As Filed with the Securities and Exchange Commission on July 23, 1999
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COOPER TIRE & RUBBER COMPANY
(Exact name of issuer as specified in its charter)
Delaware 34-4297750
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Lima and Western Avenues, Findlay, Ohio 45840
(Address of principal executive offices)
(Zip code)
COOPER TIRE & RUBBER COMPANY 1998 NON-EMPLOYEE DIRECTORS COMPENSATION
DEFERRAL PLAN
(Full title of the plan)
Philip G. Weaver, Vice President and Chief Financial Officer
COOPER TIRE & RUBBER COMPANY
Lima and Western Avenues, Findlay, Ohio 45840
(Name and address of agent for service)
(419) 423-1321
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=========================================================================
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered registered(1) share price fee
- -------------------------------------------------------------------------
Common Stock, 200,000 shs. $22.59(2) $4,518,000 $1,256
$1 par value
=========================================================================
(1) The following shares are being registered in this Form S-8: 200,000
shares of Common Stock, $1 par value, and 200,000 Rights to Purchase
Series A Preferred Stock of Cooper Tire & Rubber Company that will be
available for award under the Cooper Tire & Rubber Company 1998 Non-
Employee Directors Compensation Deferral Plan
(2)The prices stated above are estimated solely for the purpose of
determining the registration fee and are based on the average of the high
and low market prices of the stock on July 21, 1999, as reported on the
New York Stock Exchange Composite Transactions Tape.
<continued> 1
<PAGE>
Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been or will be filed by
registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934, are hereby incorporated in this registration statement by reference
and shall be deemed to be a part hereof:
(a) The registrant's Annual Report on Forms 10-K and 10-K/A for the
fiscal year ended December 31, 1998.
(b) The registrant's Form 10-Q for the quarterly period ended March
31, 1999.
(c) The registrant's Registration on Form 8-K, dated May 15, 1998,
relating to the Amended and Restated Stockholder Rights Agreement
dated May 11, 1998.
All documents subsequently filed by the registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the termination
of the offering made hereby, shall be deemed to be incorporated by
reference in 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 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.
The validity of the shares of Common Stock to be offered hereunder is
being passed upon for the registrant by Mr. Richard D. Teeple, Vice
President and General Counsel for the registrant, Lima and Western
Avenues, Findlay, Ohio 45840. Mr. Teeple is an officer of the
registrant, owns shares of the registrant's Common Stock, and holds
options to purchase additional shares.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware
corporations. Article VII of the registrant's bylaws (i) authorizes the
indemnification of directors and officers (the "Indemnitees") under
specified circumstances to the fullest extent authorized by the General
Corporation Law of Delaware, (ii) provides for the advancement of
expenses to the Indemnitees for defending any proceedings related to the
specified circumstances, and (iii) authorizes the registrant to maintain
certain policies of insurance to protect itself and any of its directors,
officers or employees. The registrant currently maintains policies of
insurance under which the directors and officers of registrant are
insured, within the limits and subject to the limitations of the
policies, against certain expenses in connection with the defense of
actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they
are parties by reason of being or having been such directors or officers.
2
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index on page 6 of this filing is incorporated herein by
reference.
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes:
A. 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, represents 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(a)(i) and 1(a)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8 and 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.
B. 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.
C. 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.
2. The undersigned registrant hereby undertakes 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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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.
(continued)
3
<PAGE>
3. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each employee to whom the
prospectus is sent or given a copy of the registrant's annual report
to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the
registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has ended
within 120 days prior to the use of the prospectus, the annual report
of the registrant for the preceding fiscal year may be so delivered,
but within such 120 day period the annual report for the last fiscal
year will be furnished to each such employee.
4. 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 provisions
described in Item 6, 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 proceedings) 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.
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 Findlay and State
of Ohio on July 23, 1999.
COOPER TIRE & RUBBER COMPANY
/s/ Patrick W. Rooney
--------------------------------
PATRICK W. ROONEY
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1933,
this report has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
PATRICK W. ROONEY* Chairman of the Board, July 23, 1999
Chief Executive Officer
and Director
(Principal Executive Officer)
THOMAS A. DATTILO* President, Chief Operating July 23, 1999
Officer and Director
JOHN FAHL* Vice President and Director July 23, 1999
PHILIP G. WEAVER* Vice President and Chief July 23, 1999
Financial Officer
(Principal Financial Officer)
EILEEN B. WHITE* Corporate Controller July 23, 1999
(Principal Accounting Officer)
ARTHUR H. ARONSON* Director July 23, 1999
EDSEL D. DUNFORD* Director July 23, 1999
DEBORAH M. FRETZ* Director July 23, 1999
DENNIS J. GORMLEY* Director July 23, 1999
JOHN F. MEIER* Director July 23, 1999
BYRON O. POND* Director July 23, 1999
JOHN H. SHUEY* Director July 23, 1999
*By/s/ Stan C. Kaiman
--------------------------------
STAN C. KAIMAN, Attorney-in-fact
(continued)
5
<PAGE>
INDEX TO EXHIBITS
Part II.
Exhibit Description Page
- ------- --------------------------------------------------------- ----
(3)(i) Certificate of Incorporation, as restated and filed
with the Secretary of State of Delaware on May 17, 1993,
is incorporated herein by reference from Exhibit 3(i)
of the Company's Form 10-Q for the quarter ended
June 30, 1993 n/a
Certificate of Correction of Restated Certificate of
Incorporation as filed with the Secretary of State of
Delaware on November 24, 1998, is incorporated herein by
reference from Exhibit 3(i) of the Company's Form 10-K
for the year ended December 31, 1998. n/a
Form of Amended and Restated Rights Agreement dated as
of May 11, 1998, between the Registrant and The Fifth
Third Bank, as rights agent and the Form of Certificate
of Designation for the Preferred Stock are incorporated
herein by reference from Exhibit 4 of the Registrant's
Form 8-K dated May 15, 1998. n/a
(3)(ii) Bylaws, as amended May 5, 1987, are incorporated herein
by reference from Exhibit 19 of the Company's Form 10-Q
for the quarter ended June 30, 1987 n/a
(4)(a) Cooper Tire & Rubber Company 1998 Non-Employee Directors
Compensation Deferral Plan incorporated herein by reference
from the Registrant's Proxy Statement dated March 24, 1998 n/a
(5) Opinion of Richard D. Teeple, Esq. as to the legality of
the shares registered hereunder 7
(23) Consent of Ernst & Young LLP 8
(23) Consent of Richard D. Teeple, Esq. (included in Exhibit 5) 7
(24) Powers of Attorney 9-11
6
<PAGE>
Part II
Exhibit (5)
July 23, 1999
Cooper Tire & Rubber Company
Lima and Western Avenues
Findlay, Ohio 45840
Re: Cooper Tire & Rubber Company
Registration Statement on Form S-8
1998 Non-Employee Directors Compensation Deferral Plan
Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") which you are filing with the Securities and
Exchange Commission with respect to:
200,000 shares of Common Stock, $1 par value, and 200,000
Rights to Purchase Series A Preferred Stock of Cooper Tire &
Rubber Company (the "Company") to be offered to non-employee
directors of the Company who are eligible for participation in the
1998 Non-Employee Directors Compensation Deferral Plan ("1998
Deferral Plan").
I examined such documents and questions of law as I deem necessary
for this opinion.
I am of the opinion that the 200,000 shares of Common Stock and
200,000 Rights to Purchase Series A Preferred Stock, to be offered after
the Registration Statement becomes effective, and which may be purchased
by the non-employee directors participating in the 1998 Deferral Plan,
will be validly issued and outstanding, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit (5) to
the Registration Statement and to the reference made to me under the
caption "Interests of Named Experts and Counsel" in the Registration
Statement.
Respectfully submitted,
COOPER TIRE & RUBBER COMPANY
/s/ Richard D. Teeple
---------------------
Richard D. Teeple,
Vice President and General Counsel
7
<PAGE>
Part II
Exhibit (23)
Consent of Independent Auditors
-------------------------------
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Cooper Tire & Rubber Company 1998
Non-Employee Directors Compensation Deferral Plan of our reports (a)
dated February 9, 1999, with respect to the consolidated financial
statements and schedule of Cooper Tire & Rubber Company included in its
Annual Report (Form 10-K) and (b) dated May 14, 1999, with respect to the
financial statements and schedules of the Cooper Tire & Rubber Company
Thrift and Profit Sharing Plan, the Cooper Tire & Rubber Company Pre-Tax
Savings Plan (Texarkana), the Cooper Tire & Rubber Company Pre-Tax
Savings Plan (Auburn), the Cooper Tire & Rubber Company Pre-Tax Savings
Plan (Findlay), the Cooper Tire & Rubber Company Pre-Tax Savings Plan (El
Dorado), the Cooper Tire & Rubber Company Pre-Tax Savings (Bowling Green
- - Hose), and the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(Bowling Green - Sealing) included in Amendment No. 1 to its Annual
Report (Form 10-K), both for the year ended December 31, 1998, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Toledo, Ohio
July 23, 1999
8
<PAGE>
Part II
Exhibit (24)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby, for and
on behalf of Cooper Tire & Rubber Company in accordance with the certain
resolution of the Board of Directors adopted July 20, 1999, constitute
and appoint Patrick W. Rooney, or Thomas A. Dattilo, or Stan C. Kaiman,
as its attorney with full power of substitution and resubstitution for
and in its name, place and stead, to sign and file with the Securities
and Exchange Commission a Registration Statement on Form S-8 pursuant to
the Securities Act of 1933, as amended, for the purpose of registering
200,000 shares of Common Stock, par value $1.00 per share, and 200,000
Rights to Purchase Series A Preferred Stock of Cooper Tire & Rubber
Company to be issued upon the exercise of options granted under the
Cooper Tire & Rubber Company 1998 Non-Employee Directors Compensation
Deferral Plan together with any and all amendments and exhibits thereto
and all applications, instruments or documents to be filed with the
Securities and exchange Commission pertaining thereto, with full power
and authority to do and perform any and all acts and things whatsoever
requisite and necessary to be done in the premises, hereby ratifying and
approving the acts of said attorney or any such substitute.
Executed at Findlay, Ohio this 23rd day of July, 1999.
ATTEST: COOPER TIRE & RUBBER COMPANY
/s/ Stan C. Kaiman /s/ Patrick W. Rooney
- ---------------------------------- -------------------------------
Stan C. Kaiman Patrick W. Rooney
Secretary Chairman of the Board, Chief
Executive Officer and Director
STATE OF OHIO )
) ss.
COUNTY OF HANCOCK )
On this 23rd day of July, 1999, before me, a Notary Public in and
for the State and County aforesaid, personally appeared Patrick W. Rooney
and Stan C. Kaiman, known to me to be the persons whose names are
subscribed in the foregoing instrument and acknowledged to me that they
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Kathy A. Morrison
------------------------------
Kathy A. Morrison
Notary Public, State of Ohio
My Commission Expires October 6, 2002
(SEAL)
(continued)
9
<PAGE>
Part II
Exhibit (24)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the capacities
indicated, do hereby constitute and appoint Patrick W. Rooney, or Thomas
A. Dattilo, or John Fahl, or Stan C. Kaiman as their attorney with full
power of substitution and resubstitution for and in their name, place and
stead, to sign and file with the Securities and Exchange Commission a
Registration Statement on Form S-8 pursuant to the Securities Act of
1933, as amended, for the purpose of registering certain shares of common
stock with a par value of $1.00 per share of Cooper Tire & Rubber Company
and certain interests in the 1998 Employee Stock Option Plan, 1998
Incentive Compensation Plan and 1998 Non-Employee Directors Compensation
Deferral Plan and any and all amendments to said Registration Statement,
whether such amendments are filed prior or subsequent to the effective
date thereof, or any amendments to any exhibits thereto or to file any
supplement to the Prospectus related thereto and any and all
applications, instruments or documents to be filed with the Securities
and Exchange Commission pertaining to such securities or such
registration, with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of said attorney or any
such substitute.
Executed at Findlay, Ohio this 20th day of July, 1999.
/s/ Arthur H. Aronson /s/ Thomas A. Dattilo
- --------------------------- -----------------------------
Arthur H. Aronson, Director Thomas A. Dattilo, President,
Principal Operating Officer,
and Director
/s/ Edsel D. Dunford /s/ John Fahl
- --------------------------- ---------------------------
Edsel D. Dunford, Director John Fahl, Director
/s/ Deborah M. Fretz /s/ Dennis J. Gormley
- --------------------------- ---------------------------
Deborah M. Fretz, Director Dennis J. Gormley, Director
/s/ Stan C. Kaiman /s/ John F. Meier
- --------------------------- ---------------------------
Stan C. Kaiman, Secretary John F. Meier, Director
/s/ Byron O. Pond /s/ Patrick W. Rooney
- --------------------------- ------------------------------
Byron O. Pond, Director Patrick W. Rooney, Chairman of
the Board, Principal Executive
Officer, and Director
/s/ John H. Shuey /s/ Philip G. Weaver
- -------------------------- --------------------------------
John H. Shuey, Director Philip G. Weaver, Vice President
and Principal Financial Officer
(continued)
10
<PAGE>
/s/ Eileen B. White
- -----------------------------
Eileen B. White, Principal
Accounting Officer and
Corporate Controller
STATE OF OHIO )
)ss.
COUNTY OF HANCOCK)
On this 20th day of July, 1999, before me, a Notary Public in and
for the State and County aforesaid, personally appeared Arthur H.
Aronson, Thomas A. Dattilo, Edsel D. Dunford, John Fahl, Deborah M.
Fretz, Dennis J. Gormley, Stan C. Kaiman, John F. Meier, Byron O. Pond,
Patrick W. Rooney, John H. Shuey, Philip G. Weaver, and Eileen B. White,
known to me to be the persons whose names are subscribed in the within
instrument and who acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Kathy A. Morrison
--------------------------------------
Kathy A. Morrison
Notary Public, State of Ohio
My commission expires October 6, 2002
(SEAL)
11
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S-8 96 SOP
IND
POWER OF ATTORNEY
