any such plan or program and, from time to time, to amend, modify,
or suspend any such
II-9
<PAGE>
plan or program. Individuals eligible for grants under any such plan or program
will not be considered employees eligible for grants under this Plan, unless
otherwise determined by the DSB. No provision of any such plan or program will
be included in or considered a part of this Plan, and any awards made under any
such plan or program will not be charged against the aggregate number of shares
of stock available for grant under this Plan, unless otherwise determined by the
DSB.
11. The expenses of administering this Plan will be borne by the
Corporation. 12. Full power and authority to construe, interpret, and
administer this
Plan is vested in the DSB. The instruments evidencing options and documentation
with respect to the exercise of options, if any, will be in such form,
consistent with this Plan, as may be determined by the DSB. Any person who
accepts any award thereunder agrees to accept as final, conclusive, and binding
all determinations of the DSB. The DSB will have the right, in the case of
participants not employed in the United States, to vary from the provisions of
this Plan in order to preserve the features of this Plan.
13. The DSB, in its sole discretion, may, at any time, amend, modify,
suspend, or terminate this Plan provided that no such action without the
approval of the Board of Directors will increase the maximum number of shares
for which, or with respect to which, options may be granted to employees under
this Plan (except as permitted by paragraph 9), or permit the granting of
options under this Plan with an option price of less than 100% of the fair
market value of Delphi Stock at the time the options are granted (except as
permitted in paragraphs 8 and 9 of this Plan), or permit exercise of the options
unless full payment is made at the time of exercise, or extend the period during
which options may be exercised, as set forth in Section 5(b).
14. Every right of action by, or on behalf of, the Corporation or by any
stockholder against any past, present, or future member of the Board of
Directors, officer, or employee of the Corporation or its subsidiaries arising
out of or in connection with this Plan will, irrespective of the place where
action may be brought and irrespective of the place of residence of any such
director, officer, or employee, cease and be barred by the expiration of three
years from the date of the act or omission in respect of which such right of
action arises. Any and all right of action by any employee (past, present, or
future) against the Corporation arising out of or in connection with this Plan
shall, irrespective of the place where an action may be brought, cease and be
barred by the expiration of three years from the date of the act or omission in
respect of which such right of action arises. This Plan and all determinations
made and actions taken pursuant hereto shall be governed by the laws of the
State of Delaware, without giving effect to principles of conflict of laws, and
construed accordingly.
15. This Plan shall be effective on January 1, 1999.
II-10
EXHIBIT 5(a)
DRINKER BIDDLE & REATH LLP
1345 Chestnut Street
Philadelphia, PA 19107
Phone (215)988-2700
February 5, 1999
Delphi Automotive Systems Corporation
5725 Delphi Drive
Troy, Michigan 48098
Gentlemen:
We have acted as special counsel to Delphi Automotive Systems
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 under the Securities Act of 1933 (the "Registration Statement")
relating to up 178,240 shares of Common Stock of the Company, par value $.01 per
share (the "Shares"), issuable upon the exercise of options granted under Delphi
Automotive Systems Classified Salary and Hourly Stock Option Plan(the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Amended and Restated
Certificate of Incorporation and the ByLaws of the Company as amended through
the date hereof, resolutions of the Company's Board of Directors (including
committees thereof), the Plan, and such other documents and corporate records as
we have deemed appropriate in the circumstances.
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
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 the issuance of the Shares
by the Company upon the exercise of stock options properly granted under the
Plan has been duly authorized by the necessary corporate action of the Board of
Directors of the Company, and such Shares, upon the exercise of such options and
payment therefor in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable by the Company.
The opinions expressed herein are limited to the federal laws of the
United States and the General Corporation Law of the State of Delaware.
We consent to the use of this opinion as an exhibit to the Registration
Statement. This does not constitute a consent under Section 7 of the Securities
Act of 1933 since we have not certified any part of such Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under said Section 7 or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/S/DRINKER BIDDLE & REATH LLP
DRINKER BIDDLE & REATH LLP
II-11
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
DELPHI AUTOMOTIVE SYSTEMS CORPORATION:
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
14, 1999, appearing in the Delphi Automotive Systems Corporation Registration
Statement on Form S-1 (Registration No. 333-67333). We also consent to the
reference to us under the heading "Item 3. Incorporation of Documents by
Reference" in this Registration Statement.
/s/DELOITTE & TOUCHE LLP
Detroit, Michigan
February 5, 1999
II-12
