<PAGE>
As filed with the Securities and Exchange Commission on April 10, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
ECHLIN INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-0330448
(State of incorporation) (I.R.S. Employer
Identification Number)
100 Double Beach Road
Branford, Connecticut 06405
(203-481-5751)
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive
office)
----------------------------------
The Echlin Inc. Performance Unit Plan
----------------------------------
Jon P. Leckerling
Executive Vice President-Administration,
General Counsel and Corporate Secretary
100 Double Beach Road
Branford, Connecticut 06405
(203-481-5751)
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------------
-------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<CAPTION>
Proposed Proposed
maximum maximum Amount
Title of Amount offering aggregate of
securities to be price offering registration
to be registered registered per share price fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 (1) $33,000,000 $10,000
Par value $1.00 per share
</TABLE>
________________________________________________________________________________
(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, on the basis of
$33.00 the average of the high and low prices for the Registrant's Common Stock
as reported on the consolidated transaction reporting system for securities
listed on the New York Stock Exchange on April 9, 1997.
--------------------------
- --------------------------------------------------------------------------------
<PAGE>
ECHLIN INC.
CROSS REFERENCE SHEET
Item Number and Caption in
Caption in Form S-8 Prospectus
1. Plan Information The Performance Unit
Plan
2. Registrant Information and Incorporation of Certain
Employee Plan Annual Information Documents by Reference
<PAGE>
PROSPECTUS
1,000,000 Shares
ECHLIN INC.
Common Stock
($1.00 Par Value)
Offered as set forth herein pursuant to the
The Echlin Inc. Performance Unit Plan
-------------------------
The Common Stock is listed on the New York Stock Exchange
under the symbol "ECH." The last sale price of the
Common Stock on April 9, 1997 was $32.75 per share, as
reported on such stock exchange.
----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------------------
The date of this Prospectus is April 10, 1997
<PAGE>
AVAILABLE INFORMATION
Echlin Inc. ("Echlin" or the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information concerning the Company can be
inspected and copied at the public reference facilities of the Commission's
office at 450 Fifth Street, N.W., Washington, DC 20549, and at certain of its
Regional Offices in New York (7 World Trade Center, 13th Floor, New York, New
York 10048), and Chicago (500 West Madison Street, Chicago, Illinois
60661-2511). Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D. C. 20549.
Such material can also be inspected and copied at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 and The Pacific
Stock Exchange Inc., 618 South Spring Street, Los Angeles, California 90014, and
301 Pine Street, San Francisco, California 94014. Additional information
regarding the Company and the Common Stock offered hereby is contained in the
Registration Statement on Form S-8 (of which this Prospectus forms a part) and
the exhibits relating thereto, filed with the Commission under the Securities
Act. The Registration Statement and any exhibits thereto may be inspected
without charge at the offices of the Commission at 450 Fifth Street, N.W.,
Washington, DC 20549, and copies thereof may be obtained from the Commission
upon the payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents
heretofore filed by the Company with the Commission:
(a) Annual Report on Form 10-K for the fiscal year ended
August 31, 1996;
(b) All other reports filed since August 31, 1996 to the date
of this Prospectus pursuant to Section 13(a) or 15(d) of the Exchange Act; and
(c) Proxy Statement dated November 17, 1995 with respect to
the Annual Meeting of Shareholders held on December 20, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13 (c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock shall be deemed to
be incorporated by reference into this Prospectus.
Any statement contained in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained in the Registration
Statement, this Prospectus, or any other subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Prospectus.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. The Company will provide without charge
to each person to whom this Prospectus is delivered, upon the written or oral
request of any such person, a copy of any or all of the documents which are
incorporated herein by reference (other than exhibits, unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to the Corporate Secretary, Echlin Inc., 100 Double Beach Road,
Branford, Connecticut 06405. Telephone requests may be directed to (203)
481-5751.
THE COMPANY
Echlin was incorporated under Connecticut law in 1959, succeeding a
business which had been organized in 1924. Echlin's principal executive office
is located at 100 Double Beach Road, Branford, Connecticut 06405; its telephone
number is 203-481-5751.
THE PERFORMANCE UNIT PLAN
General Plan Information. At the Annual Meeting held on December 15, 1994,
the shareowners of the Company approved the Echlin Inc. Performance Unit Plan.
At the Annual Meeting held on December 20, 1995, the shareowners of the Company
approved the First Amendment to the Echlin Inc. Performance Unit Plan (as
amended, the "PUPlan").
All compensation paid under the PUPlan is derived from the objective
measurement of growth in the Company's earnings per share thereby making it
highly variable with the earnings of the Company. Benefits and amounts to be
received under the PUPlan are not determinable until the end of each three year
cycle of the plan. The plan gives the Compensation and Management Development
Committee of the Board of Directors (the "Committee"), which administers the
PUPlan, the flexibility to alter the percentage of vested awards payable in
Common Stock of the Company rather than having a percentage fixed in the PUPlan.
In order to encourage executives and other participants under the PUPlan to
increase further their ownership of Common Stock, the Committee has determined
that the appropriate percentage of payment in Common Stock for the three year
performance cycle which commenced in Fiscal 1996 should be forty percent (40%),
an increase from the fixed thirty percent (30%) set forth in the PUPlan prior to
the First Amendment. The Board believes that increasing management's equity
ownership in the Company serves to align management more closely with the
interests of shareowners. The amendment also provided that the shares
deliverable in payment of vested units may be either from authorized but
previously unissued shares or from treasury or other shares reacquired by the
Company, including shares purchased in the open market.
The following constitutes a brief description of the material features
of the PUPlan and is qualified in its entirety by reference to the PUPlan (a
copy of which is incorporated by reference as an exhibit to the Registration
Statement of which this Prospectus forms a part).
Purpose. The PUPlan is part of the long-term compensation program for
key employees to provide incentive to improve the earnings and performance of
the Company. Compensation from the PUPlan varies directly with the three year
compounded growth in earnings per share. Maturing performance units are also
intended to provide a source of funds with which to exercise stock options
granted under the long-term incentive compensation program. Overall, long-term
incentive compensation is designed to provide a percentage of salary equal to
such compensation paid to individuals holding similar job positions and
responsibilities at the 339 manufacturing companies participating in the
compensation survey utilized by the Company to set long-term compensation
allocated by value one-third to stock options and two-thirds to performance
units payable in cash and Common Stock.
Participants. Individuals eligible for participation in the PUPlan are key
employees of the Company and its subsidiaries who have an effect upon the growth
and performance of the Company. Participation in the plan is by selection by the
Committee. Currently, approximately 350 key employees participate under the
PUPlan.
Payout Criteria. The PUPlan provides that vested Performance Units are
paid in a combination of cash and Common Stock based upon percentages set by the
Committee on a performance cycle to performance cycle basis. The Common Stock
delivered will be either from authorized but previously unissued shares or from
treasury or other shares reacquired by the Company, including shares purchased
in the open market. Payouts for Performance Units awarded in fiscal year 1995
are paid out 70 percent (70%) in cash and 30 percent (30%) in Common Stock.
Payouts for performance units awarded prior to Fiscal Year 1995 were paid out
100 percent (100%) in cash. The payment to each participant is directly related
to the cumulative earnings per share for the three year period multiplied by up
to 2 if compounded earnings per share growth rate was 50 percent (50%) higher
than the pre-selected targeted rate or reduced to zero if such growth rate was
less than 50 percent (50%) of such target. Thus, the actual value of performance
units since 1991 have varied from zero to $12.60 (two times the $6.30 cumulative
earnings per share in the cycle covering fiscal years 1993, 1994 and 1995). For
the most recent years, the earnings per share growth rate target set by the
Committee has been 15 percent (15%). Assuming that the growth rate target is met
and if earnings per share increase over the three year cycle, the value of each
performance unit will increase; provided, however, that no single year
performance unit award to any one executive may be paid in excess of $5,000,000.
The PUPlan also limits the aggregate number of shares of Common Stock which may
be paid to participants under the PUPlan at 1,000,000 shares and provides that
no individual participant may receive more than 50,000 shares in any calendar
year. Except in accordance with rules established by the Committee for retirees
and participants who either die or become disabled, performance unit payment
generally requires the participant to be employed by the Company throughout the
entire three year performance cycle; provided, however, if the Board of
Directors declares a qualifying change in control event (as defined below), all
outstanding performance units would immediately vest on the date of the change
in control. Performance units would then be valued as if the Company had
achieved 100 percent (100%) of the targeted earnings per share growth through
the full three year cycle multiplied by a fraction representing the number of
months lapsed in the cycle divided by 36 months.
A "change in control event" of the Company is defined as: (i) more than
30 percent of the Company's outstanding common stock being beneficially held or
acquired by any person; (ii) more than 20 percent of the outstanding common
stock being purchased pursuant to a tender or exchange offer; (iii) the Company
merging or consolidating with or selling substantially all of its assets to
another entity and the Company not being the surviving corporation; or (iv)
during any two year period, a majority of individuals who are Directors of the
Company at the beginning of the period ceasing to be Directors by the end of the
period, unless the nomination of each new Director is approved by a two-thirds
majority of those who are Directors at the beginning of the period.
Tax Consequences. The award of Performance Units will create non income
tax consequences for the participant or the Company. Upon receipt of cash or
shares of Common Stock at the end of the applicable three year performance
cycle, the participant will generally recognize ordinary income equal to the
amount of any cash and the fair market value of any shares received. The Company
will be entitled to a deduction in the same amount and at the same time as
income is recognized by the participant. The plan is not qualified under Section
401(a) of the Internal Revenue Code.
Resale Restrictions. Shares of Common Stock awarded under the Plan may
be resold without restriction, unless the person receiving the award is an
"affiliate" of Echlin, as defined in Rule 405 under the Securities Act of 1933
(the "Securities Act"). Affiliates awarded shares may sell all or part of such
shares only pursuant to (a) an effective prospectus meeting the requirements of
the Securities Act for the reoffer of such shares, (b) Rule 144 under the
Securities Act, or (c) an exemption from the registration requirements of the
Securities Act. An "affiliate" is a person who controls or is controlled by the
Company, directly or indirectly, or is a member of a controlling group.
Cessation of Service. No Performance Unit shall be regarded as in any
way vested unless the employee is in the employ of the Company or any of its
subsidiaries at the conclusion of the period in which the value of any
Performance Unit is finally determined. In the event of an employee's death,
disability or retirement before the vesting of any Performance Units which he or
she may hold, the Committee may provide in its sole discretion for the vesting
and payment of any such unvested Performance Units upon an equitable basis
reflecting the performance of the Company during the period beginning on the
date when such employee was awarded Performance Units and ending upon the date
of disability, death or retirement.
Amendment or Termination of Plan. The Board of Directors, may amend,
suspend or terminate the PUPlan. However, no amendment, suspension or
termination may affect the terms of any then outstanding Performance Units and
no amendment may be made which shall (i) increase the aggregate number of shares
delivered under the PUPlan, (ii) materially modify the requirements for
eligibility to participate in the PUPlan, or (iii) materially increase the
benefits under the PUPlan, without the approval of the Company's shareowners.
DESCRIPTION OF CAPITAL STOCK
Echlin's authorized capital stock consists of 150,000,000 shares of
Common Stock, par value $1 per share, and 1,000,000 shares of Preferred Stock,
without par value. None of the shares of the Preferred Stock has been issued.
The Preferred Stock may be issued in series from time to time as determined by
the Board of Directors of the Company, who are empowered, for each series, to
fix the dividend rate, redemption provisions, liquidation privileges, sinking
fund provisions, voting powers and any conversion rights. When any shares of
Preferred Stock are outstanding, dividends may be payable thereon at a fixed
dividend rate before dividends can be paid on outstanding shares of Echlin's
Common Stock. On dissolution, liquidation or winding-up of Echlin, holders of
Preferred Stock may be entitled to receive a stipulated liquidation price before
any distribution could be made to the holders of the Common Stock. The Company
presently has no plans, arrangements or understandings with respect to the
issuance of any of the Preferred Stock (other than pursuant to the Preferred
Stock purchase rights described below).
Each share of Common Stock is entitled to one vote and to dividends as
declared by the Board of Directors. Upon liquidation, each share of Common Stock
is entitled to an equal share in all of the assets of the Company, after payment
of creditors and holders of Preferred Stock, if any. There are no preemptive
rights and no conversion, redemption or sinking fund privileges and all shares
of Common Stock outstanding are fully paid and non-assessable.
Under the terms of a shareholder rights plan approved by the Company's
Board of Directors in June 1989 ("Echlin's Shareholder Rights Plan"), a
Preferred Stock purchase right ("Right") is attached to and automatically trades
with each outstanding share of Common Stock.
The Rights, which are redeemable, will become exercisable only in the
event that any person or group becomes a holder of 20 percent or more of the
Company's Common Stock, or commences a tender or exchange offer which, if
consummated, would result in that person or group owning at least 20 percent of
the Common Stock. Once the Rights become exercisable they entitle all other
shareholders to purchase, by payment of a $65 exercise price, Common Stock (or,
in certain circumstances, other consideration) with a value of twice the
exercise price. In addition, at any time after a 20 percent position is
acquired, the Board of Directors may, at its option, require each outstanding
Right (other than Rights held by the acquiring person or group) to be exchanged
for one share of Common Stock or its equivalent. The Rights will expire on June
30, 1999 unless redeemed or exchanged earlier.
The transfer agent and registrar for the Common Stock and Rights Agent
under Echlin's Shareholder Rights Plan is Boston EquiServe, L.P., Boston,
Massachusetts.
The Common Stock is listed on the New York Stock Exchange, The Pacific
Stock Exchange and the International Stock Exchange in London.
LEGAL OPINIONS
The legality of the Shares offered hereby will be passed upon for
Echlin by Jon P. Leckerling, Esq., Executive Vice President-Administration,
General Counsel and Corporate Secretary of Echlin.
- --------------------------------
No person has been authorized to give any information or
to make any representations other than those contained
in this Prospectus and, if given or made, such
information or representations must not be relied upon
as having been authorized by the Company.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <S>
Available Information ......... 2
Incorporation of Certain
Documents by Reference ........ 2
The Company ................... 3
The Performance Unit Plan ..... 3
Description of Capital Stock .. 5
Legal Opinions ................ 6
</TABLE>
This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any securities other
than the Common Stock to which it relates, or an offer
to or solicitation of any person in any jurisdiction in
which such offer or solicitation would be unlawful. The
delivery of this Prospectus at any time does not imply
that this information herein is correct as of any time
subsequent to its date.
<PAGE>
1,000,000 Shares
ECHLIN INC.
Common Stock
- ----------
PROSPECTUS
- ----------
April 10, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
Reference is made to the "Incorporation of Certain Documents by
Reference" in the Prospectus comprising a part of this Registration Statement.
Item 4. Description of Securities
Reference is made to "Description of Capital Stock" in the Prospectus
comprising a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Reference is made to "Legal Opinions" in the Prospectus comprising a
part of this Registration Statement.
Item 6. Indemnification of Directors and Officers
Connecticut by statute provides for indemnification of directors,
officers, shareholders, employees and agents of a corporation. Under Sec.
33-320a of the Connecticut Stock Corporation Act (the "Act"), a corporation is
required to indemnify a director against judgments and other expenses of
litigation when he is sued by reason of his being a director in any proceeding
brought, other than on behalf of the corporation, if the director:
(1) is successful on the merits in defense, or
(2) acted in good faith and in a manner reasonably
believed to be in the best interests of the corporation, or
(3) in a criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful.
In a proceeding brought on behalf of a corporation (a derivative
action), a director is entitled to be indemnified by the corporation for
reasonable expenses of litigation, if the director is finally adjudged not to
have breached his duty to the corporation. In addition, a director is entitled
to indemnification for both derivative and non-derivative actions, if a court
determines, upon application, that the director is fairly and reasonably
entitled to be indemnified.
A Connecticut corporation may not provide for indemnification in any
manner inconsistent with the statutory indemnification provisions (which,
however, expressly allow a corporation to procure insurance providing greater
indemnification.)
The Registrant maintains a directors and officers liability insurance
policy which insures the Registrant's directors and officers against claims and
liabilities arising out of negligent errors or omissions in the course of the
performance of their official duties, including claims and liabilities arising
under the securities laws of the United States and states of applicable
jurisdiction. Fraudulent and willful acts are excluded.
The Registrant's Certificate of Incorporation provides by amendment
that a person who is or was a director of the corporation shall have no personal
liability to the corporation or its shareholders for monetary damages for any
breach of duty in such capacity in excess of the compensation received by the
director for serving the corporation during the year of violation.
The amendment was adopted to implement changes to Section 33-290 of the
Act, effective October 1, 1989. Under this change in the law, a Connecticut
corporation may amend its Certificate of Incorporation to limit the personal
liability of directors to the corporation or its shareholders for monetary
damages for breach of duty in their capacity as directors.
The limitation may not be to an amount less than the compensation
received by the director for serving the corporation during the year of the
violation and director liability cannot be limited if the violation:
(1) involved a knowing and culpable violation of law
by the director;
(2) enabled the director or an associate to receive
an improper personal economic gain;
(3) showed a lack of good faith and a conscious
disregard for the duty of the director to the corporation under circumstances
in which the director was aware that his conduct or omission created an
unjustifiable risk of serious injury to the corporation;
(4) constituted a sustained and unexcused pattern of
inattention that amounted to an abdication of the director's duty to the
corporation; or
(5) created a liability under Section 33-321, which
relates to directors who vote for any distribution of assets of a corporation
to its shareholders in violation of the Act. ------------------------
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4(a) -By-Laws, as amended, filed as Exhibit 3(ii) to Echlin's Annual
Report on Form 10-K for the fiscal year ended August 31, 1996, is incorporated
herein by reference.
4(b) -Certificate of Incorporation, filed as Exhibit 3(3)(ii) to
Echlin's Annual Report on Form 10-K for the fiscal year ended August 31, 1987,
is incorporated herein by reference.
4(c) -Certificate of Amendment amending the Certificate of
Incorporation to Establish Series A Cumulative Participating Preferred Stock,
filed as Exhibit 3(3)(iii) to Echlin's Annual Report on Form 10-K for the fiscal
year ended August 31, 1989, is incorporated herein by reference.
4(d) -Certificate of Amendment, amending the Certificate of
Incorporation, to limit the liability of directors for monetary damages under
certain circumstances, filed as Item 2 to Echlin's 1989 Annual Proxy Statement,
is incorporated herein by reference.
4(e) -Rights Agreement, dated as of June 21, 1989, between Echlin and
the Connecticut Bank and Trust Company, N.A., as Rights Agent, which includes
the form of Amendment to the company's Certificate of Incorporation as Exhibit
A, the form of Rights Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Stock as Exhibit C, filed as Exhibit 1 to Echlin's Current
Report on Form 8-K dated June 21, 1989, is incorporated herein by reference.
4(f) -Successor Rights Agent Agreement between Echlin and The First
National Bank of Boston appointing The First National Bank of Boston as
successor Rights Agent to replace the Connecticut Bank and Trust Company, N.A.
as Rights Agent, filed as Exhibit 3(3)(iv) to Echlin's Annual Report on Form
10-K for the fiscal year ended August 31, 1990, is incorporated herein by
reference.
4(g) -The Echlin Inc. Performance Unit Plan As Amended By The First
Amendment Dated October 18, 1995, filed as Appendix A to Echlin's Proxy
Statement mailed to shareholders on November 17, 1995, is incorporated herein by
reference.
5. -Opinion of Jon P. Leckerling, Esq. as to the legality of the Common
Stock being offered under this Registration Statement.
24(a) -Consent of Price Waterhouse LLP.
24(b) -Consent of Counsel. (Included in Exhibit 5 hereto).
25. -Powers of Attorney. (Included on the signature page hereto).
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a) (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, as amended (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
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 information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), that are incorporated by reference 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 which remain unsold at the termination of the
offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.
(c) 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 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.
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 a Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Branford, Connecticut, on the 9th day of April, 1997.
ECHLIN INC.
By: /s/ Larry W. McCurdy
---------------------------
Larry W. McCurdy
President and Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and officers of Echlin Inc. do hereby
constitute and appoint Jon P. Leckerling and Edward D. Toole or either of them,
our true and lawful attorneys-in-fact and agents to do any and all acts and
things in our name and behalf in our capacities as directors and officers, and
to execute any and all instruments for us and in our names in the capacities
indicated below which such person or persons may deem necessary or advisable to
enable Echlin Inc. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement, including
specifically, but not limited to, power and authority to sign for us, or any of
us, in the capacities indicated below any and all amendments (including
post-effective amendments) hereto and we do hereby ratify and confirm all that
such person or persons shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities* indicated on the 9th day of April, 1997.
Name Title
Principal Executive Officer:
/s/ Larry W. McCurdy
- -----------------------------
Larry W. McCurdy President and Chief Executive
Officer; Director
Principal Financial Officer:
/s/ Joseph A. Onorato
- -----------------------------
Joseph A. Onorato Vice President and Chief
Financial Officer
Principal Accounting Officer:
/s/ Kenneth T. Flynn, Jr.
- -----------------------------
Kenneth T. Flynn, Jr. Vice President - Controller
/s/ John F. Creamer, Jr.
- -----------------------------
John F. Creamer, Jr. Vice Chairman of the Board and
Director
/s/ Milton P. DeVane
- -----------------------------
Milton P. DeVane Director
/s/ John E. Echlin, Jr.
- -----------------------------
John E. Echlin, Jr. Director
/s/ John F. Gustafson
- -----------------------------
John F. Gustafson Director
/s/ Donald C. Jensen
- -----------------------------
Donald C. Jensen Director
/s/ Trevor O. Jones
- -----------------------------
Trevor O. Jones Chairman of the Board and Director
/s/ Frederick J. Mancheski
- -----------------------------
Frederick J. Mancheski Director
/s/ Phillip S. Myers
- -----------------------------
Phillip S. Myers Director
/s/ William P. Nusbaum
- -----------------------------
William P. Nusbaum Director
/s/ Jerome G. Rivard
- -----------------------------
Jerome G. Rivard Director
EXHIBIT INDEX
Exhibit
No. Description
5. -Opinion of Jon P. Leckerling, Esq. as to the legality of the Common
Stock being offered under this Registration Statement.
24(a) -Consent of Price Waterhouse LLP.
24(b) -Consent of Counsel. (Included in Exhibit 5 hereto).
25. -Powers of Attorney. (Included on the signature page hereto).
<PAGE>
ECHLIN INC. [LOGO] EXHIBIT 5
100 Double Beach Road
Branford, CT 06405
April 9, 1997
Echlin Inc.
100 Double Beach Road
Branford, CT 06405
Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended, of 1,000,000 shares of common stock, one dollar ($1.00) par value,
of Echlin Inc., a Connecticut corporation ("Echlin"), to be offered pursuant to
Echlin's Performance Unit Plan, I have examined such corporate records and other
documents, including the registration statement on Form S-8, to be filed with
the Securities and Exchange Commission, relating to such shares (the
"Registration Statement"), and have reviewed such matters of law as I have
deemed necessary for this opinion. Based on such examination, I advise you that
in my opinion:
1. Echlin is a corporation duly organized and existing under the
laws of the State of Connecticut.
2. All necessary corporate action on the part of Echlin has been
taken to authorize the registration of shares of common stock
by Echlin, and when issued as contemplated in the Registration
Statement, such shares will be legally issued, fully paid and
nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Jon P. Leckerling
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Jon P. Leckerling
:jea
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EXHIBIT 24A
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 24, 1996, which appears on
page 31 of the 1996 Annual Report to Shareholders of Echlin Inc., which is
incorporated by reference in Echlin Inc.'s Annual Report on Form 10-K for the
year ended August 31, 1996. We also consent to the incorporation by reference of
our report on the Financial Statement Schedule, which appears on page 12 of such
Annual Report on Form 10-K.
/s/ Price Waterhouse
PRICE WATERHOUSE LLP
Stamford, Connecticut
April 7, 1997
