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As filed with the Securities and Exchange Commission on
June 24, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
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FEDERAL-MOGUL CORPORATION
(Exact name of issuer as specified in its charter)
Michigan
(State or other jurisdiction of incorporation or organization)
38-0533580 (I.R.S. Employer Identification No.)
26555 Northwestern Highway, Southfield, Michigan 48034
(Address of Principal Executive Offices) (Zip Code)
NON-EMPLOYEE DIRECTOR STOCK AWARD PLAN OF
FEDERAL-MOGUL CORPORATION
(Full title of the plan)
George N. Bashara, Jr.
Vice President, General Counsel and Secretary
Federal-Mogul Corporation
26555 Northwestern Highway
Southfield, Michigan 48034
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(810) 354-8662
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Offering Maximum
Title of Price Aggregate Amount of
Securities to Amount to be Per Offering Registration
be Registered Registered Share(1) Price(1) Fee
- ------------- ------------ --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock 50,000 shares $30.6875 $1,534,375 $529.00
- --------------------------------------------------------------------------
* The price shown is the average of the high and low prices of the Common
Stock on the New York Stock Exchange on June 23, 1994, in accordance with
Rule 457(h).
- --------------------------------------------------------------------------
/TABLE
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Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Federal-Mogul Corporation (the
"Company") with the Commission are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993;
(b) The Company's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1994; and
(c) Description of the Company's Common Stock contained in the
Prospectus forming a part of the Company's Registration
Statement on Form S-3 (No. 33-51265).
All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities
being offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by
reference and to be a part hereof from the date
of filing of each such document.
Item 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under
Section 12 of the Securities Exchange Act.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Stephanie G. Heim, who has rendered the opinion of counsel
attached hereto as Exhibit 5, is employed by the Company as its
Associate General Counsel and Assistant Secretary.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Michigan Business Corporation Act.
- ---------------------------------
The Company is organized under the Michigan Business Corporation
Act (the "MBCA") which, in general, empowers Michigan
corporations to indemnify a person who is a party or threatened
to be made a party to any civil, criminal, administrative or
investigative action, suit or proceeding (other than actions by
or in the right of the corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of
the corporation, or of another enterprise at such corporation's
request, against expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred in connection
therewith if such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders and, in the
case of a criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful. If a
person is successful in defending against a derivative action
or a third-party action, the MBCA requires that a
Michigan corporation indemnify the person against expenses
incurred in the action.
The MBCA also empowers Michigan corporations to provide similar
indemnity against expenses actually and reasonably incurred by
such a person in actions or suits by or int he right of the
corporation except in respect of any claim, issue or matter as
to which such persons is adjudged to be liable to the
corporation, unless and only to the extent that a court
determines that, despite the adjudication of the liability
but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity.
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Bylaws.
- ------
The Company's bylaws generally require the Company to indemnify
the directors and officers to the fullest extent permissible
under Michigan law against all expenses (including amounts paid
in settlement incurred in any proceeding (whether or not such
proceeding was by or in the right of the Company) in which they
were parties because of their positions as directors or officers
of the Company or because they served at the request of the
Company as directors, officers, employees, partners, trustees,
or agents of another corporation or entity. However, the
Company is not permitted to indemnify where the person has
been found liable in any action by or in the right of the
Company unless a court has determined that, despite the
adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnity. The provision also provides for the
advancement of litigation expenses at the request of a director
or officer under certain circumstances. Directors and officers
are entitled to bring suit against the Company for failure to
make a requested indemnification and the Company has the burden
of proof to show such indemnification to be improper.
The MBCA permits Michigan corporations to limit the persona
liability of directors for a breach of their fiduciary duty.
The Company's Articles of Incorporation, which limit liability
to the maximum extent permitted by law, provide that a director
of the Company shall not be personally liable to the Company or
its shareholders for monetary damages for breach of the
director's fiduciary duty. However, the
MBCA and the Articles of Incorporation do not eliminate or
limit the liability of a director for any of the following:
(i) a breach of the director's duty of loyalty to the Company
or its shareholders; (ii) acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation
of law; (iii) declaration of an unlawful dividend, stock
purchase or redemption; (iv) a transaction from which the
director derives an improper personal benefit; and (v)
an act or omission occurring prior to the date when the
provision becomes effective. As a result of the inclusion of
such a provision, shareholders of the Company may be unable
to recover monetary damages against directors for actions taken
by them which constitute negligence or gross negligence or
which are in violation of their fiduciary duties, although it
may be possible to obtain injunctive or other equitable relief
with respect to such actions.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The following exhibits are filed with this registration
statement:
Exhibit 4 Non-Employee Director Stock Award Plan of
Federal-Mogul Corporation
Exhibit 5 Opinion of Stephanie G. Heim with respect to the
legality of the Common Stock to be registered
hereunder
Exhibit 23.1 Consent of Ernst & Young
Exhibit 23.2 Consent of Stephanie G. Heim (contained in
Exhibit 5)
Exhibit 24.1 Power of Attorney of Directors and Officers
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Item 9. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes (a) 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, (b) that, for the purpose of
determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof, and
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) 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 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all 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 Southfield, State of Michigan,
on June 23, 1994.
FEDERAL-MOGUL CORPORATION
By: (Martin E. Welch III)
----------------------------
MARTIN E. WELCH III
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement or amendment thereto has been signed
by the following persons in the capacities indicated as of
June 23, 1994.
*
- -------------------------- Chairman of the Board, President
DENNIS G. GORMLEY and Chief Executive Officer,
Director
*
- -------------------------- Senior Vice President and Chief
MARTIN E. WELCH III Financial Officer
*
- -------------------------- Vice President and Controller
JAMES B. CARANO
*
- -------------------------- Director
JOHN J. FANNON
*
- -------------------------- Director
RODERICK M. HILLS
*
- -------------------------- Director
ANTONIO MADERO
*
- ------------------------- Director
WALTER J. McCARTHY JR.
*
- ------------------------- Director
ROBERT S. MILLER, JR.
*
- ------------------------- Director
JOHN C. POPE
*
- ------------------------- Director
HUGO MICHAEL SEKYRA
*By: (Stephanie G. Heim)
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Attorney-in-fact<PAGE>
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INDEX TO EXHIBITS
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Number Description
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Exhibit 4 Non-Employee Director Stock Award Plan of
Federal-Mogul Corporation
Exhibit 5 Opinion of Stephanie G. Heim with respect to the
legality of the Common Stock to be registered
hereunder
Exhibit 23.1 Consent of Ernst & Young
Exhibit 23.2 Consent of Stephanie G. Heim (contained in
Exhibit 5)
Exhibit 24.1 Power of Attorney of Directors and Officers
