<PAGE> 1
As filed with the Securities and Exchange Commission on August 3, 1999
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 1999 Restricted Stock 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>
- ---------------------- ---------------------- ---------------------------- ------------------------ -------------------
Proposed maximum
Title of securities Amount to Proposed maximum aggregate offering Amount of
to be registered be registered offering price per unit price (1) registration fee
(1)
- ---------------------- ---------------------- ---------------------------- ------------------------ -------------------
<S> <C> <C> <C> <C>
Common stock (par 750,000 shares and
value $1 related Preferred $42.844 $32,133,000 $8,932.97
per share) Share Purchase
Rights
- ---------------------- ---------------------- ---------------------------- ------------------------ -------------------
</TABLE>
(1) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Securities Act Rule 457(c) on the basis of the
average high and low prices reported on the New York Stock Exchange Composite
Tape on July 30, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be included herein.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be included herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which Dana has previously filed with the
Commission are incorporated by reference in this registration statement:
(a) Dana's annual report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the 1998 fiscal year; and
(c) The description of common stock contained under these captions
in the following registration statements: (i) "Description of
Registrant's Securities to be Registered" in Dana's Form 8-A,
dated on or about July 12, 1946, as amended by its Form 8,
dated August 8, 1991, and (ii) "Dana Capital Stock" in Dana's
Form S-4 filed on May 15, 1998, as amended by its Amendment
No. 1 to Form S-4 filed on June 1, 1998.
In addition, all documents that Dana files hereafter pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
before filing a post-effective amendment to indicate that all the securities
offered have been sold or to deregister all the securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement from the dates such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Virginia Stock Corporation Act, Dana is authorized to
indemnify its directors and officers in certain circumstances against
liabilities and defense expenses incurred in proceedings in which they are named
as parties because of such positions with Dana. Accordingly, Dana's stockholders
have adopted the SIXTH Article of its Restated Articles of Incorporation. This
Article provides that Dana directors and officers shall not be liable for
monetary damages exceeding $50,000 in proceedings brought by any stockholder on
behalf of Dana or the stockholders with respect to any transaction, occurrence
or course of conduct unless they engaged in willful misconduct or a knowing
violation of criminal law or of federal or state securities law. The Article
requires Dana to indemnify any director or officer who is a party to such a
proceeding
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<PAGE> 4
because of such position against liabilities incurred in connection with the
proceeding, unless he or she engaged in willful misconduct or a knowing
violation of criminal law. Under certain conditions, Dana must pay or reimburse
the reasonable expenses incurred by such director or officer in connection with
the proceeding before the disposition of the proceeding. Generally, the
indemnification will be made in accordance with Section 13.1-701 of the Virginia
Stock Corporation Act.
As authorized in the Restated Articles, Dana's Board has adopted a
By-law provision under which Dana will also 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 has executive liability and indemnification insurance covering
certain liabilities incurred by directors, elected officers, and some appointed
officers in the performance of their duties. Subject to deductibles, the
insurers will pay or reimburse covered costs up to an annual aggregate of $100
million. However, 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index for a list of the documents filed herewith.
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 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.
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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 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> 6
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 August 3, 1999.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
*/s/ J. M. Magliochetti Chief Executive Officer August 3, 1999
- ------------------------------------- and Director
J. M. Magliochetti
PRINCIPAL FINANCIAL OFFICER:
/s/ J. S. Simpson Chief Financial Officer August 3, 1999
- -------------------------------------
J. S. Simpson
PRINCIPAL ACCOUNTING OFFICER:
/s/ C. W. Hinde Chief Accounting Officer August 3, 1999
- -------------------------------------
C. W. Hinde
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
DIRECTORS:
* /s/ B. F. Bailar Director August 3, 1999
--------------------------------------
B. F. Bailar
* /s/ A. C. Baillie Director August 3, 1999
---------------------------------------
A. C. Baillie
* /s/ E. M. Carpenter Director August 3, 1999
---------------------------------
E. M. Carpenter
* /s/ E. Clark Director August 3, 1999
---------------------------------------
E. Clark
* /s/ G. H. Hiner Director August 3, 1999
------------------------------------
G. H. Hiner
* /s/ M. R. Marks Director August 3, 1999
-----------------------------------
M. R. Marks
* /s/ S. J. Morcott Director August 3, 1999
---------------------------------
S. J. Morcott
* /s/ R. B. Priory Director August 3, 1999
-------------------------------------
R. B. Priory
</TABLE>
* By: /s/ Martin J. Strobel
--------------------------------------------------
Martin J. Strobel
Attorney-in-Fact
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<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- --- ----------- ----------------
<S> <C> <C>
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, filed December 20, 1996
4-C Rights Agreement, dated as of April 25, 1996, Filed by reference to Dana's Form 8-A, filed
between Dana and ChemicalMellon Shareholder May 1, 1996
Services, L.L.C., Rights Agent
5 Opinion of Hunton & Williams Filed herewith at page II-7
23-A Consent of PricewaterhouseCoopers Filed herewith at page II-8
23-B Consent of Hunton & Williams Included in Exhibit 5
24 Power of Attorney Filed herewith at page II-9
</TABLE>
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<PAGE> 1
Exhibit 5
OPINION OF HUNTON & WILLIAMS
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
August 3, 1999
Dana Corporation
P.O. Box 1000
Toledo, Ohio 43697
Ladies and Gentlemen:
This firm has acted as counsel to Dana Corporation (the "Company") in
connection with the Registration Statement (the "Registration Statement") on
Form S-8 for the Dana Corporation 1999 Restricted Stock Plan (the "Plan") being
filed under the Securities Act of 1933, as amended ("the Act") on or about the
date of this letter to register 750,000 shares of common stock, $1.00 par value
per share, including associated Rights (the "Shares"), of the Company, which
from time to time may be offered and sold by the Company in connection with the
Plan.
We are familiar with the Registration Statement and the Exhibits
thereto. We have examined, originals or copies, certified and otherwise
identified to our satisfaction, of such corporate documents and records of the
Company and certificates of public officials as we have deemed necessary to
enable us to express this opinion. We have also relied on certificates of
officers of the Company as to certain factual matters. In rendering this
opinion, we have assumed (i) the genuineness of all signatures, (ii) the
authenticity of all documents submitted to us as originals, and (iii) the
conformity to authentic original documents of all documents submitted to us as
certified, conformed or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the Commonwealth of Virginia.
2. The Shares have been duly authorized and, when offered and sold as
described in the Registration Statement, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
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 25, 1999 relating to the
financial statements, which appears in the 1998 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, 1998. We also consent
to the incorporation by reference of our report dated January 25, 1999 relating
to the financial statement schedule, which appears in such Annual Report on Form
10-K.
PRICEWATERHOUSECOOPERS LLP
Toledo, Ohio
August 3, 1999
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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
1999 Restricted Stock 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 19,
1999.
/s/ B. F. Bailar /s/ S. J. Morcott
- -------------------------------- ------------------------------
B. F. Bailar S. J. Morcott
/s/ A. C. Baillie /s/ R. B. Priory
- -------------------------------- ------------------------------
A. C. Baillie R. B. Priory
/s/ E.M. Carpenter /s/ S. A. Griffin
- -------------------------------- ------------------------------
E. M. Carpenter S. A. Griffin
/s/ E. Clark /s/ C. W. Hinde
- -------------------------------- ------------------------------
E. Clark C. W. Hinde
/s/ G. H. Hiner /s/ J. S. Simpson
- -------------------------------- ------------------------------
G. H. Hiner J. S. Simpson
/s/ J. M. Magliochetti /s/ M. J. Strobel
- -------------------------------- ------------------------------
J. M. Magliochetti M. J. Strobel
/s/ M. R. Marks
- --------------------------------
M. R. Marks
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