<PAGE> 1
As filed with the Securities and Exchange Commission on April 24, 1998
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 1998 Directors' Stock Option Plan
--------------------------------------------------
(Full title of the plan)
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>
- -----------------------------------------------------------------------------------------------------------------------
Title of securities Amount to Proposed maximum Proposed maximum aggregate Amount of
to be registered be registered offering price per unit(1) offering price(1) registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock (par 150,000 shares and
value $1 related Preferred $60.4063 $9,060,945 $2,745.74
per share) Share Purchase
Rights
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
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 April 21, 1998.
As permitted by Rule 429(a), the prospectus included herein also relates to
Registration Statement No. 33-64198.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this Registration
Statement:
(a) The annual report for Dana Corporation ("Dana") on Form 10-K for the
fiscal year ended December 31, 1997.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of
the 1997 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 Exchange Act 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 December
15, 1997.
All documents subsequently filed by Dana pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act before the filing of a post-effective amendment
indicating that all the securities offered have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from their
respective dates of filing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Virginia Stock Corporation Act, in certain circumstances Dana is
authorized 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, the shareholders have adopted the SIXTH Article
of Dana's Restated Articles of Incorporation. This Article provides that in any
proceeding brought by a shareholder in the right of Dana or on behalf of Dana's
shareholders, no Dana director or officer will be liable for monetary damages
exceeding $50,000 with respect to any transaction, occurrence or course of
conduct unless he or she engaged in willful misconduct or a knowing violation of
criminal law or of any federal or state securities law. The Article further
provides that Dana will indemnify any director or officer who is a party to any
proceeding (including a proceeding brought by a shareholder on behalf of the
company or its shareholders) by reason of the fact that he or she is or was a
Dana director or officer against any liability incurred in connection with such
proceeding, unless he or she engaged in willful misconduct or a knowing
violation of criminal law. In addition, Dana will pay or reimburse all
reasonable expenses (including
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<PAGE> 3
attorneys' fees) incurred by the director or officer in connection with such
proceeding in advance of the disposition of the proceeding if certain conditions
are met. In general, all indemnification will be made in accordance with Section
13.1-701 of the Virginia Stock Corporation Act.
As authorized in the Restated Articles of Incorporation, Dana's Board of
Directors has adopted a By-Law provision under which the company will indemnify
its directors and officers in comparable manner against liabilities they may
incur when serving at Dana's request as directors, officers, employees or agents
of other corporations or certain other enterprises.
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 Dana for indemnification of these persons. 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 exhibits are filed with this Registration Statement:
4 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
23-A Consent of Price Waterhouse LLP
23-B Consent of Hunton & Williams (included in Exhibit 5)
24 Power of Attorney
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 effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a
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<PAGE> 4
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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<PAGE> 5
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 April 24, 1998.
DANA CORPORATION (Registrant)
By: /s/ C. W. Hinde
-------------------------------------
C. W. Hinde
Chief Accounting Officer
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 April 24, 1998
- ----------------------------- and Chief Executive Officer
S. J. Morcott
PRINCIPAL FINANCIAL OFFICER:
*/s/ J. S. Simpson Chief Financial Officer April 24, 1998
- -----------------------------
J. S. Simpson
PRINCIPAL ACCOUNTING OFFICER:
/s/ C. W. Hinde Chief Accounting Officer April 24, 1998
- -----------------------------
C. W. Hinde
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<PAGE> 6
SIGNATURE TITLE DATE
- --------- ----- ----
DIRECTORS:
* /s/ B. F. Bailar Director April 24, 1998
----------------------------
B. F. Bailar
* /s/ E. M. Carpenter Director April 24, 1998
----------------------------
E. M. Carpenter
* /s/ E. Clark Director April 24, 1998
----------------------------
E. Clark
* /s/ G. H. Hiner Director April 24, 1998
----------------------------
G. H. Hiner
/s/ J. M. Magliochetti Director April 24, 1998
----------------------------
J. M. Magliochetti
* /s/ M. R. Marks Director April 24, 1998
----------------------------
M. R. Marks
* /s/ R. B. Priory Director April 24, 1998
----------------------------
R. B. Priory
* /s/ J. D. Stevenson Director April 24, 1998
----------------------------
J. D. Stevenson
* /s/ T. B. Sumner, Jr. Director April 24, 1998
----------------------------
T. B. Sumner, Jr.
* By: /s/ C. W. Hinde
----------------------------
C. W. Hinde
Attorney-in-Fact
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<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
NO. DESCRIPTION METHOD OF FILING
<S> <C> <C>
4 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 Filed with this Registration Statement
23-A Consent of Price Waterhouse LLP Filed with this Registration Statement
23-B Consent of Hunton & Williams Filed with this Registration Statement (included in Exhibit 5)
24 Power of Attorney Filed with this Registration Statement
</TABLE>
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<PAGE> 1
Exhibit 5
LEGAL OPINION
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
April 23, 1998
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 150,000 shares
of Common Stock, $1 par value (the "Shares"), of Dana Corporation, a Virginia
corporation (the "Company"), that will be issued pursuant to the Company's 1998
Directors' Stock Option Plan.
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,
/s/ 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, 1998, which appears on
page 22 of the 1997 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, 1997. 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.
/s/ PRICE WATERHOUSE LLP
Toledo, Ohio
April 24, 1998
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<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
The undersigned directors and/or officers of Dana Corporation (the "Company")
hereby appoint Sue A. Griffin, Charles W. Hinde, Southwood J. Morcott, John S.
Simpson, and Martin J. Strobel, and each of them severally, as their true and
lawful attorneys-in-fact, (i) to execute, in their names and capacities as
directors and/or officers of the Company, a registration statement on Form S-8
and all exhibits, amendments and supplements thereto to register the Common
Stock of the Company authorized for issuance pursuant to the Dana Corporation
1998 Directors' Stock Option Plan, and (ii) to file, in the name and on behalf
of the Company, such registration statement and any related documents with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
and/or the Securities Exchange Act of 1934, as amended.
This Power of Attorney automatically ends as to each appointee upon the
termination of his or her service with the Company.
In witness whereof, the undersigned have executed this instrument on April 20,
1998.
/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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