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Previous: WORLD ACCESS INC /NEW/, 425, 2000-12-06 |
Next: DELPHI AUTOMOTIVE SYSTEMS CORP, S-8, EX-5.(A), 2000-12-06 |
As filed with the Securities and Exchange Commission on December 6, 2000
Registration Statement No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 (State or other jurisdiction of incorporation or organization) |
38-3430473 (I.R.S. Employer Identification No.) |
5725 Delphi Drive
Troy, Michigan 48098
(Address of Principal Executive Offices)
ASEC Manufacturing Savings Plan
(Full title of the plan)
Alan S. Dawes, Chief Financial Officer and Executive 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)
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CALCULATION OF REGISTRATION FEE | ||||||||
REGISTRATION OF ADDITIONAL SECURITIES | ||||||||
SIGNATURES | ||||||||
INDEX TO EXHIBITS | ||||||||
Opinion of Diane L. Kaye, Esq. | ||||||||
Consent of Independent Auditors |
Title of securities to | Amount to be registered | Proposed | Proposed | Amount of | ||||||||||||
be registered | (1)(2) | maximum | maximum | registration fee | ||||||||||||
aggregate | aggregate | |||||||||||||||
offering price | offering | |||||||||||||||
per share (2) | price (2) | |||||||||||||||
Common Stock | 500,000 shares | $ | 13.63 | $ | 6,815,000 | $ | 1,799 | |||||||||
($0.01 par value) |
(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. 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 and sold pursuant to the employee benefit plan described herein. | |
(2) | Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h). The price is based on the average of the highest and lowest prices for the Common Stock as reported on the New York Stock Exchange on December 1, 2000. |
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INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
Delphi Automotive Systems Corporation (Delphi) and the ASEC Manufacturing Savings 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 May 20, 1999 (File No. 333-78897).
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 December 6, 2000.
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 December 6, 2000 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.
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Signature | Title | |
/s/ J.T. Battenberg III (J.T. Battenberg III) |
Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) |
|
/s/ Alan S. Dawes (Alan S. Dawes) |
Director, Chief Financial Officer and Executive Vice President (Principal Financial Officer) |
|
/s/ Donald L. Runkle (Donald L. Runkle) |
Director, Executive Vice President and President of Dynamics & Propulsion Sector |
|
/s/ Paul R. Free (Paul R. Free) |
Chief Accounting Officer and Controller (Principal Accounting Officer) |
|
/s/ Thomas H. Wyman (Thomas H. Wyman) |
Director (Lead Independent Director) |
|
/s/ Virgis W. Colbert (Virgis W. Colbert) |
Director | |
/s/ Dr. Bernd Gottschalk (Dr. Bernd Gottschalk) |
Director | |
/s/ Shoichiro Irimajiri (Shoichiro Irimajiri) |
Director | |
/s/ Susan A. McLaughlin (Susan A. McLaughlin) |
Director | |
/s/ Oscar de Paula Bernardes Neto (Oscar de Paula Bernardes Neto) |
Director | |
/s/ John D. Opie (John D. Opie) |
Director | |
/s/ Roger S. Penske (Roger S. Penske) |
Director | |
/s/ Patricia C. Sueltz (Patricia C. Sueltz) |
Director |
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Pursuant to the requirements of the Securities Act of 1933, the administrator of the ASEC Manufacturing Savings Plan (the Plan) has duly caused this registration statement to be signed on behalf of the Plan by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan as of December 6, 2000.
ASEC MANUFACTURING SAVINGS PLAN |
By: /s/ Diane L. Kaye Name: Diane L. Kaye Title: Secretary |
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Exhibit Number | Page No. | |||||||||
5 (a) | Opinion of Diane L. Kaye, Esq., Assistant General Counsel and Secretary of the Company, in respect to the legality of the securities to be registered hereunder. | 7 | ||||||||
23 (a) | Consent of Independent Auditors Deloitte & Touche LLP. | 8 | ||||||||
23 (b) | Consent of Diane L. Kaye, Esq., Assistant General Counsel and Secretary of the Company (Included in Exhibit 5 (a) above). | n/a | ||||||||
24 | Power of Attorney (See Signature Page). | n/a |
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