HARVARD INDUSTRIES INC, S-8 POS, 1996-11-06

HARVARD INDUSTRIES INC
S-8 POS, 1996-11-06
FABRICATED RUBBER PRODUCTS, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1996
REGISTRATION NO. 33-90166
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

-------------------

HARVARD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

FLORIDA 27-0715310
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)

2502 NORTH ROCKY POINT DRIVE, SUITE 960
TAMPA, FLORIDA 33607
(Address of principal executive offices) (Zip code)

HARVARD INDUSTRIES, INC. STOCK OPTION PLAN

HARVARD INDUSTRIES, INC. NONEMPLOYEE
DIRECTOR STOCK OPTION PLAN

HARVARD INDUSTRIES, INC. 1995 EMPLOYEE
STOCK PURCHASE PLAN

(Full titles of the plans)

-------------------

RICHARD T. DAWSON, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
HARVARD INDUSTRIES, INC.
2502 NORTH ROCKY POINT DRIVE, SUITE 960
TAMPA, FLORIDA 33607
(Name and address of agent for service)

(813) 288-5000
(Telephone number, including area code, of agent for service)

Copies of all communications to:

MICHAEL L. JAMIESON, ESQ.
HOLLAND & KNIGHT
400 NORTH ASHLEY DRIVE
SUITE 2300
TAMPA, FLORIDA 33602

================================================================================

<PAGE>

INTRODUCTION

On March 9, 1995, Harvard Industries, Inc. ("Harvard-Delaware") filed
Registration No. 33-90166 on Form S-8 (the "Registration Statement), which
registered 900,000 shares of the Common Stock, par value $.01, of
Harvard-Delaware for issuance under the Harvard Industries, Inc. Stock Option
Plan, the Harvard Industries, Inc. Nonemployee Director Stock Option Plan, and
the Harvard Industries, Inc. Employee Stock Purchase Plan (collectively, the
"Plans"). The stockholders of Harvard-Delaware approved the reincorporation in
Florida via merger of Harvard-Delaware with and into its wholly-owned Florida
subsidiary, Harvard Merger Corporation ("Harvard-Florida"). As part of the
merger, Harvard-Florida, as the surviving corporation of the merger, changed its
name to Harvard Industries, Inc. By this Post-Effective Amendment No. 1,
Harvard-Florida adopts the Registration Statement as its own registration
statement for all purposes of the Securities Act of 1933, as amended (the
"Securities Act") and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), pursuant to Rule 414(d) as promulgated under the Securities
Act. In addition, Harvard-Florida files amendments and restatements of the Plans
as exhibits to the Registration Statement.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Commission by the registrant,
Harvard Industries, Inc., a Florida corporation (the "Registrant"), pursuant to
the Exchange Act, Commission File No. 0-21362, are incorporated by reference in
this Registration Statement:

(a) Annual Report on Form 10-K for the fiscal year ended September 30,
1995.

(b) (i) Quarterly Report on Form 10-Q for the quarter ended December
31, 1995.

(ii) Quarterly Report on Form 10-Q for the quarter ended March 31,
1996.

(iii) Quarterly Report on Form 10-Q for the quarter ended June 30,
1996.

(iv) Current Report on Form 8-K dated April 8, 1996.

(v) Current Report on Form 8-K dated October 29, 1996.

(vi) Report on Form 10-C dated October 2, 1996.

(vii) The description of the Common Stock, par value $.01 per share,
of the Registrant (the "Common Stock") contained in Amendment
No. 4 to the Registrant's Registration Statement on Form 10/A,
filed May 2, 1996 (Commission File No. 0-21362), and Amendment
No. 2 to the Registrant's Registration Statement on Form
8-A/A, filed June 18, 1996 (Commission File No. 0-21362), and
the Registrant's Form 8-B, filed June 18, 1996 (Commission
File No. 0-21362).

(c) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant is a Florida corporation. The Florida Business Corporation
Act, as amended (the "Florida Act"), provides that, in general, a business
corporation may indemnify any person who is or was a party to any proceeding
(other than an action by, or in the right of, the corporation) by reason of the
fact that he is or was a director or officer of the corporation, against
liability incurred in connection with such proceeding, including any appeal
thereof, provided certain standards are met, including that such officer or
director acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation, and provided, further
that, with respect to any criminal action or proceeding, the officer or director
had no reasonable cause to believe his conduct was unlawful. In the case of
proceedings by or in the right of the corporation, the Florida Act provides
that, in general, a corporation may indemnify any person who was or is a party
to any such proceeding by reason of the fact that he is or was a director or
officer of the corporation against expenses and amounts paid in settlement
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including any appeal thereof, provided that such person acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, except that no indemnification shall
be made in respect of any claim as to which such person is adjudged liable
unless a court of competent jurisdiction determines upon application that such
person is fairly and reasonably entitled to indemnity. To the extent that any
officers or

<PAGE>

directors are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director or officer had reasonable cause to believe his
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a
transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a conscious disregard for the best interests of the corporation in
a proceeding by or in the right of the corporation to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder. Article VIII of
the Registrant's Bylaws provides that the Registrant shall indemnify any
director, officer, employee or agent or any former director, officer, employee
or agent.

The Registrant has purchased insurance with respect to, among other
things, any liabilities that may arise under the statutory provisions referred
to above.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

4.1 Articles of Incorporation of the Registrant, filed with the
Secretary of State of Florida on February 8, 1996 (incorporated by
reference to Exhibit 3.3 to the Registrant's Form 8-K as filed on
April 8, 1996 (Commission File No. 0-21362)).

4.2 Articles of Amendment to Articles of Incorporation of the
Registrant, filed with the Secretary of State of Florida on March
22, 1996 (incorporated by reference to exhibit 3.4 to the
Registrant's Form 8-K as filed on April 8, 1996 (Commission File No.
0-21362)).

4.3 By-Laws of the Registrant (incorporated by reference to Exhibit 3.5
to the Registrant's Form 8-K as filed on April 8, 1996 (Commission
File No. 0-21362)).

4.4 Rights Agreement dated as of October 18, 1994, between the
Registrant and Shawmut Bank Connecticut National Association, as
Rights Agent (incorporated by reference to Exhibit 2 to Registrant's
Form 8-A as filed with the Securities and Exchange Commission on
October 24, 1994) (Commission File No. 0-21362)).

4.5 Amendment No. 1 to Rights Agreement, dated as of June 12, 1995,
between the Registrant and Fleet National Bank (formerly Shawmut
Bank Connecticut National Association), as Rights Agent
(incorporated by reference to Exhibit 1 to Amendment No. 1 to the
Registration Statement on Form 8-A/A of the Registrant as filed with
the Securities and Exchange Commission on June 20, 1995 (Commission
File No. 0-21362)).

4.6 Amendment No. 2 to Rights Agreement, dated as of May 31, 1996,
between the Registrant and Fleet National Bank (formerly Shawmut
Bank Connecticut National Association), as Rights Agent
(incorporated by reference to Exhibit 3 to Amendment No. 2 to the
Registration Statement on Form 8-A/A of the Registrant as filed with
the Securities and Exchange Commission on June 18, 1996 (Commission
File No. 0-21362)).

4.7 Form of Rights Certificate (incorporated by reference to Exhibit A
to Exhibit 2 to Registrant's Form 8-A filed with the Securities and
Exchange Commission on October 24, 1994 (Commission File No.
0-21362)).

<PAGE>

4.8 Form of Stock Certificate for the Common Stock of the Registrant
(incorporated by reference to Exhibit 4.2 to Amendment No. 4 to
Form 10/A, dated May 2, 1996, of the Registrant (Commission File
No. 0-21362)).

4.9 Harvard Industries, Inc. Stock Option Plan, As Amended and Restated
Effective September 1, 1996.

4.10 Harvard Industries, Inc. Nonemployee Director Stock Option Plan, As
Amended and Restated Effective September 1, 1996.

4.11 Harvard Industries, Inc. Employee Stock Purchase Plan, As Amended
and Restated Effective September 1, 1996.

4.12 Certificate of Designation, Preferences and Rights of Series A
Preferred Stock of the Registrant.

5.1 Opinion of Holland & Knight re legality of the Common Stock.

23.1 Consent of Holland & Knight (included in Exhibit 5.1)

23.2 Consent of KPMG Peat Marwick LLP, dated October 31, 1996.

23.3 Consent of Price Waterhouse LLP, dated October 31, 1996.

24.1 Powers of Attorney included on signature page.

ITEM 9. UNDERTAKINGS.

a) 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 herein, 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.

(b) 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 (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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions (see Item 6) 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

<PAGE>

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.

<PAGE>

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 on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tampa, State of Florida,
on November 6, 1996.

HARVARD INDUSTRIES, INC.

By: /s/ JOSEPH J. GAGLIARDI
---------------------------------
Joseph J. Gagliardi
Vice President - Finance and
Chief Financial Officer

KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard T. Dawson and Arnold M.
Sheidlower, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any and all amendments
to this registration statement and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the date indicated.

SIGNATURES TITLE DATE
---------- ----- ----

/s/ VINCENT J. NAIMOLI Chairman of the Board, President, November 6, 1996
- -------------------------- Chief Executive Officer and
Vincent J. Naimoli Director (Principal Executive
Officer)

/s/ JOSEPH J. GAGLIARDI Vice President-Finance and Chief November 6, 1996
- -------------------------- Financial Officer (Principal
Joseph J. Gagliardi Financial Officer)

/s/ WILLIAM J. WARREN Vice President and Chief November 6, 1996
- -------------------------- Accounting Officer (Principal
William J. Warren Accounting Officer)

/s/ C. SCOTT BARTLETT, JR. Director November 6, 1996
- --------------------------
C. Scott Bartlett, Jr.

/s/ MICHAEL HOFFMAN Director November 6, 1996
- --------------------------
Michael Hoffman

/s/ JOSEPH P. HOAR Director November 6, 1996
- --------------------------
Joseph P. Hoar

- --------------------------
John W. Adams Director __________, 1996

<PAGE>

<TABLE>
<CAPTION>
INDEX TO EXHIBITS

SEQUENTIAL
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
<S> <C> <C>

4.1 Articles of Incorporation of the Registrant, filed with the
Secretary of State of Florida on February 8, 1996 (incorporated
by reference to Exhibit 3.3 to the Registrant's Form 8-K as
filed on April 8, 1996 (Commission File No. 0-21362)).

4.2 Articles of Amendment to Articles of Incorporation of the
Registrant, filed with the Secretary of State of Florida on
March 22, 1996 (incorporated by reference to exhibit 3.4 to the
Registrant's Form 8-K as filed on April 8, 1996 (Commission File
No. 0-21362)).

4.3 By-Laws of the Registrant (incorporated by reference to Exhibit
3.5 to the Registrant's Form 8-K as filed on April 8, 1996
(Commission File No. 0-21362)).

4.4 Rights Agreement dated as of October 18, 1994, between the
Registrant and Shawmut Bank Connecticut National Association, as
Rights Agent (incorporated by reference to Exhibit 2 to
Registrant's Form 8-A as filed with the Securities and Exchange
Commission on October 24, 1994) (Commission File No. 0-21362)).

4.5 Amendment No. 1 to Rights Agreement, dated as of June 12, 1995,
between the Registrant and Fleet National Bank (formerly Shawmut
Bank Connecticut National Association), as Rights Agent
(incorporated by reference to Exhibit 1 to Amendment No. 1 to
the Registration Statement on Form 8-A/A of the Registrant as
filed with the Securities and Exchange Commission on June 20,
1995 (Commission File No. 0-21362)).

4.6 Amendment No. 2 to Rights Agreement, dated as of May 31, 1996,
between the Registrant and Fleet National Bank (formerly Shawmut
Bank Connecticut National Association), as Rights Agent
(incorporated by reference to Exhibit 3 to Amendment No. 2 to
the Registration Statement on Form 8-A/A of the Registrant as
filed with the Securities and Exchange Commission on June 18,
1996 (Commission File No. 0-21362)).

4.7 Form of Rights Certificate (incorporated by reference to Exhibit
A to Exhibit 2 to Registrant's Form 8-A filed with the
Securities and Exchange Commission on October 24, 1994
(Commission File No. 0-21362)).

4.9 Harvard Industries, Inc. Stock Option Plan, As Amended and
Restated Effective September 1, 1996.

4.10 Harvard Industries, Inc. Nonemployee Director Stock Option Plan,
As Amended and Restated Effective September 1, 1996.

4.11 Harvard Industries, Inc. Employee Stock Purchase Plan, As
Amended and Restated Effective September 1, 1996.

<PAGE>

4.12 Certificate of Designation, Preferences and Rights of Series A
Preferred Stock of the Registrant.

5.1 Opinion of Holland & Knight re legality of the Common Stock.

23.1 Consent of Holland & Knight (included in Exhibit 5.1)

23.2 Consent of KPMG Peat Marwick LLP, dated October 31, 1996.

23.3 Consent of Price Waterhouse LLP, dated October 31, 1996.

24.1 Powers of Attorney included on signature page.
</TABLE>

EXHIBIT 4.9

HARVARD INDUSTRIES, INC. STOCK OPTION PLAN

<PAGE>

HARVARD INDUSTRIES, INC. STOCK OPTION PLAN

AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 1996

ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION

1.1 ESTABLISHMENT OF THE PLAN. The Board of Directors of the Company
adopted, and the Company's shareholders approved, the Harvard Industries, Inc.
Stock Option Plan (the "Plan"), effective January 19, 1994. In accordance with
Section 7.1 of the Plan, the Board of Directors of the Company has amended the
Plan, as set forth in this document, effective September 1, 1996. The Plan
permits the grant of Incentive Stock Options and Nonqualified Stock Options to
Employees.

1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the success
and enhance the value of the Company by linking the personal interests of
Participants to those of Company shareholders, and by providing Participants
with an incentive for outstanding performance.

The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants upon whose
judgment, interest, and special effort the successful conduct of its business
largely is dependent.

1.3 DURATION OF THE PLAN. The Plan shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Article 7 herein, until all Shares subject to it shall have been purchased or
acquired according to the Plan's provisions. However, in no event may an Option
be granted under the Plan on or after January 19, 2004.

ARTICLE 2. DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings set
forth below and, when the meaning is intended, the initial letter of the word is
capitalized:

2.1 "AWARD AGREEMENT" means an agreement entered into by the Company and
each Participant, as described in Section 6.2 herein.

2.2 "BENEFICIAL OWNER" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

2.3 "BOARD" OR "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

2.4 "CAUSE" means: (i) willful and gross misconduct on the part of a
Participant that is materially and demonstrably detrimental to the Company; or
(ii) job performance that falls substantially below the standards reasonably
expected of the Participant; or (iii) the conviction of a Participant for one or
more acts which constitute a felony under United States Federal, state, or local
law. "Cause" under either (i), (ii), or (iii) shall be determined in good faith
by a written resolution duly adopted by the Board.

2.5 "CHANGE IN CONTROL" of the Company shall be deemed to have occurred
if:

(a) Any Person other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a
corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company
representing twenty-five percent (25%) or more of the combined
voting power of the Company's then outstanding voting securities;

(b) During any period of two (2) consecutive years (not including any
period prior to the Effective Date), individuals who at the
beginning of such period constitute the Board, and any new
Director of the Company other than a Director designated by a
Person who has entered into an agreement with the Company to
effect a transaction described in clauses

<PAGE>

(a) or (c) of this Subsection 2.5(b) whose election by the Board
or nomination for election by the stockholders of the Company, was
approved by a vote of at least two-thirds (2/3) of the Directors
of the Board, then still in office who either were Directors at
the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to
constitute a majority thereof; or

(c) The shareholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least fifty
percent (50%) of the combined voting power of the voting
securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the
shareholders of the Company approve a plan of complete liquidation
of the Company, or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.

However, in no event shall a "Change in Control" be deemed to have
occurred with respect to a Participant, if the Participant is part of a
purchasing group which consummates the Change-in-Control transaction. A
Participant shall be deemed "part of a purchasing group" for purposes of the
preceding sentence if the Participant is an equity participant in the purchasing
company or group (except for: (i) passive ownership of less than three percent
(3%) of the stock of the purchasing company; or (ii) ownership of equity
participation in the purchasing company or group which is otherwise not
significant, as determined prior to the Change in Control by a majority of the
nonemployee continuing Directors).

2.6 "CODE" means the Internal Revenue Code of 1986, as amended.

2.7 "COMPANY" means Harvard Industries, Inc., a Delaware corporation, or
any successor thereto as provided in Section 10.3 herein.

2.8 "DIRECTOR" means any individual who is a member of the Board of
Directors of the Company.

2.9 "EMPLOYEE" means any full-time, nonunion employee of the Company.
Directors who are not otherwise employed by the Company shall not be considered
Employees under the Plan.

2.10 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.

2.11 "FAIR MARKET VALUE" means the closing price per Share on the relevant
date as reported in THE WALL STREET JOURNAL for sales traded on the NASDAQ
system for such date or, if there were no sales on such date, for the next
preceding date on which there were such sales, or if Shares cease to be traded
on the NASDAQ system, as the Board shall determine.

2.12 "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase Shares
granted under Article 6 herein, which is intended to satisfy the requirements of
Code Section 422.

2.13 "INSIDER" shall mean an Employee who is, on the relevant date, an
officer, director, or ten percent (10%) beneficial owner of the Company, as
defined under Section 16 of the Exchange Act.

2.14 "NONQUALIFIED STOCK OPTION" OR "NQSO" means an option to purchase
Shares, granted under Article 6 herein, which is not intended to qualify as an
ISO pursuant to Code Section 422.

2.15 "OPTION" shall mean an ISO or NQSO granted under the Plan.

2.16 "OPTION PRICE" means the price at which a Share may be purchased by a
Participant pursuant to an Option, as determined by the Board.

<PAGE>

2.17 "PARTICIPANT" means an Employee of the Company who has outstanding an
Option granted under the Plan.

2.18 "PERSON" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d).

2.19 "RULE 16B-3" means Rule 16b-3 under the Exchange Act, as such Rule
may be amended from time to time.

2.20 "SHARES" means the shares of common stock, par value $.01 per share,
of Harvard Industries, Inc.

2.21 "WINDOW PERIOD" means the period beginning on the third business day
following the date of public release of the Company's quarterly or annual sales
and earnings information, and ending on the twelfth business day following such
date.

ARTICLE 3. ADMINISTRATION

3.1 ADMINISTRATION BY THE BOARD OF DIRECTORS. The Plan shall be
administered by the Board. The Board shall have the full power, except as
limited by law or by the Articles of Incorporation or Bylaws of the Company, and
subject to the provisions herein, to determine the sizes of grants of Options;
to determine whether to grant ISOs or NQSOs; to determine the terms and
conditions of Option grants in a manner consistent with the Plan; to direct that
valuations be conducted; to determine Fair Market Value in reliance on the
results of the valuations; to adjust the results of the valuations in any manner
deemed appropriate by the Board to ensure that the determination of Fair Market
Value is consistent throughout the term of the Plan; to construe and interpret
the Plan and any agreement or instrument entered into under the Plan; to
establish, amend, or waive rules and regulations for the Plan's administration;
and (subject to the provisions of Article 7 herein) to amend the terms and
conditions of the Plan and/or any outstanding Option to the extent such terms
and conditions are within the discretion of the Board as provided in the Plan.
Further, the Board shall make all other determinations which may be necessary or
advisable for the administration of the Plan. As permitted by law, the Board may
delegate its authorities as identified hereunder.

3.2 DECISIONS BINDING. All determinations and decisions made by the Board
pursuant to the provisions of the Plan, and all related orders and resolutions
of the Board of Directors shall be final, conclusive, and binding on all
persons, including the Company, its stockholders, Employees, Participants, and
their estates and beneficiaries.

ARTICLE 4. SHARES SUBJECT TO THE PLAN.

4.1 NUMBER OF SHARES. Subject to adjustment as provided in Section 4.3
herein, the total number of Shares available for grant under the Plan may not
exceed three hundred fifty thousand (350,000). These Shares may be either
authorized but unissued or reacquired Shares.

4.2 LAPSED AWARDS. If any Option granted under the Plan is canceled,
terminates, expires, or lapses for any reason, any Shares subject to such Option
again shall be available for grant of an Option under the Plan. In addition, any
Options cancelled in exchange for a payment in the form of cash shall again be
available for grant under the Plan. However, in the event that prior to the
Award's termination, expiration, or lapse, the holder of the Award at any time
received one or more "benefits of ownership" pursuant to such Award (as defined
by the Securities and Exchange Commission, pursuant to any rule or
interpretation promulgated under Section 16 of the Exchange Act), the Shares
subject to such Award shall not be made available for regrant under the Plan.

4.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368), or any partial or complete liquidation of the Company, such adjustment
shall be made in the number and class of Shares which may be delivered under the
Plan, and in the number and class of and/or price of Shares subject to
outstanding Awards granted under the Plan, as may be determined to be
appropriate and equitable by the Board, in its sole discretion, to prevent
dilution or enlargement of rights; provided, however, that the number of Shares
subject to any Award shall always be a whole number.

<PAGE>

ARTICLE 5. ELIGIBILITY AND PARTICIPATION

5.1 ELIGIBILITY. Persons eligible to participate in the Plan include all
Employees of the Company, including Employees who are members of the Board.

5.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the Board
may, from time to time, select all eligible Employees, those to whom Options
shall be granted, and shall determine the nature and amount of each Option
grant.

ARTICLE 6. STOCK OPTIONS

6.1 GRANTS OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Employees at any time and from time to time as shall
be determined by the Board. The Board shall have discretion in determining the
number of Shares subject to Options granted to each Participant; provided,
however, no "executive officer" (within the meaning of Section 3 of the Exchange
Act) shall be granted more than fifty percent (50%) of the number of shares
underlying options granted in any fiscal year. The Board may grant ISOs, NQSOs,
or combination thereof.

6.2 AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Board shall determine. The Option Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Section 422 of the Code,
or NQSO whose grant is intended not to fall under the Code provisions of Section
422.

6.3 OPTION PRICE. The Option Price for each grant for an Option under this
Section 6.3 shall be at least equal to one hundred percent (100%) of the Fair
Market Value of a Share on the date the Option is granted.

In addition, the Board may grant Options which have Option Prices that
increase over time, upon such terms as the Board, in its sole discretion, deems
appropriate.

6.4 DURATION OF OPTIONS. Each Option shall expire at such time as the
Board shall determine; provided, however, that no Option shall be exercisable
later than the tenth (10th) anniversary date of its grant.

6.5 EXERCISE OF OPTIONS. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Board shall in each instance approve, which need not be the same for each
grant or for each Participant. However, in no event may any Option granted under
this Plan become exercisable prior to six (6) months following the date of its
grant or, if later, the date on which shareholders of the Company approve the
Plan.

6.6 PAYMENT. Options shall be exercised by the delivery of a written
notice of exercise to the Company, setting forth the number of Shares with
respect to which the Option is to be exercised, accompanied by full payment for
the Shares. The Option Price upon exercise of any Option shall be payable to the
Company in full in cash or its equivalent.

As soon as practicable after receipt of a written notification of exercise
and full payment, the Company shall deliver to the Participant, in the
Participant's name, Share certificates in an appropriate amount based upon the
number of Shares purchased under the Option.

6.7 RESTRICTIONS ON SHARE TRANSFERABILITY. The Board may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option under
the Plan as it may deem advisable, including, without limitation, restrictions
under applicable Federal securities laws, under the requirements of any stock
exchange or market upon which such Shares are then listed and/or traded, and
under any blue sky or state securities laws applicable to such Shares.

6.8 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT.

<PAGE>

6.9 TERMINATION BY DEATH. In the event the employment of a Participant is
terminated by reason of death, all outstanding Options granted to that
Participant shall immediately vest one hundred percent (100%), and shall remain
exercisable at any time prior to their expiration date, or for three (3) years
after the date of death, whichever period is shorter, by such person or persons
as shall have been named as the Participant's beneficiary, or by such persons
that have acquired the Participant's rights under the Option by will or by the
laws of descent and distribution.

6.10 TERMINATION BY DISABILITY. In the event the employment of a
Participant is terminated by reason of Permanent and Total Disability (as
determined by the Board), all outstanding Options granted to the Participant
shall immediately vest one hundred percent (100%) as of the date of Permanent
and Total Disability and shall remain exercisable at any time prior to their
expiration date, or for three (3) years after the date of Permanent and Total
Disability, whichever period is shorter.

6.11 TERMINATION BY RETIREMENT. In the event the employment of a
Participant is terminated by reason of Retirement (as determined by the Board),
all outstanding Options granted to that Participant shall immediately vest one
hundred percent (100%), and shall remain exercisable at any time prior to their
expiration date, or for three (3) years after the effective date of Retirement,
whichever period is shorter.

6.12 EMPLOYMENT TERMINATION FOLLOWED BY DEATH. In the event that a
Participant's employment terminates by reason of Disability or Retirement, and
within the exercise period following such termination the Participant dies, then
the remaining exercise period under outstanding Options shall equal the
remaining portion of the exercise period which was triggered by the employment
termination. Such Options shall be exercisable by such person or persons who
shall have been named as the Participant's beneficiary, or by such persons who
have acquired the Participant's rights under the Option by will or by the laws
of descent and distribution.

6.13 EXERCISE LIMITATIONS ON ISOS. In the case of ISOs, the tax treatment
prescribed under Section 422 of the Internal Revenue Code of 1986, as amended,
may not be available if the Options are not exercised within the Section 422
prescribed time periods after each of the various types of employment
termination.

6.14 TERMINATION OF EMPLOYMENT FOR OTHER REASONS. If the employment of a
Participant shall terminate for any reason other than the reasons set forth in
Section 6.8, all Options held by the Participant which are not vested as of the
effective date of employment termination immediately shall be forfeited to the
Company (and shall once again become available for grant under the Plan).
However, the Board, in its sole discretion, shall have the right to immediately
vest all or any portion of such Options, subject to such terms as the Board, in
its sole discretion, deems appropriate.

Options which are vested as of the effective date of employment
termination may be exercised by the Participant within the period beginning on
the effective date of employment termination, and ending three (3) months after
such date.

6.15 CHANGE IN CONTROL. Upon the occurrence of a Change in Control, unless
specifically prohibited by governing law, any and all outstanding Options
granted hereunder shall become immediately exercisable, and shall remain
exercisable throughout their entire term.

6.16 NONTRANSFERABILITY OF OPTIONS. No Option granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, all
Options granted to a Participant under the Plan shall be exercisable during his
or her lifetime only by such Participant.

ARTICLE 7. AMENDMENT, MODIFICATION, AND TERMINATION

7.1 AMENDMENT, MODIFICATION, AND TERMINATION. The Board may at any time
and from time to time, alter, amend, suspend or terminate the Plan in whole or
in part; provided, that no amendment which requires shareholder approval in
order for the Plan to continue to comply with Section 422 of the Code or Section
162(m) of the Code shall be effective unless such amendment shall be approved by
the requisite vote of shareholders of the Company entitled to vote thereon.

<PAGE>

7.2 AWARDS PREVIOUSLY GRANTED. No termination, amendment or modification
of the Plan shall adversely affect in any material way any Option previously
granted under the Plan, without the written consent of the Participant holding
such Option.

ARTICLE 8. WITHHOLDING.

8.1 TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or to require a Participant to remit to the Company, an
amount sufficient to satisfy Federal, state, and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any taxable event arising or as a result of this Plan. Participants may remit
any required taxes in the form of cash or Shares of the Company.

8.2 SHARE WITHHOLDING. Subject to such conditions as the Board may
prescribe, participants may elect, subject to the approval of the Board, to
satisfy the withholding requirement, in whole or in part, by having the Company
withhold Shares having a Fair Market Value on the date the tax is to be
determined equal to the an amount not to exceed the statutory total tax which
could be imposed on the transaction. Except as otherwise determined by the
Board, all elections shall be irrevocable, made in writing, signed by the
Participant, and elections by Insiders shall additionally comply with either (a)
or (b) below:

(a) The Insider must deliver written notice of the stock withholding
election to the Board at least six (6) months prior to the date
specified by the Insider on which the exercise of the Option is
to occur; or

(b) The Insider must make the stock withholding election in
connection with an exercise of an Option which occurs during a
Window Period.

ARTICLE 9. BENEFICIARY DESIGNATION

Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in the event of his or her death
(and/or who may exercise the Participant's vested Options following his or her
death). Each designation will revoke all prior designations by the same
Participant, shall be in a form prescribed by the Board, and will be effective
only when filed by the Participant in writing with the Board during his or her
lifetime. In the absence of any such designation, benefits remaining unpaid at
the Participant's death shall be paid to the Participant's estate (and, subject
to the terms and provisions of the Plan, any unexercised vested Options may be
exercised by the administrator or executor of the Participant's estate).

ARTICLE 10. MISCELLANEOUS

10.1 EMPLOYMENT. Nothing in the Plan shall interfere with or limit in any
way the right of the Company to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ of the
Company.

10.2 INDEMNIFICATION. Each person who is or shall have been a member of
the Board shall be indemnified and held harmless by the Company against and from
any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be involved by reason of any action
taken or failure to act under the Plan and against and from any and all amounts
paid by him or her in settlement thereof, with the Company's approval, or paid
by him or her in satisfaction of any judgment in any such action, suit, or
proceeding against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf. The foregoing right
of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled under the Company's Certificate of
Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the
Company may have to indemnify them or hold them harmless.

10.3 SUCCESSORS. All obligations of the Company under the Plan shall be
binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or assets of the
Company.

<PAGE>

10.4 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

10.5 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

10.6 REQUIREMENTS OF LAW. The granting of Options and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required. Transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act. To the extent that any provision of this Plan
or action by the Board fails to comply with Rule 16b-3, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Board.

10.7 GOVERNING LAW. To the extent not preempted by Federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of Delaware.

EXHIBIT 4.10

HARVARD INDUSTRIES, INC. NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

<PAGE>

HARVARD INDUSTRIES, INC.
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 1996

ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION

1.1 ESTABLISHMENT OF THE PLAN. The Board of Directors of the Company
adopted, and the Company's shareholders approved, the Harvard Industries, Inc.
Nonemployee Director Stock Option Plan effective January 19, 1994. In accordance
with Section 7.1 of the Plan, the Board of Directors of the Company has amended
the Plan, as set forth in this document, effective September 1, 1996. The Plan
permits the grant of Nonqualified Stock Options to Nonemployee Directors,
subject to the terms and provisions set forth herein.

1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the success
and enhance the value of the Company by linking the personal interests of
Nonemployee Directors to those of Company shareholders, and to attract and
retain Nonemployee Directors of outstanding competence.

ARTICLE 2. DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings set
forth below and, when the meaning is intended, the initial letter of the word is
capitalized:

2.1 "AWARD" means an Option granted under the Plan.

2.2 "AWARD AGREEMENT" means an agreement entered into by and between the
Company and a Nonemployee Director, setting forth the terms and provisions
applicable to an Award granted under the Plan.

2.3 "BOARD" OR "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

2.4 "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.

2.5 "COMPANY" means Harvard Industries, Inc., a Delaware corporation, or
any successor thereto as provided in Section 9.6 herein.

2.6 "DIRECTOR" means any individual who is a member of the Board of
Directors of the Company.

2.7 "EMPLOYEE" means any full-time, nonunion employee of the Company. For
purposes of the Plan, an individual whose only employment relationship with the
Company is as a Director, shall not be deemed to be an Employee.

2.8 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.

2.9 "FAIR MARKET VALUE" means the closing price per Share on the relevant
date as reported in THE WALL STREET JOURNAL for sales traded on the NASDAQ
system for such date or, if there were no sales on such date, for the next
preceding date on which there were such sales, or if Shares case to be traded on
the NASDAQ system, as the Board shall determine.

2.10 "NONEMPLOYEE DIRECTOR" means any individual who is a member of the
Board of Directors of the Company, but who is not otherwise an Employee of the
Company.

<PAGE>

2.11 "NONQUALIFIED STOCK OPTION" OR "NQSO" means an option to purchase
Shares, granted under Article 6 herein.

2.12 "OPTION" means a Nonqualified Stock Option granted under the Plan.

2.13 "OPTION PRICE" means the price at which a Share may be purchased
under an Option.

2.14 "PARTICIPANT" means a Nonemployee Director of the Company who has
outstanding an Option granted under the Plan.

2.15 "RULE 16B-3" means Rule 16b-3 under the Exchange Act, as such Rule
may be amended from time to time.

2.16 "SHARES" means the shares of common stock, par value $.01 per share,
of Harvard Industries, Inc.

ARTICLE 3. ADMINISTRATION

3.1 ADMINISTRATION BY THE BOARD. The Board shall have the full power,
discretion, and authority to interpret and administer the Plan in a manner which
is consistent with the Plan's provisions. However, in no event shall the Board
have the power to determine Plan eligibility, or to determine the number, the
value, the vesting period, or the timing of Awards to be made under the Plan
(all such determinations are automatic pursuant to the provisions of the Plan).

3.2 DECISIONS BINDING. All determinations and decisions made by the Board
pursuant to the provisions of the Plan, and all related orders or resolutions of
the Board shall be final, conclusive, and binding on all persons, including the
Company, its stockholders, employees, Participants, and their estates and
beneficiaries.

ARTICLE 4. SHARES SUBJECT TO THE PLAN.

4.1 NUMBER OF SHARES. Subject to adjustment as provided in Section 4.3
herein, the total number of Shares available for grant under the Plan may not
exceed fifty thousand (50,000). These Shares may be either authorized but
unissued or reacquired Shares.

4.2 LAPSED AWARDS. If any Option granted under the Plan is canceled,
expires, or lapses for any reason, any Shares subject to such Option again shall
be available for grant of an Option under the Plan. However, in the event that
prior to the Award's termination, expiration, or lapse, the holder of the Award
at any time received one or more "benefits of ownership" pursuant to such Award
(as defined by the Securities and Exchange Commission, pursuant to any rule or
interpretation promulgated under Section 16 of the Exchange Act), the Shares
subject to such Award shall not be made available for regrant under the Plan.

4.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, Share combination, or other change in the corporate
structure of the Company affecting the Shares, the Board may make such
adjustments to outstanding Awards as may be determined to be appropriate and
equitable by the Board, in its sole discretion, to prevent dilution or
enlargement of rights.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION

5.1 ELIGIBILITY. Persons eligible to participate in the Plan are limited
to Nonemployee Directors who are serving on the Board on the date of each
scheduled grant under the Plan.

5.2 ACTUAL PARTICIPATION. All eligible Nonemployee Directors shall receive
grants of Options pursuant to the terms and provisions set forth in Article 6
herein.

<PAGE>

ARTICLE 6. NONQUALIFIED STOCK OPTIONS

6.1 GRANTS OF OPTIONS TO CURRENT DIRECTORS. Each individual who is a
Nonemployee Director on January 19, 1994 shall be granted an Option to purchase
four thousand (4,000) Shares, effective January 19, 1994 and six thousand
(6,000) Shares, effective June 7, 1994. Thereafter, on January 19, 1996 and on
each subsequent anniversary of such date prior to the termination of the Plan,
each such Nonemployee Director shall automatically be issued an Option pursuant
to the Plan to purchase 2,000 shares of Stock. The specific terms and provisions
of such Options shall be incorporated in Award Agreements, executed pursuant to
Section 6.4 of the Plan.

6.2 GRANTS OF OPTIONS TO NEWLY ELECTED DIRECTORS. During the term of this
Plan, each individual who is first elected to serve as a Nonemployee Director
after January 19, 1994 shall be granted an Option to purchase four thousand
(4,000) Shares, effective one (1) business day following the date of such
election. Thereafter, on the second and each subsequent anniversary of such date
prior to the termination of the Plan, each such Nonemployee Director shall
automatically be issued an Option pursuant to the Plan to purchase 2,000 shares
of Stock. The specific terms and provision of such Options shall be incorporated
in Award Agreements, executed pursuant to Section 6.4 of the Plan.

6.3 LIMITATION ON GRANT OF OPTIONS. Other than those grants of Options set
forth in Sections 6.1 and 6.2 herein, no additional Options shall be granted
under the Plan. Moreover, no individual shall be entitled to receive a grant of
Options under both Sections 6.1 and 6.2 herein.

6.4 OPTION AWARD AGREEMENT. Each Option grant shall be evidenced by an
Award Agreement that shall specify the Option Price, the duration of the Option,
the number of Shares available for purchase under the Option, and such other
provisions as the Board shall determine.

6.5 OPTION PRICE. The purchase price per Share available for purchase
under an Option shall equal the Fair Market Value of a Share on the date the
Option is granted.

6.6 DURATION OF OPTIONS. Each Option shall expire on the tenth (10th)
anniversary date of its grant.

6.7 VESTING OF SHARES SUBJECT TO OPTION. Subject to the terms of this
Plan, all Options granted under this Plan shall be one hundred percent (100%)
vested upon the date of grant, and shall remain exercisable until the tenth
anniversary of their grant date.

6.8 TERMINATION OF DIRECTORSHIP. In the event a Participant ceases to be a
Director for any reason, all outstanding Options shall remain exercisable for
three (3) years following the date the Director's service on the Board
terminates, or until their expiration date, whichever period is shorter.

6.9 PAYMENT. Options shall be exercised by the delivery of a written
notice of exercise to the Company, setting forth the number of Shares with
respect to which the Option is to be exercised, accompanied by full payment for
the Shares. The Option Price upon exercise of any Option shall be payable to the
Company in full in cash or its equivalent.

6.10 RESTRICTIONS ON SHARE TRANSFERABILITY. The Board shall impose such
restrictions on any Shares acquired pursuant to the exercise of an Option under
the Plan, as it may deem advisable, including, without limitation, restrictions
under applicable Federal securities laws, under the requirements of any stock
exchange or market upon which such Shares are then listed and/or traded, and
under any blue sky or state securities laws applicable to such Shares.

6.11 NONTRANSFERABILITY OF OPTIONS. No Option granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and

<PAGE>

distribution. Further, all Options granted to a Participant under the Plan shall
be exercisable during his or her lifetime only by such Participant.

ARTICLE 7. AMENDMENT, MODIFICATION, AND TERMINATION

7.1 AMENDMENT, MODIFICATION, AND TERMINATION. Subject to the terms set
forth in this Section 7.1, the Board may terminate, amend, or modify the Plan at
any time and from time to time; provided, however, that the provisions set forth
in the Plan regarding the amount of securities to be awarded to Directors, the
price of securities awarded to Directors, and the timing of awards to Directors,
may not be amended more than once within any six (6) month period, other than to
conform with changes in the Code, the Employee Retirement Income Security Act of
1974 as amended from time to time, or the rules thereunder.

Without the approval of the stockholders of the Company (to the extent
required by the Code, by Section 16 of the Exchange Act, by any national
securities exchange or system on which the Shares are then listed or reported,
or by a regulatory body having jurisdiction with respect hereto) no such
termination, amendment, or modification may:

(a) Materially increase the total number or value of Shares which
may be available for grants of Awards under the Plan, except as
provided in Section 4.3 herein; or

(b) Materially change the class of Participants eligible to
participate in the Plan; or

7.2 AWARDS PREVIOUSLY GRANTED. Unless required by law, no termination,
amendment, or modification of the Plan shall in any manner adversely affect any
Award previously granted under the Plan, without the written consent of the
Participant holding the Award.

ARTICLE 8. BENEFICIARY DESIGNATION

ARTICLE 9. MISCELLANEOUS

9.1 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

9.2 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

9.3 NO RIGHT OF NOMINATION. Nothing in the Plan shall be deemed to create
any obligation on the part of the Board to nominate any Director for reelection
by the Company's shareholders.

9.4 ADDITIONAL COMPENSATION. Shares granted under the Plan shall be in
addition to any annual retainer, attendance fees, or other compensation payable
to each Participant as a result of his or her service on the Board.

<PAGE>

9.5 SUCCESSORS. All obligations of the Company under the Plan, with
respect to Awards granted hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.

9.6 REQUIREMENTS OF LAW. The granting of Awards under the Plan shall be
subject to all applicable laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may be required.
Transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
that any provision of this Plan or action by the Board fails to comply with Rule
16b-3, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Board.

9.7 GOVERNING LAW. To the extent not preempted by Federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of Delaware.

EXHIBIT 4.11

HARVARD INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE PLAN

<PAGE>

HARVARD INDUSTRIES, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN

AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 1996

1. PURPOSE. The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase Common Stock of
the Company through accumulated payroll deductions. It is the intention of the
Company that the Plan qualify as an "Employee Stock Purchase Plan" within the
meaning of Section 423 of the Code, and the provisions of the Plan shall be
construed in a manner consistent with the requirements of such Section of the
Code. The Plan is an amended plan, in restated form, the original plan being
established effective as of October 1, 1995.

2. DEFINITIONS.

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Change in Capitalization" shall mean any increase, reduction,
or change or exchange of shares of Common Stock for a different number or kind
of shares or other securities of the Company by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, issuance of warrants or
rights, stock dividend, stock split or reverse stock split, combination or
exchange of shares, repurchase of shares, change in corporate structure or
otherwise.

(d) "Common Stock" shall mean the common stock, $.01 par value, of
the Company.

(e) "Company" shall mean Harvard Industries, Inc., a Delaware
corporation.

(f) "Compensation" shall have the meaning ascribed to such term
under Section 1.3(d) of the Harvard Capital Accumulation Plan (but without
regard to the last sentence of clause (2) thereof and clauses (3) and (4)
thereof).

(g) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of a leave of absence
agreed to in writing by the Company (including, but not limited to, a military
or sick leave or leave under the Family Medical Leave Act or similar federal,
state or local law), provided that such leave is for a period of not more than
90 days or reemployment upon the expiration of such leave is guaranteed by
contract or statute.

(h) "Designated Subsidiaries" shall mean the Subsidiaries which have
been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.

(i) "Employee" shall mean any person who is regularly employed by
the Company or one of its Designated Subsidiaries.

(j) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

(k) "Fair Market Value" as of a particular date shall mean (A) if
the shares are admitted to trading on a national securities exchange, the last
sale price reported for the shares on such exchange on such date or on the last
date preceding such date on which a sale was reported (but only if such date is
in the same calendar month), (B) if the shares are admitted to quotation on the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
or other comparable quotation system and have been designated as a National
Market System ("NMS") security, the last sale price reported for the shares on
such system on such date or on the last day preceding such date on which a sale
was reported (but only if such date is in the same calendar month), (C) if the
shares are admitted to quotation on NASDAQ and have not been designated to NMS
security, the average of the highest bid and lowest asked prices of the shares
on such system on such date or

<PAGE>

(D) if the shares are not admitted to quotation on NASDAQ, the fair market value
of the shares of Common Stock as determined by the Board in its sole discretion.

(l) "Offering Date" shall mean April 1 and October 1 of each
calendar year, or with respect to the first Offering Period, such date as the
Board shall determine.

(m) "Offering Period" shall mean each twenty-six week period during
the effectiveness of the Plan, commencing on each Offering Date; PROVIDED,
HOWEVER, that the Board shall have the power to change the duration of Offering
Periods.

(n) "Plan" shall mean the Harvard Industries, Inc. Amended and
Restated 1995 Employee Stock Purchase Plan, as amended from time to time.

(o) "Purchase Date" shall mean the last business day of each month
in which payroll deductions are made under the Plan.

(p) "Section 16 Employee" shall mean any Employee that is subject to
the provisions of Section 16 of the Exchange Act.

(q) "Subsidiary" shall mean any corporation in an unbroken chain of
corporations, beginning with the Company, if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

3. ELIGIBILITY.

(a) Subject to the requirements of paragraph 4(b), any person who is
an Employee as of an Offering Date and who is regularly scheduled to work at
least 20 hours per week and at least five months per year shall be eligible to
participate in the Plan for the Offering Period commencing on such Offering
Date, provided that at the commencement of such Offering Period such person has
maintained Continuous Status as an Employee for at least one year.

(b) Notwithstanding any provisions of the Plan to the contrary, no
Employee shall be eligible to participate during an Offering Period (i) if such
Employee (or any other person whose stock would be attributed to such Employee
pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding
options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or of any
Subsidiary of the Company, or (ii) to the extent that such participation would
permit such Employee's right to purchase stock under all employee stock purchase
plans (described in Section 423 of the Code) of the Company and it Subsidiaries
to accrue at a rate which exceeds twenty-five thousand dollars ($25,000) of Fair
Market Value of such stock (determined on the first day of such Offering Period)
for any calendar year.

4. PARTICIPATION.

(a) On each Offering Date the Company shall permit each eligible
Employee to elect to purchase shares of Common Stock, subject to the limitations
set forth in paragraphs 3(b) and 10.

(b) Each eligible Employee may elect to become a participant in the
Plan with respect to an Offering Period, only by filing an agreement with the
Company authorizing payroll deductions (as set forth in paragraph 5) at such
time prior to the first day of such Offering Period as the Board may prescribe.
Such election shall be deemed to apply to subsequent Offering Periods unless
notice is given to the contrary at such time and in such manner as the Board
shall prescribe.

(c) The purchase price per share of the Common Stock hereunder shall
be the Fair Market Value of a share of Common Stock on the Purchase Date.

<PAGE>

5. PAYROLL DEDUCTIONS.

(a) An Employee may, in accordance with rules adopted by the Board,
authorize a payroll deduction of any whole percentage from two percent to 10
percent of such Employee's Compensation each pay period, or a payroll deduction
of a fixed dollar amount each pay period that is not less than two percent of
such Compensation and not in excess of 10 percent of such Compensation. A
participant may increase or decrease such payroll deduction with respect to an
Offering Period only at such time prior to the first day of such Offering Period
as the Board may prescribe, by filing a new authorization form with the Board.

(b) All payroll deductions made by a participant shall be credited
to such participant's account under the Plan. A participant may not make any
additional payments into such account.

6. PURCHASE OF SHARES. Unless a participant withdraws from the Plan as
provided in paragraph 8, such participant's election to purchase shares shall be
exercised automatically on each Purchase Date, and the maximum number of shares
(including fractions thereof) shall be purchased for such participant at the
applicable purchase price with the accumulated payroll deductions in such
participant's account. The shares so purchased shall be deemed to be transferred
to the participant on each Purchase Date. During such participant's lifetime, a
participant's right to purchase shares hereunder is exercisable only by such
participant.

7. RECORDS. Each participant's ownership of shares purchased hereunder
shall be reflected in an account as described in paragraph 15 below.
Accordingly, a participant shall not be entitled to receive a certificate
representing the shares purchased by such participant.

8. WITHDRAWAL; TERMINATION OF EMPLOYMENT.

(a) A participant (other than a Section 16 Employee) may withdraw
all, but not less than all, the payroll deductions credited to such
participant's account (that have not been used to purchase shares of Common
Stock) under the Plan at any time by giving written notice to the Company. All
such payroll deductions credited to such participant's account shall be paid to
such participant promptly after receipt of such participant's notice of
withdrawal and such participant's eligibility to participate in the Plan for the
Offering Period in which the withdrawal occurs shall be automatically
terminated. No further payroll deductions for the purchase of shares of Common
Stock shall be made for such participant during such Offering Period. Section 16
Employees are not permitted to withdraw or cancel payroll deductions in an
Offering Period.

(b) Upon termination of a participant's Continuous Status as an
Employee during the Offering Period for any reason, including voluntary
termination, retirement or death, the payroll deductions credited to such
participant's account (that have not been used to purchase shares of Common
Stock) shall be returned to such participant or, in the case of such
participant's death, to the person or persons entitled thereto under paragraph
12, and such participant's eligibility to participate hereunder shall be
automatically terminated.

(c) A participant's withdrawal during an Offering Period shall not
have any effect upon such participant's eligibility to participate during a
succeeding Offering Period or in any similar plan which may hereafter be adopted
by the Company.

9. INTEREST. No interest shall accrue on or be payable with respect to the
payroll deductions of a participant in the Plan.

10. STOCK.

(a) The maximum number of shares of Common Stock that shall be
reserved for sale under the Plan shall be 500,000, subject to adjustment upon
Changes in Capitalization of the Company as provided in paragraph 16. If the
total number of shares that would otherwise be subject to purchase pursuant to
paragraph 4(a) on an Offering Date exceeds the number of shares then available
under the Plan, the Board shall make a pro rata allocation of the shares
remaining available in as uniform a manner as shall be practicable and as it
shall determine to be equitable. In such event, the Board shall give written
notice to each participant of

<PAGE>

such reduction of the number of shares affected thereby and shall similarly
reduce the rate of payroll deductions, if necessary.

(b) A participant shall have rights as a stockholder with respect to
any shares of Common Stock issuable hereunder at such time as shares are deemed
transferred to the participant in accordance with paragraph 6, or as soon
thereafter as is practicable.

11. ADMINISTRATION. The Plan shall be administered by the Board. The Board
shall have full power and authority, subject to the provisions of the Plan, to
promulgate such rules and regulations as it deems necessary for the proper
administration of the Plan, to interpret the provisions and supervise the
administration of the Plan, and to take all action in connection therewith or in
relation thereto as it deems necessary or advisable. Any decision reduced to
writing and signed by a majority of the members of the Board shall be fully
effective as if it had been made at a meeting duly held. The Company shall pay
all expenses incurred in the administration of the Plan. No member of the Board
shall be personally liable for any action, determination, or interpretation made
in good faith with respect to the Plan, and all members of the Board shall be
fully indemnified by the Company with respect to any such action, determination
or interpretation.

12. DESIGNATION OF BENEFICIARY.

(a) A participant may file, on forms supplied by and delivered to
the Company, a written designation of a beneficiary who is to receive any shares
and cash remaining in such participant's account under the Plan in the event of
the participant's death.

(b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant or, if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

13. TRANSFERABILITY. Neither payroll deductions credited to a
participant's account nor any rights to purchase or to receive shares under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way
(other than by will, the laws of descent and distribution or as provided in
paragraph 12 hereof) by the participant. Any such attempt at assignment,
transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds in accordance with
paragraph 8.

14. USE OF FUNDS. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.

15. REPORTS. Individual accounts shall be maintained for each participant
in the Plan. Statements of account shall be given to participating Employees as
soon as practicable following each Offering Period, which statements shall set
forth the amounts of payroll deductions, the per share purchase price, the
number of shares purchased and the remaining cash balance, if any.

16. EFFECT OF CERTAIN CHANGES. In the event of a Change in Capitalization,
the Board shall conclusively determine the appropriate adjustments, if any, to
be made under the Plan, including without limitation adjustments to the number
of shares of Common Stock which have been authorized for issuance under the Plan
but have not been purchased under the Plan (or are not scheduled to be purchased
during the current Offering Period), as well as the price per share of Common
Stock scheduled to be purchased during the current Offering Period under the
Plan. In the event of the dissolution or liquidation of the Company, the
Offering Period shall terminate immediately prior to the consummation of such
action, unless otherwise provided by the Board.

<PAGE>

17. AMENDMENT OR TERMINATION. The Board may at any time terminate or amend
the Plan, except that stockholder approval is required for an amendment if the
amendment would (a) increase the maximum number of shares that may be purchased
under the Plan, (b) reduce the purchase price per share, (c) materially increase
the benefits accruing to participants under the Plan, (d) materially modify the
requirements as to eligibility for participation in the Plan, (e) require
stockholder approval in order to comply with Rule 16b-3 under the Exchange Act
or (f) make any change or addition that is inconsistent with the requirements of
applicable tax laws. Except as provided in paragraph 16, no such termination or
amendment can adversely affect rights to purchase Common Stock during the then
current Offering Period without the consent of the affected participant.

18. NOTICES. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

19. REGULATIONS AND OTHER APPROVALS; GOVERNING LAW.

(a) This Plan and the rights of all persons claiming hereunder shall
be construed and determined in accordance with the laws of the State of Delaware
without giving effect to the choice of law principles thereof, except to the
extent that such law is preempted by federal law.

(b) The obligation of the Company to sell or deliver shares of
Common Stock under the Plan shall be subject to all applicable laws, rules and
regulations, including all applicable federal and state securities laws, and the
obtaining of all such approvals by governmental agencies as may be deemed
necessary or appropriate by the Board.

(c) The Plan is intended to comply with Rule 16b-3 under the
Exchange Act, as such rule may be amended from time to time, and the Board shall
interpret and administer the provisions of the Plan in a manner consistent
therewith and any provisions inconsistent with such Rule shall be inoperative
and shall not affect the validity of the Plan.

20. EFFECTIVE DATE; DURATION. The Plan, as amended and restated, shall be
effective as of September 1, 1996, and shall terminate on September 30, 2005,
unless sooner terminated in accordance with paragraph 17.

EXHIBIT 5.1

OPINION OF HOLLAND & KNIGHT

<PAGE>

NOVEMBER 6, 1996

Harvard Industries, Inc.
2402 North Rocky Point Drive
Suite 960
Tampa, Florida 33607

Re: Registration Statement on Form S-8

Gentlemen:

We refer to Post-Effective Amendment No. 1 to the Registration Statement
(the "Registration Statement") on Form S-8 filed today by Harvard Industries,
Inc. (the "Company") with the Securities and Exchange Commission, for the
purpose of registering under the Securities Act of 1933 an aggregate of 900,000
shares (the "Shares") of the authorized common stock, par value $.01 per share,
of the Company being offered to certain employees of the Company pursuant to the
Company's Stock Option Plan, Nonemployee Director Stock Option Plan, and 1995
Employee Stock Purchase Plan (the "Plans").

In connection with the foregoing registration, we have acted as counsel
for the Company and have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certificates of public
officials, and representatives of the Company, and other documents as we deemed
necessary to deliver the opinion expressed below.

Based upon the foregoing, and having regard for legal considerations that
we deem relevant, it is our opinion that the Shares will be, when and if issued
in accordance with the terms of the Plans, duly authorized, validly issued, and
fully paid and non-assessable.

<PAGE>

Harvard Industries, Inc.
November 6, 1996
Page 2

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

Very truly yours,

/s/ HOLLAND & KNIGHT
-------------------------
HOLLAND & KNIGHT

CEB/sas
TPA2-373560

EXHIBIT 23.1

CONSENT OF KPMG PEAT MARWICK LLP

<PAGE>

The Board of Directors
Harvard Industries, Inc.

We consent to incorporation by reference in the Post-Effective Amendments No. 1
to registration statements (Nos. 33-90166 and 33-98748) on Form S-8 of Harvard
Industries, Inc. of our report dated November 11, 1994, relating to the
consolidated balance sheets of Harvard Industries, Inc. and subsidiaries as of
September 30, 1994, and the related consolidated statement of operations,
stockholders' equity (deficiency), and cash flows for each of the years in the
two-year period ended September 30, 1994, which report appears in the September
30, 1995 annual report on Form 10-K of Harvard Industries, Inc.

KPMG PEAT MARWICK LLP
Tampa, Florida
October 31, 1996

EXHIBIT 23.3

CONSENT OF PRICE WATERHOUSE LLP

<PAGE>

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement (No. 33-90166) on Form S-8 of our report dated December 20, 1995,
appearing on page F-2 of Harvard Industries, Inc.'s Annual Report on Form 10-K
of Harvard Industries, Inc. for the year ended September 30, 1995.

PRICE WATERHOUSE LLP

Tampa, Florida
October 31, 1996