<PAGE> 1
As filed with the Securities and Exchange Commission on October 8, 1997
Registration No. 333-___
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DANA CORPORATION
----------------
(Exact name of Registrant as specified in its charter)
Virginia
--------
(State or other jurisdiction of incorporation or organization)
34-4361040
----------
(I.R.S. Employer Identification No.)
P.O. Box 1000, Toledo, Ohio 43697
---------------------------------
(Address of principal executive offices)
Dana Corporation 1997 Stock Option Plan,
Dana Corporation Additional Compensation Plan,
and Dana Corporation Director Deferred Fee Plan
-----------------------------------------------
(Full title of the plans)
Martin J. Strobel, Secretary
Dana Corporation, P.O. Box 1000, Toledo, Ohio 43697
---------------------------------------------------
(Name and address of agent for service)
419-535-4500
------------
(Telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed maximum
Title of securities Amount to Proposed maximum aggregate offering Amount of
to be registered be registered offering price per unit (1) price (1) registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock (par 1,355,000 shares and
value $1 related Preferred $52.562 $71,221,510 $21,582.25
per share) Share Purchase
Rights (2)
=====================================================================================================================
<FN>
(1) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(c) on the basis of the average high and
low prices reported on the New York Stock Exchange Composite Tape on
October 6, 1997.
(2) Includes 1,300,000 shares registered for grant pursuant to the Dana
Corporation 1997 Stock Option Plan (formerly known as the 1982 Incentive Stock
Option Plan) and 55,000 shares registered for grant pursuant to the Dana
Corporation Director Deferred Fee Plan. Of the former, 350,000 shares may be
granted pursuant to the Dana Corporation Additional Compensation Plan (rather
than the 1997 Stock Option Plan) at the discretion of the Compensation Committee
of the Board of Directors.
</TABLE>
As permitted by Rule 429(a), the prospectuses included herein incorporate by
reference the contents of Registration Statement No. 33-64198.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by reference in
this registration statement and all documents subsequently filed by Dana
Corporation ("Dana") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") prior to the filing of a
post-effective amendment which indicates that all the 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 hereof from the date of filing of such documents:
(a) Dana's annual report on Form 10-K for the fiscal year ended
December 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the 1996 fiscal year.
(c) The description of Dana's Common Stock contained under the
captions "Description of Registrant's Securities to be
Registered" in Dana's Application for Registration of Certain
Classes of Securities Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934 on Form 8-A, dated on or about
July 12, 1946, as amended by the Amendment to Application or
Report on Form 8, dated August 8, 1991, and "Description of
Capital Stock" in Dana's registration statement on Form S-3
filed on May 13, 1992.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Virginia Code, Title 13.1, Chapter 9, Article 10, Dana is authorized,
in certain circumstances, to indemnify its directors and officers against
liabilities, including reasonable defense expenses, they may incur in
proceedings in which they are named as parties because of their positions as
directors and officers of the Company.
Pursuant to this authorization, Dana's shareholders have adopted the SIXTH
Article of Dana's Restated Articles of Incorporation, as amended, which
provides, in part, as follows:
"2. In any proceeding [defined as any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal] brought by a shareholder
of [Dana] in the right of [Dana] or brought by or on behalf of
shareholders of [Dana], no director or officer of [Dana] shall be
liable [liability being defined as an obligation to pay a judgment,
settlement, penalty, fine, including any excise tax assessed with
respect to an employee benefit plan, or reasonable expenses incurred
with respect to a proceeding] to [Dana] or its shareholders for
monetary damages in excess of $50,000.00 with respect to any
transaction, occurrence or course of conduct, whether prior or
subsequent to the effective date of this Article, except for liability
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resulting from such person's having engaged in willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law.
"3. [Dana] shall indemnify any person who was or is a party to any
proceeding, including a proceeding brought by a shareholder in the
right of [Dana] or brought by or on behalf of shareholders of [Dana],
by reason of the fact that he is or was a director or officer of [Dana]
against any liability incurred by him in connection with such
proceeding unless he engaged in willful misconduct or a knowing
violation of the criminal law.
"4. The provisions of this Article shall be applicable to all
proceedings commenced on or after the effective date hereof, arising
from any act or omission, whether occurring before or after such
effective date. The effective date of this Article shall be the date on
which the State Corporation Commission of the Commonwealth of Virginia
issues a Certificate of Amendment with respect hereto. No amendment or
repeal of this Article shall have any effect on the rights provided
under this Article with respect to any act or omission occurring prior
to such amendment or repeal. [Dana] shall promptly take all such
actions, and make all such determinations, as shall be necessary or
appropriate to comply with its obligation to make any indemnity under
this Article and shall promptly pay or reimburse all reasonable
expenses, including attorneys' fees, incurred by any such director,
officer, employee or agent in connection with such actions and
determinations or proceedings of any kind arising therefrom.
"5. The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall
not of itself create a presumption that the applicant [defined as the
person seeking indemnification pursuant to this Article] did not meet
the standard of conduct described in Section 2 or 3 of this Article.
"6. Any indemnification under Section 3 of this Article (unless ordered
by a court) shall be made by [Dana] in accordance with the procedures
set forth in Section 13.1-701 of the Virginia Stock Corporation Act as
in effect from time to time, except that in the event there has been a
change in the composition of a majority of the Board of Directors after
the date of (i) the alleged act or omission or (ii) commencement of a
continuing act or omission with respect to which indemnification is
claimed, any determination as to indemnification and advancement of
expenses with respect to any claim for indemnification made pursuant to
this Article shall be made exclusively by special legal counsel agreed
upon by the Board of Directors and the applicant. If the Board of
Directors and the applicant are unable to agree upon such special legal
counsel, the Board of Directors and the applicant each shall select a
nominee, and the nominees shall select such special legal counsel.
"7. (a) [Dana] shall pay for or reimburse the reasonable expenses
[defined as including counsel fees] incurred by any applicant who is a
party [defined as including an individual who was or is threatened to
be made a named defendant or respondent in a proceeding] to a
proceeding in advance of final disposition of the proceeding or the
making of any determination under Section 3 if the applicant furnishes
[Dana]:
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<PAGE> 4
(i) a written statement of his good faith belief that he has
met the standard of conduct described in Section 3; and
(ii) a written undertaking, executed personally or on his
behalf, to repay the advance if it is ultimately determined that he did
not meet such standard of conduct.
(b) The undertaking required by paragraph (ii) of subsection
(a) of this section shall be an unlimited general obligation of the
applicant but need not be secured and may be accepted without reference
to financial ability to make repayment.
(c) Authorizations of payments under this section shall be
made in accordance with the procedure specified in Section 6.
"8. The Board of Directors is hereby empowered, by majority vote of a
quorum consisting of disinterested Directors, to cause [Dana] to
indemnify, or to agree in advance to indemnify, by Bylaw provision or
agreement any person who was, is or may become a party to any
proceeding, by reason of the fact that he is or was an employee or
agent of [Dana], or is or was serving at the request of [Dana] as
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, to the same extent as if such person were specified as one
to whom indemnification is granted in Section 3. The provisions of
Sections 4 through 7 of this Article shall be applicable to any
indemnification provided hereafter pursuant to this Section 8.
"9. Every reference herein to directors, officers, employees or agents
shall include former directors, officers, employees and agents and
their respective heirs, executors and administrators. The
indemnification hereby provided and provided hereafter pursuant to the
power hereby conferred by this Article on the Board of Directors shall
not be exclusive of any other rights to which any person may be
entitled, including any right under policies of insurance that may be
purchased and maintained by [Dana] or others, with respect to claims,
issues or matters in relation to which [Dana] would not have the power
to indemnify such person under the provisions of this Article. Such
rights shall not prevent or restrict the power of [Dana] to make or
provide for any further indemnity, or provisions for determining
entitlement to indemnity, pursuant to one or more indemnification
agreements, bylaws, or other arrangements (including, without
limitation, creation of trust funds or security interests funded by
letters of credit or other means) approved by the Board of Directors
(whether or not any of the directors of [Dana] shall be a party to or
beneficiary of any such agreements, bylaws or arrangements); PROVIDED,
HOWEVER, that any provision of such agreements, bylaws or other
arrangements shall not be effective if and to the extent that it is
determined to be contrary to this Article or applicable laws of the
Commonwealth of Virginia.
"10. Each provision of this Article shall be severable, and an adverse
determination as to any such provision shall in no way affect the
validity of any other provision.
"11. ...The indemnification hereby provided...shall not be exclusive of
any other rights to which any person may be entitled, including any
right under policies of
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insurance that may be purchased and maintained by [Dana] or others,
with respect to claims, issues or matters in relation to which [Dana]
would not have the power to indemnify such person under the provisions
of this Article. Such rights shall not prevent or restrict the power of
[Dana] to make or provide for any further indemnity, or provisions for
determining entitlement to indemnity, pursuant to one or more
indemnification agreements, bylaws, or other arrangements...approved by
the Board of Directors...; PROVIDED, HOWEVER, that any provision of
such agreements, bylaws or other arrangements shall not be effective if
and to the extent that it is determined to be contrary to this Article
or applicable laws of the Commonwealth of Virginia."
Dana carries primary and excess "Executive Liability and Indemnification"
insurance covering certain liabilities incurred by the directors, elected
officers, and certain appointed officers of the Company in the performance of
their duties. Coverage is either on a direct basis or through reimbursement of
amounts expended by the Company for indemnification of these individuals.
Subject to certain deductibles, the insurers will pay or reimburse all covered
costs incurred up to an annual aggregate of $50 million. Coverage is excluded
for purchases or sales of securities in violation of Section 16(b) of the
Exchange Act, deliberately fraudulent or willful violations of any statute or
regulation, illegal personal gain, and certain other acts.
ITEM 8. EXHIBITS.
The following documents are filed herewith, including those which are
incorporated by reference:
4-A Restated Articles of Incorporation (filed by reference to Exhibit 4 to
Dana's Form 8-A/A, Amendment No. 3, dated October 4, 1994)
4-B Single Denomination Stock Certificate (filed by reference to Exhibit
4-B to Dana's Form S-3, Registration No. 333-18403, filed December 20,
1996)
5 Opinion of Hunton & Williams (at page 10)
23-A Consent of Price Waterhouse LLP (at page 11)
23-B Consent of Hunton & Williams (included in Exhibit 5)
24 Power of Attorney (at page 12)
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) 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 (the
"Securities Act").
(ii) To reflect in the prospectus any facts or events
arising after the
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effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent 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.
(2) That, for the purpose of determining any liability under the
Securities 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.
(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.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Securities 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
THE REGISTRANT. 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 Toledo, State of Ohio, on October 8, 1997.
DANA CORPORATION (Registrant)
By: /s/ Martin J. Strobel
------------------------------
Martin J. Strobel
Vice President, General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
PRINCIPAL EXECUTIVE OFFICER:
/s/ S.J. Morcott Chairman of the Board, October 8, 1997
- --------------------------- Chief Executive Officer,
S. J. Morcott and Chief Operating Officer
PRINCIPAL FINANCIAL OFFICER:
/s/ J. S. Simpson Chief Financial Officer October 8, 1997
- ---------------------------
J. S. Simpson
PRINCIPAL ACCOUNTING OFFICER:
/s/ C. W. Hinde Chief Accounting Officer October 8, 1997
- --------------------------- and Assistant Treasurer
C. W. Hinde
-7-
<PAGE> 8
SIGNATURE TITLE DATE
- --------- ----- ----
DIRECTORS:
* /s/ B. F. Bailar Director October 8, 1997
--------------------------
B. F. Bailar
* /s/ E. M. Carpenter Director October 8, 1997
--------------------------
E. M. Carpenter
* /s/ E. Clark Director October 8, 1997
--------------------------
E. Clark
* /s/ G. H. Hiner Director October 8, 1997
--------------------------
G. H. Hiner
/s/ J. M. Magliochetti Director October 8, 1997
--------------------------
J. M. Magliochetti
* /s/ M. R. Marks Director October 8, 1997
--------------------------
M. R. Marks
* /s/ R. B. Priory Director October 8, 1997
--------------------------
R. B. Priory
* /s/ J. D. Stevenson Director October 8, 1997
--------------------------
J. D. Stevenson
* /s/ T. B. Sumner, Jr. Director October 8, 1997
--------------------------
T. B. Sumner, Jr.
* By: /s/ Martin J. Strobel
-------------------------------
Martin J. Strobel
Attorney-in-Fact
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<PAGE> 9
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
4-A Restated Articles of Incorporation (filed by reference
to Exhibit 4 to Registrant's Form 8-A/A, Amendment No.
3, dated October 4, 1994)
4-B Single Denomination Stock Certificate (filed by
reference to Exhibit 4-B to Registrant's Form S-3,
Registration No. 333-18403, filed December 20, 1996)
5 Opinion of Hunton & Williams 10
23-A Consent of Price Waterhouse LLP 11
23-B Consent of Hunton & Williams (included in Exhibit 5)
24 Power of Attorney 12
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<PAGE> 1
Exhibit 5
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
October 7, 1997
Dana Corporation
P.O. Box 1000
Toledo, Ohio 43697
Gentlemen:
We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-8 (the "Registration Statement") relating to 1,355,000
shares of Common Stock, $1 par value, and related Preferred Share Purchase
Rights (the "Shares") of Dana Corporation, a Virginia corporation (the
"Company"), 1,300,000 of which will be issued pursuant to the Dana Corporation
1997 Stock Option Plan (of which 350,000 may be issued, in the alternative,
pursuant to the Dana Corporation Additional Compensation Plan at the discretion
of the Compensation Committee of the Board of Directors) and 55,000 of which
will be issued pursuant to the Dana Corporation Director Deferred Fee Plan,
and to the reference to us under "Legal Matters" in the Registration Statement.
We have examined such certificates of the Company's officers and such
evidence of corporate action as we consider relevant as the basis for this
opinion, and are of the opinion that the issuance of the Shares has been duly
and validly authorized by the Board of Directors of the Company, no other
corporate action being necessary, and that when the Shares are issued as
described in the Registration Statement, they will be legally issued, fully paid
and nonassessable and no individual or personal liability for the obligations of
the Company will attach to the ownership of the Shares.
Very truly yours,
HUNTON & WILLIAMS
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<PAGE> 1
Exhibit 23-A
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 1997, which appears on
page 22 of the 1996 Annual Report to Shareholders of Dana Corporation, which is
incorporated by reference in Dana Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears on
page 15 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Toledo, Ohio
October 7, 1997
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Exhibit 24
POWER OF ATTORNEY
The undersigned directors and/or officers of Dana Corporation ("Dana") hereby
appoint Sue A. Griffin, Charles W. Hinde, Southwood J. Morcott, John S. Simpson,
and Martin J. Strobel, and each of them severally, their true and lawful
attorneys-in-fact
(1) to execute, in their names and capacities as Dana directors and/or
officers, a registration statement or statements on Form S-8, and any
and all amendments thereto, for the registration of
(a) 1,400,000 Dana Common Shares, $1 par value, to be issued
pursuant to and in accordance with the terms of the Dana
Corporation 1997 Stock Option Plan (including the provision
therein for the issuance of 350,000 of the foregoing Shares,
in the alternative, pursuant to and in accordance with the
terms of the Dana Corporation Additional Compensation Plan),
subject to the approval of the 1997 Stock Option Plan by
Dana's shareholders at the 1997 Annual Meeting, and
(b) 55,000 Dana Common Shares, $1 par value, to be issued pursuant
to and in accordance with the terms of the Dana Corporation
Director Deferred Fee Plan, subject to the approval of the
amended Director Deferred Fee Plan by Dana's shareholders at
the 1997 Annual Meeting; and
(2) to file such registration statement(s) and amendments, on Dana's
behalf, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
This Power of Attorney automatically ends as to each appointee upon the
termination of his or her service with Dana.
In witness whereof, the undersigned have executed this instrument on February
10, 1997.
/s/ B. F. Bailar /s/ R. B. Priory
- ------------------------ -----------------------
B.F. Bailar R. B. Priory
/s/ E. M. Carpenter /s/ J. D. Stevenson
- ------------------------ -----------------------
E. M. Carpenter J. D. Stevenson
/s/ E. Clark /s/ T. B. Sumner, Jr.
- ------------------------ -----------------------
E. Clark T. B. Sumner, Jr.
/s/ G. H. Hiner /s/ S. A. Griffin
- ------------------------ -----------------------
G. H. Hiner S. A. Griffin
/s/ J. M. Magliochetti /s/ C. W. Hinde
- ------------------------ -----------------------
J. M. Magliochetti C. W. Hinde
/s/ M. R. Marks /s/ J. S. Simpson
- ------------------------ -----------------------
M. R. Marks J. S. Simpson
/s/ S. J. Morcott /s/ M. J. Strobel
- ------------------------ -----------------------
S. J. Morcott M. J. Strobel
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