As Filed with the Securities and Exchange Commission on June 13, 2000
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)
STANDARD PRODUCTS INDIVIDUAL RETIREMENT AND
INVESTMENT TRUST 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 offering aggregate Amount of
to be to be price per offering registration
registered registered(1) share price fee
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Common Stock,
$1 par value 5,000,000 shs. $12.4375 $62,187,500 $17,288
========================================================================
(1) The following shares are being registered in this Form S-8:
5,000,000 shares of Common Stock, $1 par value, and 5,000,000 Rights to
Purchase Series A Preferred Stock of Cooper Tire & Rubber Company that
will be available for award under the Standard Products Individual
Retirement and Investment Trust 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 June 8, 2000, as reported on
the New York Stock Exchange Composite Transactions Tape.
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 or sold pursuant to the employee benefit plan
described herein.
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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 Form 10-K for the fiscal year
ended December 31, 1999.
(b) The registrant's Form 10-Q for the quarterly period ended March
31, 2000.
(c) The registrant's Current Report on Form 8-K, dated April 25,
2000, relating to the announcement of a definitive agreement to
sell a portion of its automotive plastics division to Plastech
Engineered Products, Inc.
(d) The registrant's Current Report on Form 8-K, dated May 1, 2000,
relating to the announcement of Thomas A. Dattilo's assumption
of the roles of Chairman, President and Chief Executive Officer.
(e) The registrant's Current Report on Form 8-K, dated May 5, 2000,
relating to the final vote on a stockholder proposal presented
at its annual meeting of stockholders.
All documents subsequently filed by the registrant or the Plan
pursuant to Section 13 or 14 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
<continued>
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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.
Item 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
The Exhibit Index on page 7 of this filing is incorporated herein by
reference.
The registrant undertakes to submit the plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and
will make all changes required by the IRS in order to qualify the plan.
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 (a)(1)(i) and (a)(1)(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.
(continued)
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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.
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 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 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, 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 June 13, 2000.
COOPER TIRE & RUBBER COMPANY
/s/ Richard N. Jacobson
-------------------------------------
RICHARD N. JACOBSON, Attorney-in-fact
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
--------- ----- ----
THOMAS A. DATTILO* Chairman of the Board, Chief June 13, 2000
Executive Officer and Director
JOHN FAHL* Vice President and Director June 13, 2000
PHILIP G. WEAVER* Vice President and Chief June 13, 2000
Financial Officer
(Principal Financial Officer)
EILEEN B. WHITE* Corporate Controller June 13, 2000
(Principal Accounting Officer)
ARTHUR H. ARONSON* Director June 13, 2000
EDSEL D. DUNFORD* Director June 13, 2000
DEBORAH M. FRETZ* Director June 13, 2000
DENNIS J. GORMLEY* Director June 13, 2000
JOHN F. MEIER* Director June 13, 2000
BYRON O. POND* Director June 13, 2000
RONALD L. ROUDEBUSH* Director June 13, 2000
JOHN H. SHUEY* Director June 13, 2000
*By/s/ Richard N. Jacobson
-------------------------------------
RICHARD N. JACOBSON, Attorney-in-fact
(continued)
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Pursuant to the requirements of the Securities Act of 1933, the Plan
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 June 13, 2000.
STANDARD PRODUCTS INDIVIDUAL RETIREMENT
AND INVESTMENT TRUST PLAN
/s/ Steve O. Schroeder
-----------------------------
Steve O. Schroeder
As a member of the Plan Committee
*By/s/ Richard N. Jacobson
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RICHARD N. JACOBSON, Attorney-in-fact
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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
(5) Opinion of Richard D. Teeple, Esq. as to the legality of
the shares registered hereunder 8
(23) Consent of Ernst & Young LLP 9
(23) Consent of Richard D. Teeple, Esq. (included in Exhibit 5) 8
(24) Powers of Attorney 10-11
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Part II
Exhibit (5)
June 13, 2000
Cooper Tire & Rubber Company
701 Lima Avenue
Findlay, Ohio 45840
RE: Cooper Tire & Rubber Company
Registration Statement on Form S-8
Gentlemen:
Reference is made to the Registration Statements on Form S-8 (the
"Registration Statements") which you are filing with the Securities and
Exchange Commission with respect to additional shares of Common Stock,
$1 par value, and additional Rights to Purchase Series A Preferred Stock
of Cooper Tire & Rubber Company (the "Company") to be offered to
employees of The Standard Products Company, a wholly-owned subsidiary of
Cooper Tire & Rubber Company ("Standard") and certain of Standard's
subsidiaries who are eligible for participation in the Plans listed
below:
Common
Plans Stock Rights
----- ------ ------
Standard Products Individual Retirement 5,000,000 5,000,000
and Investment Trust Plan
The Standard Products Company 75,000 75,000
(Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and
Retirement Plan
(collectively, the "Plans")
I examined such documents and questions of law as I deem necessary
for this opinion.
I am of the opinion that the 5,075,000 total shares of Common Stock
and total Rights to Purchase Series A Preferred Stock to be offered
after the Registration Statements become effective, and which may be
purchased by the Trustee for the accounts of employees participating in
the Plans, 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 Statements and to the reference made to me under the
caption "Interests of Named Experts and Counsel" in the Registration
Statements.
Respectfully submitted,
COOPER TIRE & RUBBER COMPANY
/s/ Richard D. Teeple
----------------------------------
Richard D. Teeple,
Vice President and General Counsel
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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 Standard Products Individual
Retirement and Investment Trust Plan (the Plan) of Cooper Tire & Rubber
Company of our reports (a) dated February 8, 2000, with respect to the
consolidated financial statements and schedule of Cooper Tire & Rubber
Company included in its Annual Report (Form 10-K) for the year ended
December 31, 1999 and (b) dated May 31, 2000, with respect to the
financial statements and schedules of the Standard Products Individual
Retirement and Investment Trust Plan included in the Plan's Annual
Report (Form 11-K) for the year ended June 30, 1999, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Toledo, Ohio
June 13, 2000
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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, or Richard D. Teeple, or
Richard N. Jacobson, or Kathleen L. Diller 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
Registration Statements on Form S-8 pursuant to the Securities Act of
1933, as amended, for the purpose of registering additional shares of
the Company's common stock with a par value of $1.00 per share and
certain interests in each of the following Plans:
The Standard Products Individual Retirement and Investment Trust Plan
The Standard Products Company (Gaylord, Michigan Plant) UAW Local 388
Collectively Bargained Savings and Retirement Plan
and any and all amendments to said Registration Statements 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 registrations, 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 11th day of February, 2000.
/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
(continued)
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/s/ John H. Shuey /s/ Philip G. Weaver
-------------------------- --------------------------------
John H. Shuey, Director Philip G. Weaver, Vice President
and Principal Financial Officer
/s/ Eileen B. White
-----------------------------
Eileen B. White, Principal
Accounting Officer and
Corporate Controller
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