<PAGE>
As filed with the Securities and Exchange Commission on April 15, 1999
Registration No. 333-71139
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HARVARD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 2522 21-0715310
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
3 Werner Way
Lebanon, New Jersey 08833
(908) 437-4100
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Roger G. Pollazzi
Chief Executive Officer
Harvard Industries, Inc.
3 Werner Way
Lebanon, New Jersey 08833
(908) 437-4100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Philip A. Haber, Esq.
Sonnenschein Nath & Rosenthal
1221 Avenue of the Americas
New York, New York 10020
(212) 768-6700
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: /X/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: / / ______
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / / ______
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered Per Share Price Registration Fee
---------- ---------- --------- ----- ----------------
Common Stock,
<S> <C> <C> <C> <C>
$.01 par value(2) 5,372,298 $7.625 $40,963,772 $11,387.93(1)
----------------- --------- ------ ----------- ----------
</TABLE>
(1) Previously paid.
(2) Includes the associated preferred stock purchase rights to purchase one-one
hundredth of a share of Series A Junior Participating Preferred Stock. The
purchase rights initially are attributed to and trade with the Common Stock of
the registrant. The value attributable to such purchase rights, if any, is
reflected in the offering price of the Common Stock.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment that specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT OFFER THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED April 15, 1999
PROSPECTUS
HARVARD INDUSTRIES, INC.
5,372,298 Shares of Common Stock
The stockholders identified in this prospectus are offering to sell up to
5,372,298 shares of common stock of Harvard Industries, Inc. See "Selling
Stockholders."
Harvard emerged from Chapter 11 bankruptcy proceedings on November 24, 1998, and
the selling stockholders acquired their shares in connection with the
consummation of Harvard's plan of reorganization. Harvard has agreed to register
the shares of common stock issued to those claimholders who are otherwise unable
to sell their shares pursuant to an exemption from registration under the
Securities Act.
The selling stockholders will receive all of the net proceeds from the sale of
the shares. These stockholders will pay all underwriting discounts and selling
commissions, if any, applicable to the sale of the shares. We will not receive
any proceeds from the sale of the shares.
The selling stockholders and participating brokers or dealers may be deemed to
be underwriters within the meaning of the Securities Act, in which event any
profit on the sale of the shares by those selling stockholders and any
commissions or discounts received by those brokers or dealers may be deemed to
be underwriting compensation under the Securities Act.
Our common stock is listed on the Nasdaq National Market under the symbol
"HAVA." On March 29, 1999, the last reported sale price of the common stock was
$8 per share.
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS
PROSPECTUS BEFORE MAKING A DECISION TO PURCHASE OUR STOCK.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is _________ __, 1999.
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TABLE OF CONTENTS
Page
About this Prospectus.................................................ii
Prospectus Summary.....................................................1
Risk Factors...........................................................3
Use of Proceeds.......................................................11
Selling Stockholders..................................................11
Plan of Distribution..................................................12
Description of Capital Stock..........................................13
Validity of the Common Stock..........................................18
Experts...............................................................18
Where You Can Find More Information...................................18
Documents Incorporated by Reference...................................18
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we have
filed with the SEC using a "shelf registration" process. You should read both
this prospectus and any supplement together with additional information
described under "Where You Can Find More Information."
You should rely only on the information provided or incorporated by
reference in this prospectus or any supplement. We have not authorized anyone
else to provide you with additional or different information. The common stock
is not being offered in any state where the offer is not permitted. You should
not assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of such documents.
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PROSPECTUS SUMMARY
Because this is a summary, it does not contain all the information about Harvard
that may be important to you. You should read the more detailed information and
the financial statements and related notes which are incorporated by reference
in this prospectus. You should read this entire prospectus and carefully
consider the information under the heading "Risk Factors."
Harvard Industries, Inc.
Our corporate name is Harvard Industries, Inc. We are headquartered at
3 Werner Way in Lebanon, New Jersey, and are a direct supplier of components for
original equipment manufacturers producing cars and light trucks in North
America. In the fiscal year 1998, 82% of our sales were to General Motors
Corporation, Ford Motor Company and Chrysler Corporation.
On May 8, 1997, we filed a petition for relief under Chapter 11 of the
Bankruptcy Code with the United States Bankruptcy Court for the District of
Delaware. On November 24, 1998, we substantially consummated our plan of
reorganization under Chapter 11 of the Bankruptcy Code dated August 19, 1998 and
emerged from bankruptcy.
While we were in bankruptcy proceedings the Bankruptcy Court appointed
a creditors' committee. The creditors' committee retained Roger Pollazzi as an
automotive industry consultant. Mr. Pollazzi acted in this capacity until
November 1997, when, with the support of the creditors' committee, the Board of
Directors appointed him as our Chief Operating Officer. Prior to such
appointment, Mr. Pollazzi had served as Chairman of the Board and Chief
Executive Officer of The Pullman Company from 1992 to 1997. The creditors'
committee was disbanded on November 24, 1998.
Shortly after his appointment, Mr. Pollazzi hired approximately fifteen
professionals as employees of Harvard to assist him in analyzing our operations,
eliminating on-going negative cash flows associated with cash drains at several
of our operations and coordinating and implementing our restructuring efforts.
Since the effective date, our management team includes, in addition to Roger
Pollazzi, who now serves as Chief Executive Officer:
o James Gray, President of Harvard, an automotive executive who
previously ran Tenneco Automotive's European Operations as
well as the Clevite division of Pullman;
o Theodore Vogtman, Chief Financial Officer of Harvard, who has
over twenty years of industry experience including serving as
Chief Financial Officer of Pullman; and
o Vincent Toscano, Executive Vice President of Strategic
Planning of Harvard, who was formerly the Vice President of
Operations at Pullman and has over 21 years of experience in
the automotive industry.
The Turnaround Business Strategy
In connection with our reorganization, our new management team has
outlined the following turnaround business strategies for restoring our
profitability:
o Close and/or Sell Underperforming Facilities: Since taking
over in late 1997, the new management team has closed, sold,
or is in the process of selling manufacturing facilities that
had a combined negative cash flow of $46.7 million in fiscal
1997.
o Exit Unprofitable Lines of Business: We are exiting
unprofitable lines of business that management believes
cannot meet their targeted margins. For example:
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-- We ceased production at our Harman subsidiary,
exiting the molded plastic and die-castmirror
business,
-- We sold the Greeneville, Tennessee plant of Doehler-
Jarvis Greeneville, Inc., and
-- We have signed a letter of intent to divest the
Tiffin, Ohio plant of Hayes-Albion Corporation and we
are negotiating an agreement to sell the Toledo, Ohio
plant of Doehler-Jarvis Toledo, Inc.
o Diversify Product Mix and Customer Base: We are developing
business in those segments of the automotive aftermarket and
industrial markets where we can take advantage of our core
manufacturing competencies and achieve higher profit margins.
We will focus on (1) OEM automotive components (i.e., seat
brackets, door modules, steering assemblies); (2) the
industrial market (i.e., building components, construction
equipment, sealing systems, lawn and garden maintenance
machinery); and (3) the automotive replacement parts market
(i.e., bumper brackets, torque rods and Class-8 truck
components).
o Invest in Management Information Systems: We are in the
process of installing a new software package that will provide
increased flexibility and enhance our management's access to
operating data on a timely basis. Our management has allocated
$16.7 million in fiscal years 1998 and 1999 for this project,
which will upgrade our information systems and achieve Year
2000 compliance. We spent approximately $7.7 million for Year
2000 compliance in fiscal 1998 and plan to spend approximately
$6.3 million in fiscal 1999.
o Reduce Purchased Material Costs: Our management has been
consolidating our purchasing functions and reducing our
supplier base to gain economies of scale and significant
discounts from our largest suppliers.
The Financings
Upon our emergence from bankruptcy, we issued $25.0 million of 14 1/2%
Senior Secured Notes due September 1, 2003. We also entered into a $115.0
million senior secured credit facility with a group of lenders led by General
Electric Capital Corporation. This senior credit facility provide for up to
$50.0 million in term loan borrowings and up to $65.0 million of revolving
credit borrowings.
The combined proceeds from the issuance of the senior secured notes and
the term loan borrowings under the senior credit facility were used to:
o refinance the senior and junior debtor-in-possession credit
facilities that provided financing to Harvard while we were in
bankruptcy proceedings;
o pay administrative expenses due under the plan of
reorganization and pay related fees and expenses;
o provide cash for working capital purposes; and
o provide funds for general corporate purposes.
The $65.0 million revolving credit portion of the senior credit
facility will be used to finance working capital and other general corporate
purposes.
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RISK FACTORS
You should carefully consider the following risk factors in addition to the
other information contained and incorporated by reference in this Prospectus
before purchasing our shares. The risks and uncertainties described below are
not the only ones facing our company. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our
business operations.
The actual sale or perceived possibility of the sale of substantial amounts of
common stock could adversely affect the market price of the common stock.
Sales of substantial amounts of common stock or the perception that
such sales may occur, could adversely affect prevailing market prices for the
common stock. A total of 20,000,000 shares of common stock were reserved for
issuance under our plan of reorganization, of which 8,240,295 shares had been
issued as of April 5, 1999. Management estimates that we will have issued
approximately 3,750,000 additional shares of common stock once the distributions
contemplated by our plan of reorganization have been completed.
Our leverage limits our flexibility and increases our risk of default.
Our high degree of leverage could have important consequences to you,
such as:
o making it more difficult for us to satisfy our obligations
with respect to our debt;
o limiting our flexibility in planning for, or reacting to,
changes in our business and the industries in which we compete
and increasing our vulnerability to general adverse economic
and industry conditions;
o limiting our ability to obtain additional financing we may
need to fund future working capital, capital expenditures or
other corporate requirements;
o imposing a higher interest expense in the event of an increase
in interest rates because certain of our borrowings will be
based on variable interest rates;
o requiring the dedication of a substantial portion of our cash
flow from operations to the payment of principal of and
interest on our debt. This will reduce the availability of
such cash flow to fund working capital, capital expenditures
or other general corporate purposes;
o restricting our ability to acquire other businesses in the
future; and
o placing us at a competitive disadvantage compared to
competitors who are less leveraged and have greater financial
and other resources.
In addition, the financing documents to which we are a party contain
financial and other restrictive covenants that limit our ability to, among other
things, borrow additional funds. Our failure to comply with these covenants
could result in an event of default. If we do not cure or have waived the event
of default, we could suffer a material adverse effect.
As of March 28, 1999, we had total indebtedness of $88.6 million, of
which $63.6 million consisted of indebtedness under our senior credit facility
and $25 million consisted of our senior secured notes, and equity of
approximately $160 million. Our earnings were insufficient to cover fixed
charges for our fiscal years ended September 30, 1998, September 30, 1997 and
September 30, 1996 by $49,497, $398,367 and $53,062, respectively. Under
specified conditions, we will be permitted to borrow additional funds in the
future.
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Our recent bankruptcy has had and could continue to have adverse effects on our
business.
We emerged from bankruptcy on November 24, 1998, the effective date of
our plan of reorganization. Our experience in and recent emergence from
bankruptcy may affect our ability to negotiate favorable trade terms with
manufacturers and other vendors. Our experience in bankruptcy may also adversely
affect our ability to obtain new purchase orders from current and prospective
customers. The failure to obtain favorable terms from suppliers or new business
from current and prospective customers could have a material adverse effect on
our operations, business or financial condition.
In particular, the fact that we have been in bankruptcy has had a
negative impact on our results of operations and may also negatively affect our
ability to win new business in the future. In general, there is a delay of
between two to four years after an OEM supplier is awarded a contract to supply
components for a new OEM platform to the time when they make sales of the
components. During this period of delay, automotive component suppliers must
bear considerable design and development costs associated with the new platform.
Because of these considerable costs and our having been in bankruptcy, OEMs have
been reluctant to award new business to us until we demonstrate that our
reorganization has been successfully completed and that our reorganization
allows for our long term viability. As a result, we have not been awarded
contracts for new platforms that we might otherwise have been able to win had we
not been in bankruptcy.
Our use of net operating losses and built-in losses will be limited.
Under the Internal Revenue Code of 1986, our use of net operating loss
carry forwards against future taxable income is subject to limitation if we
experience an "ownership change" as defined in the Code.
As a result of the implementation of the plan of reorganization, we
believe we underwent an "ownership change" (generally, a greater than 50
percentage point change in ownership). As a result, our ability to use all of
our net operating losses and "recognized built-in losses," if any, in taxable
years beginning after the effective date of the plan or reorganization, and a
portion of the taxable year which includes the effective date, is subject to
limitation. Under this limitation, the income that may be offset by net
operating loss carryovers that occured prior to the effective date should
generally be limited to the product of:
o a rate set by the U.S. Treasury Department (5.02% on the
effective date) and
o the lower of (a) the value of Harvard's assets immediately
prior to the ownership change, determined without regard to
liabilities, or (b) the aggregate new stock value immediately
after the ownership change.
The limitation may also apply to the use of "recognized built-in
losses" to offset other income during the five-year period after the effective
date. The built-in loss limitation will apply if the excess of our tax basis in
our assets over the fair market value of such assets as of the effective date
exceeded the lesser of $10.0 million or 15% of the fair market value of the
assets before the ownership change. Our ability to take depreciation or
amortization charges with respect to its built-in loss assets would also be
subject to this built-in loss limitation. The annual limitation on our ability
to use our net operating losses, and recognized built-in losses, if any, may be
significant.
Income attributable to cancellation of indebtedness may limit our ability to
carry forward net operating losses to reduce future income taxes.
Cancellation of indebtedness income that arises in a case under the
Bankruptcy Code is not includible in gross income but it does reduce tax
attributes of the taxpayer, including net operating losses. The plan of
reorganization discharged certain general unsecured claims, in particular our
12% Senior Notes due 2004 and 11 1/8% Senior Notes due 2005. This discharge will
result in the realization of cancellation of indebtedness income, which will
reduce our tax attributes by the difference between the fair market value of the
consideration paid and the amount of the discharged indebtedness. The exchange
of old notes for new notes under the exchange offer will not result in the
recognition of cancellation of indebtedness incom to Harvard.
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There will be no ability to meaningfully compare our results of operations and
financial condition to prior periods.
We will be unable to meaningfully compare information reflecting our
results of operations and financial condition after the consummation of the plan
of reorganization to prior periods due to:
o the replacement of the management team and the restructuring
of our core operations and general and administrative
activities;
o our bankruptcy proceedings, including the costs and expenses
of these proceedings as well as the effect of settlements of
certain related liabilities; and
o our application of Fresh Start Reporting in accordance with
AICPA Statement of Position 90-7, "Financial Reporting by
Entities in Reorganization under the Bankruptcy Code" (SOP
90-7).
Under SOP 90-7, our equity will be restated at "reorganization equity
value," a value which was determined by the financial advisors to the
creditors' committee under the plan of reorganization. In addition, because
we have been in a restructuring phase and have continued to incur costs and
expenses relating to our bankruptcy proceedings, the results of operations since
May 1997 may not indicate our future performance.
The execution of our turnaround business strategy may not be successful.
Our turnaround business strategy includes a substantial restructuring
of our revenue and customer base. As a result, our value and profitability
depend on our ability to successfully implement the turnaround business
strategy. We cannot assure you that the turnaround business strategy will be
successful. Also, we may be unable to operate profitably even if the turnaround
business strategy is successfully implemented. If the turnaround business
strategy is not successful we may be unable to generate sufficient operating
funds to pay our outstanding obligations, including principal and interest in
respect of our notes and indebtedness under our senior credit facility. If this
is the case, the alternative financing we need may not be available at the time
we require it. In addition, that financing may only be available on terms that
we find unacceptable.
Our success will also depend on our ability to do each of the following
in a timely manner:
o terminate existing unprofitable contracts and purchase orders;
o attract new business or customers;
o produce and sell new products at projected margins and at
competitive prices;
o attract key new personnel for our manufacturing facilities;
o dispose of old customer orders, enabling us to utilize
capacity for new business efficiently;
o develop or acquire a distribution network for after-market and
industrial products; and
o appropriately measure the impact of our turnaround business
strategy on relations with current customers.
For fiscal years 1998, 1997 and 1996 we had net losses of $56 million,
$389 million and $69 million, respectively. These losses have been primarily due
to operating inefficiencies and losses associated with our operations that we
had designated for sale or wind-down. If we continue to experience net losses,
or if our cash flow and capital resources are insufficient to pay for our debt
obligations, we may be forced to reduce or delay planned expansion or capital
expenditures, sell assets, obtain additional equity capital or restructure our
indebtedness. However, we cannot assure you that any of these remedies will be
available or satisfactory. We also cannot assure you that our operating results,
cash flow and capital resources will be sufficient for payment of our debt in
the future. We may need to refinance all or a portion of the principal of our
indebtedness on or prior to their its maturity date.
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We cannot assure you that we will be able to refinance such indebtedness. If we
are able to refinance such indebtedness, we cannot assure you it will be on
commercially reasonable terms.
We have significant capital investment and capital expenditure requirements that
have not been and in the future may not be met.
We operate in an industry which requires significant capital
investment. We are also required to make capital expenditures to upgrade our
facilities. We believe that our competition will continue to invest heavily to
achieve increased production efficiencies and to improve product quality. Our
ability to compete in such a competitive environment will depend on our ability
to make major capital expenditures over the next several years. These
expenditures are necessary to service existing business, enter new markets and
remain competitive in existing markets. During the past few years, Harvard has
put off certain capital expenditures because of financial constraints. Our
ability to make necessary capital expenditures may be adversely affected if (1)
we are unable to produce sufficient cash flows from our operations, or (2) we
are unable to raise sufficient debt or equity capital on terms that we consider
acceptable. Our capital expenditures totalled approximately $24.9 million in
1998, and we expect, based on current information, that our capital expenditures
will total approximately $20 million in 1999. In addition, through the year 2002
(including the year 1998), we expect that capital expenditures will be
approximately $110 million.
We might not be able to comply with current or future sourcing procedures of
U.S. automakers.
In the late 1980's and early 1990's, U.S. automakers made a number of
significant changes in their sourcing procedures which have placed greater
business and financial risk on us as automotive component suppliers.
Increasing focus on suppliers' costs and improving quality performance.
Some of our products are sold under agreements that require us to
provide annual cost reductions to OEMs by certain percentages each year. These
reductions come directly through price reductions or indirectly through
suggestions for manufacturing efficiencies or other cost savings. If we are
unable to generate sufficient cost savings in the future to offset such price
reductions, our profit margins could be adversely affected.
Requiring component suppliers to bear a greater proportion of the burden of
design and development costs.
OEMs are requiring potential suppliers of components to become involved
earlier in and share a greater proportion of the costs of the design and
development process for new platforms. They are also requiring suppliers to
develop integrated systems or modules rather than merely manufacturing separate
parts. OEMs expect the component supplier to manage the entire development cycle
(a cycle lasting two to four years) of the product or system, including:
o design and engineering;
o production of prototypes;
o design validation; and
o design of tooling and completion of manufactured products and
integrated systems of products.
Consolidation of the number of suppliers with which U.S. automakers place
purchase orders.
This trend places greater pressure on automotive component suppliers
and shifts a larger part of the cost of research and development and design and
capital outlays for such new platforms and systems onto component suppliers. In
addition, this trend has had a relatively greater impact on us than on many of
our competitors because of OEMs' reluctance to award new business to Harvard due
to its emergence from bankruptcy. We may be unable to become involved earlier in
the design and development process for new platforms. Even if we are successful
in
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becoming involved earlier in such processes, we may be unable to generate
sufficient cash or have financing available to fund the greater costs associated
with this effort.
As a result of all these trends, the automotive supply industry is
experiencing a period of significant consolidation. As part of OEMs' efforts to
reduce costs and improve quality, U.S. automakers are reducing their supplier
base by awarding contracts to full-service suppliers who are able to provide
design, engineering and program management capabilities as well as meet cost,
quality and delivery requirements. This trend has also resulted in greater
competition from larger companies with greater financial and other resources. As
a result, if we are unable to have the financial flexibility to make the
necessary capital expenditures or to make acquisitions to grow our business, we
may be unable to remain competitive and viable in the component supplier
industry.
Increasing sales of foreign cars are adversely affecting the market for U.S.
components, including our products.
Foreign automotive manufacturers have gained a significant share of the
U.S. market, both from export sales as well as the more recent opening of
domestic manufacturing facilities. Between 1985 and 1997, sales of automobiles
from foreign car makers with U.S. manufacturing facilities increased from 2.0%
to 20.5% of the North American market. The growth of such "transplant" sales has
resulted, and will likely continue to result in, a loss of market share for U.S.
automakers. As a result, we, and other component suppliers, will experience an
adverse effect because most of our current customers are U.S. automakers.
Although we plan to solicit additional business from foreign automakers, we may
be unsuccessful in doing so or such additional business may fail to make up for
lost business that we have already experienced.
We might not be able to implement new technologies needed to produce changing
products.
We compete for new business at the beginning of the development of new
models and upon the redesign of existing models by our major customers. New
model development begins two to five years prior to the marketing of such models
to the public, with existing business lasting for the model life cycle. To meet
the needs of customers with changing products, we need to implement new
technologies and manufacturing processes when launching our new products.
Moreover, in order to meet our customers' requirements, we may be required to
supply our customers regardless of cost. As a result, we may suffer an adverse
impact to our operating profit margins. Although our management believes it has
implemented manufacturing processes that adapt to the changing needs of our
customers, we still may encounter difficulties which could have an adverse
effect when implementing new technologies in future product launches.
Our business could be significantly affected by the loss of any of our major
customers.
Our largest customers are General Motors, Ford and Chrysler. For the
fiscal year 1998, General Motors accounted for approximately 39% of our
consolidated net sales, Ford accounted for approximately 34% of our consolidated
net sales and Chrysler accounted for approximately 10% of our consolidated net
sales. Our purchase orders from our customers generally provide for supplying
the customer's annual requirements for a particular model or assembly plant,
rather than for manufacturing a specific quantity of products. These contracts
are renewable on a year-to-year basis. If we lose any one of our major customers
or suffer a significant decrease in demand for certain key models or a group of
related models sold by any of our major customers, it could have a material
adverse effect on our results of operations.
Our business could be significantly affected by the loss of key personnel.
We believe that our future success will depend in large part on the
abilities and continued service of our executive officers and other key
employees. In particular, this means Roger Pollazzi, who serves as Chairman and
Chief Executive Officer and the senior management team. We may be unable to
retain the services of Mr. Pollazzi and other key personnel. The loss of any key
executive officers or employees, including Mr. Pollazzi, could have a material
adverse effect on our business.
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We may not be able to reach new agreements with our unionized employees.
As of March 28, 1999, we had approximately 4,200 employees.
Approximately 42% of our employees are covered by collective bargaining
agreements negotiated with 16 locals of 9 unions. These contracts expire at
various times through the year 2000. Discussions with various unions regarding
new labor agreements or an extension of existing contracts are presently
underway. While we believe that our relations with our employees are good, we
could experience a material adverse effect on our financial position or
operating results as a result of a prolonged dispute with our employees.
We may not be able to comply with laws governing environmental matters, and we
may be responsible for additional remediation activities and held liable in
litigation regarding environmental matters.
Our operations are subject to a variety of local, state and federal
laws governing, among other things, emissions to air, discharge to waters and
the generation, handling, storage, transportation, treatment and disposal of
hazardous substances and other materials. Although we have made and will
continue to make significant expenditures relating to our environmental
compliance obligations, there may be times when we are not in compliance with
all these requirements. We spent $2.7 million in cash in fiscal year 1996, $1.7
million in cash in fiscal year 1997 and $0.1 million in cash in fiscal year 1998
on environmental remediation costs and related expenses.
In connection with historical and current operations involving our use
and disposal of hazardous materials, we have been identified as a defendant or
potentially responsible party in a variety of environmental matters. These
include contractual indemnity and statutory cost recovery litigation involving
current and former operating facilities as well as waste disposal sites. We have
asserted counterclaims and cross-claims relating to the properties involved and
other properties where we believe that the original plaintiffs, as well as other
parties, are liable for certain investigative and remedial costs that have been
or may be incurred.
We are also conducting remedial activities at certain current and
former facilities under governmental orders and private contractual agreements.
We have granted access to the Michigan Department of Environmental Quality at
our Hayes-Albion Corporation plant in Jackson, Michigan for an investigation of
the plant's use and disposal of chlorinated solvents. The investigation is in
connection with the Department's evaluation of an area-wide groundwater
contamination problem. We may be subject to injunctive orders requiring
remediation of this property. In addition, the State of Ohio has filed a
complaint in state court in Ohio seeking penalties and injunctive relief arising
out of alleged air emission violations at our Tiffin, Ohio facility.
Furthermore, we are aware of certain currently owned facilities that
are not required to be remediated at the present time but that could possibly
require remediation activity in the future. We have reserved approximately $8.5
million for our share of potential costs associated with the clean-up of
hazardous substances at various sites. However, we cannot assure you that the
reserved amounts will be sufficient to satisfy our obligations. Changes in
existing environmental laws or their interpretation and more rigorous
enforcement by regulatory authorities may give rise to additional expenditures,
compliance requirements or liabilities that could have a material adverse effect
on our business, financial condition and results of operations.
Finally, the discovery of additional environmental liabilities related
to our historical operations involving the use and disposal of hazardous
substances could have a material adverse effect on our business, results of
operations or financial condition.
If we do not meet our obligations to contribute to our defined benefit pension
plans, our payment obligations may be accelerated.
Upon our emergence from bankruptcy, our unfunded liabilities related to
defined benefit pension plans were approximately $29.8 million. If we are unable
to meet our contribution obligations under such plans, the Pension Benefit
Guaranty Corporation may seek to terminate the affected plan or plans, thus
accelerating payment obligations. Our long-term objective is to fund our entire
pension obligation with funds that are generated from operations, although we
cannot assure you that this will actually occur.
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As reflected in our audited financial statements, we had aggregate
unfunded pension liabilities as of September 30, 1998 and 1997 of approximately
$17.0 million and $5.7 million, respectively. Approximately $7.4 million of the
increase in 1998 is due to a loss related to the shutdown of the Doehler-Jarvis
Toledo subsidiary.
We could be affected by "Year 2000" computer problems.
We are addressing the Year 2000 problem and certain of our information
systems are not presently Year 2000 compliant. The Year 2000 issue results from
computer programs written with date fields of two digits, rather than four
digits, resulting in the inability of the program to distinguish between the
year 1900 and 2000. Many of our computer programs that have date-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000.
If not addressed and corrected on a timely basis, failure of our
computer systems to process Year 2000 related data correctly could have a
material adverse effect on our financial condition and results of operations.
Failures of this kind could, for example, lead to:
o incomplete or inaccurate accounting;
o inaccurate supplier and customer order processing;
o recording errors in inventories or other assets; and
o disruption of our manufacturing process as well as
transactions with third parties.
If not addressed, we face the potential risks of financial loss, legal liability
and interruption to business.
We have surveyed our key utilities and suppliers to determine the
extent to which we are vulnerable to the failure by these parties to fix Year
2000 compliance issues. We are still in the process of assessing the information
they have provided. Failure by such key utilities or suppliers to complete Year
2000 compliance work in a timely manner could have a material adverse effect on
certain of our operations. Examples of problems that could result from the
failure of these utilities and suppliers to remediate Year 2000 problems
include, in the case of utilities, service failures such as power,
telecommunications, elevator operations and loss of security access control and,
in the case of suppliers, failures to satisfy orders on a timely basis and to
process orders correctly.
Additionally, general uncertainty regarding the success of remediation
may cause many suppliers to reduce their activities temporarily as they assess
and address their Year 2000 efforts in 1999. This could result in a general
reduction in available supplies in late 1999 and early 2000. Our management
cannot predict the magnitude of any such reduction or its impact on our
financial results. We can give no assurance that the systems of other companies
on which our systems rely will be converted in a timely fashion, or that the
noncompliance of these systems would not have a material adverse effect on our
business, financial condition, competitive position and results of operations.
FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. These statements discuss our intentions, beliefs or current expectations
with respect to our future operating performance, and may include, but are not
limited to, projections of capital expenditures, plans for future operations,
financing needs or plans, compliance with covenants in loan agreements, sales of
assets or businesses, plans relating to our products or services, assessments of
materiality, predictions of future events, and the ability to obtain additional
financing, including our ability to meet obligations as they become due, and
pending and possible litigation. You can identify forward-looking statements by
our use of forward-looking terminology such as "may," "will," "expect,"
"intend," "estimate," "anticipate" or "believe" as well as the negative of these
terms, variations of these terms, or similar terminology. Although we believe
that the expectations reflected in such forward-looking statements are
reasonable, we cannot assure you that such expectations be correct. The most
significant of such risks, uncertainties and other factors are discussed in this
"Risk Factors" section and you are urged
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to carefully consider such factors. Additional risks and uncertainties are
detailed in our filings with the SEC. We do not have any obligation to update
forward-looking statements.
We have also made cautionary statements in this prospectus, some of
which accompany the forward-looking statements used in the "Harvard Industries,
Inc." and "Risk Factors" sections regarding important factors that could cause
actual results to differ materially from our expectations. All of our subsequent
written and oral forward-looking statements, or statements of persons acting on
our behalf, are expressly qualified in their entirety by such cautionary
statements.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of
common stock in this offering, all of which will be received by the selling
stockholders.
SELLING STOCKHOLDERS
The following table provides certain information with respect to the
common stock held by each Selling Stockholder, which information has been
furnished to us by the selling stockholders and other sources and which we have
not verified. Because the selling stockholders may sell all or some part of the
common stock which they hold pursuant to this prospectus and the fact that this
offering is not being underwritten on a firm commitment basis, no estimate can
be given as to the amount of common stock that will be held by the selling
stockholders upon termination of this offering. See "Plan of Distribution." The
common stock offered by this prospectus may be offered from time to time in
whole or in part by the persons named below or by their transferees, as to whom
applicable information will, to the extent required, be set forth in a
prospectus supplement.
Amount of common stock Amount to be offered for
Name owned prior to offering stockholder's account
- ---- ----------------------- ---------------------
[To be provided by amendment.]
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PLAN OF DISTRIBUTION
We are registering the common stock on behalf of the selling
stockholders. As used herein, selling stockholders includes donees and pledgees
selling shares received from a named selling stockholders after the date of this
prospectus. We will receive no proceeds from this offering. The common stock may
be sold to purchasers directly by any of the selling stockholders.
Alternatively, any of the selling stockholders may offer the common stock
through underwriters, dealers or agents, who may receive compensation in the
form of underwriting discounts, concessions or commissions from the selling
stockholders and/or the purchasers of common stock for whom they may act as
agent. The selling stockholders and any underwriters, dealers or agents that
participate in the distribution of common stock may be deemed to be
underwriters, and any profit on the sale of common stock by them and any
discounts, commissions or concessions received by any such underwriters, dealers
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act. If we are advised that an underwriter has been engaged with
respect to the sale of any common stock offered hereby, or in the event of any
other material change in the plan of distribution, we will cause appropriate
amendments to the registration statement of which this prospectus forms a part
to be filed with the SEC reflecting such engagement or other change. See "Where
You Can Find More Information."
At the time a particular offer of common stock is made, to the extent
required, a prospectus supplement will be provided by us and distributed by the
relevant selling stockholder which will set forth the aggregate amount of common
stock being offered and the terms of the offering, including the name or names
of any underwriters, dealers or agents, any discounts, commissions and other
items constituting compensation from the selling stockholders and any discount,
commissions or concessions allowed or reallowed or paid to dealers.
The common stock may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. Such prices will
be determined by the selling stockholders or by agreement between the selling
stockholders and underwriters or dealers.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of common stock may not simultaneously engage
in market-making activities with respect to such common stock for a period of
nine business days prior to the commencement of such distribution and ending
upon the completion of such distribution. In addition, each selling stockholder
will be subject to applicable provisions of the Exchange Act and its rules and
regulations, including Regulation M, which provisions may limit the timing of
purchases and sales of any of the common stock by the selling stockholders. All
of the foregoing may affect the marketability of the common stock and the
ability of any person or entity to engage in market-making activities with
respect to the common stock.
Pursuant to the registration rights agreement between Harvard and the
selling stockholders, we are obligated to pay substantially all of the expenses
incident to the registration, offering and sale of the common stock of the
selling stockholders to the public other than commissions and discounts of
underwriters, dealers or agents. The selling stockholders, and any underwriter
they may utilize, and their respective controlling person are entitled to be
indemnified by us against certain liabilities, including liabilities under the
Securities Act. See "Description of Capital Stock--Registration Rights
Agreement."
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DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Harvard consists of 50,000,000 shares
of common stock, par value $.01 per share, and 50,000,000 shares of preferred
stock, par value $.01 per share. Pursuant to the plan of reorganization, Harvard
reserved 20,000,000 shares of common stock for issuance to certain holders of
allowed claims under the plan of reorganization.
Common Stock
Holders of common stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders and do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of common stock are entitled to receive ratably
such dividends, if any, as may be declared by the Board of Directors out of
funds legally available therefor, subject to any preferential dividend rights of
outstanding preferred stock. Upon the liquidation, dissolution or winding up of
Harvard, the holders of common stock are entitled to receive ratably the net
assets of Harvard available after the payment of all debts and other liabilities
and subject to the prior rights of any outstanding preferred stock. Holders of
common stock have no preemptive, subscription, redemption or conversion rights.
All the outstanding shares of common stock are, and the shares of common stock
to be issued by Harvard pursuant to the plan of reorganization when issued and
paid for will be, fully paid and non-assessable. The rights, preferences and
privileges of holders of common stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of preferred
stock that Harvard may designate and issue in the future.
Preferred Stock
The Board of Directors is authorized, subject to any limitations
prescribed by law and without stockholder approval, to issue shares of preferred
stock in one or more series. Each such series of preferred stock may have such
rights, preferences, privileges and restrictions, including voting rights,
dividend rights, conversion rights, redemption privileges and liquidation
privileges as are determined by the Board of Directors.
The purpose of authorizing the Board of Directors to issue preferred
stock and to determine its rights and preferences is to eliminate delays
associated with a stockholder vote on specific issuances and to provide
desirable flexibility in connection with possible acquisitions and other
corporate purposes. The issuance of any such series may have an adverse effect
on the rights of holders of common stock. The issuance of preferred stock could
decrease the amount of earnings and assets available for distribution to holders
of common stock. In addition, any such issuance could have the effect of
delaying, deferring or preventing a change of control of Harvard.
Series A Preferred Stock
The Board of Directors has designated 1,000,000 shares of Series A
Junior Participating Preferred Stock in connection with the adoption of the
stockholder rights agreement described below. Because of the nature of the
Series A preferred stock dividend, liquidation and voting rights, the value of
the one one-hundredth interest in a share of Series A preferred stock
purchasable upon exercise of each share purchase right should approximate the
value of one share of common stock. The Series A preferred stock purchasable
upon exercise of the share purchase rights will not be redeemable. Each share of
Series A preferred stock will be entitled to the greater of (1) a preferential
quarterly dividend payment of $1.00 per share or (2) an aggregate dividend of
100 times the dividend declared per share of common stock. In the event of a
liquidation, the holders of the Series A preferred stock will be entitled to a
preferential liquidation payment of $100 per share, plus an amount equal to 100
times the aggregate amount to be distributed per share of common stock. Each
share of Series A preferred stock will have 100 votes, voting together with the
common stock except as otherwise required by law. Finally, in the event of any
merger, consolidation or other transaction in which shares of common stock are
exchanged, each share of Series A preferred stock will be entitled to receive
100 times the amount received per share of common stock. These rights are
protected by customary antidilution provisions.
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Stockholder Rights Plan
The Board of Directors adopted a stockholder rights agreement on March
24, 1999 and declared a dividend of one preferred share purchase right on each
outstanding share of Harvard's common stock payable to stockholders of record as
of the close of business on April 5, 1999. Except as described below, each share
purchase right, when exercisable, entitles the holder thereof to purchase from
Harvard one-hundredth of a share of Series A preferred stock of Harvard at a
purchase price of $30.00 per one-hundredth of a preferred share, subject to
adjustment. The terms of the share purchase rights are set forth in a rights
agreement between Harvard and State Street Bank and Trust Company, a
Massachusetts trust company, as rights agent.
The share purchase rights will be evidenced by common stock
certificates until the earlier to occur of (1) 10 days following a public
announcement that a person or group of affiliated or associated persons has
become an "acquiring person" (as defined below) or (2) 10 business days
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in a person or
group becoming an acquiring person (or such later date as may be determined by
action of the Board of Directors prior to such time as any person or group
becomes an acquiring person). The earlier of such dates is called the
"distribution date".
An "acquiring person" is a person or group of affiliated or associated
persons who have acquired beneficial ownership of 20% or more of the outstanding
common stock, other than Harvard, any subsidiary of Harvard, and any employee
benefit plan of Harvard or its subsidiaries, and certain person affiliated or
associated with or related to them. However, there are other exceptions to the
definition of acquiring person, as follows:
o Any person whose beneficial ownership of common stock exceeds
20% because of a repurchase of common stock by Harvard that
increases his or her percentage ownership, unless such person
thereafter acquires any additional common stock;
o Certain stockholders of Harvard who, together with their
affiliates and associates, beneficially owned more than 20% of
Harvard's outstanding common stock at the time the stockholder
rights plan was adopted, so long as they do not subsequently
exceed specified percentage ownership levels as a result of
acquiring additional common stock and satisfy a number of
other conditions;
o Transferees of common shares beneficially owned by the
stockholders mentioned in the preceding subparagraph on, if
those transferees satisfy a number of conditions;
o Other persons who the Board of Directors determines have
exceeded the 20% level of ownership inadvertently and promptly
divest the excess amount.
The rights agreement provides that, until the distribution date or
earlier redemption or expiration of the share purchase rights, the share
purchase rights will be transferred with and only with the common stock. Until
the distribution date or earlier redemption or expiration of the share purchase
rights, new common stock certificates issued after the record date will contain
a notation incorporating the rights agreement by reference. Until the
distribution date or earlier redemption or expiration of the share purchase
rights, the surrender for transfer of any certificates for common stock will
also constitute the transfer of the share purchase rights associated with the
common stock represented by such certificate. As soon as practicable following
the distribution date, separate rights certificates evidencing the share
purchase rights will be mailed to holders of record of the common stock as of
the close of business on the distribution date and such separate right
certificates alone will evidence the share purchase rights.
The share purchase rights are not exercisable until the distribution
date. The share purchase rights will expire on March 24, 2009, unless they are
earlier redeemed or exchanged by Harvard, as described below.
The purchase price payable, and the number of shares of Series A
preferred stock or other securities or property issuable, upon exercise of the
share purchase rights to adjustment from time to time to prevent dilution (1) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Series A preferred stock, (2)
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upon the grant to holders of the Series A preferred stock of certain rights or
warrants to subscribe for or purchase Series A preferred stock at a price, or
securities convertible into Series A preferred stock with a conversion price,
less than the then-current market price of the Series A preferred stock, or (3)
upon the distribution to holders of the Series A preferred stock of evidences of
indebtedness, assets or capital stock (excluding regular periodic cash dividends
paid out of earnings or retained earnings or dividends payable in shares of
Series A preferred stock) or of subscription rights or warrants (other than
those referred to above). With certain exceptions, no adjustment in the purchase
price will be required until cumulative adjustments require an adjustment of at
least 1% in such purchase price. Harvard will not be required to issue
fractional common stock or Series A preferred stock (other than fractions which
are integral multiples of one-thousandth of a share of Series A preferred stock,
which may, at the election of Harvard, be evidenced by depositary receipts) and
in lieu thereof, an adjustment in cash may be made based on the market price of
the common stock or Series A preferred stock on the last trading day prior to
the date of exercise.
If any person or group becomes an acquiring person, then each holder of
a share purchase right, other than share purchase rights beneficially owned by
the acquiring person, any associate or affiliate thereof (as such terms are
defined in the share purchase rights agreement), and certain transferees
thereof, which will be void, will have the right to receive upon exercise of
such share purchase right that number of common stock, or, in certain
circumstances, cash, property or other securities of Harvard, having a market
value of two times the exercise price of the share purchase right.
If at any time after the time that any person or group becomes an
acquiring person, Harvard is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold,
proper provision will be made so that each holder of a share purchase right,
other than share purchase rights beneficially owned by the acquiring person, any
associate or affiliate thereof, and certain transferees thereof, which will be
void, will thereafter have the right to receive, upon the exercise thereof at
the then-current exercise price of the share purchase right, that number of
shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
share purchase right.
At any time after the time that any person or group becomes an
acquiring person and prior to the acquisition by such person or group of 50% or
more of the outstanding common stock, the Board of Directors of Harvard may
exchange the share purchase rights, other than share purchase rights
beneficially owned by such person or group, any associate or affiliate thereof,
and certain transferees thereof, which will be void, in whole or in part, at an
exchange ratio per right equal to the greater of (1) one share of common stock
or one-hundredth of a share of Series A preferred stock (subject to adjustment),
or (2) the number of shares of common stock.
At any time prior to the time that any person becomes an acquiring
person, the Board of Directors of Harvard may redeem the share purchase rights
in whole, but not in part, at a redemption price of $.01 per share purchase
right, subject to adjustment, which may at Harvard's option be paid in cash,
common stock or other consideration deemed appropriate by the Board of
Directors. The redemption of the share purchase rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors in
its sole discretion may establish; provided, however, that no redemption will be
permitted or required after the time that any person becomes an acquiring
person. Immediately upon any redemption of the share purchase rights, the right
to exercise the share purchase rights will terminate and the only right of the
holders of the share purchase rights will be to receive the Redemption Price.
The terms of the share purchase rights may be amended by the Board of
Directors of Harvard without the consent of the holders of the share purchase
rights, except that from and after such time as any person becomes an acquiring
person no such amendment may make the share purchase rights redeemable if the
share purchase rights are not then redeemable in accordance with the terms of
the share purchase rights agreement or may adversely affect the interests of the
holders of the share purchase rights.
Until a share purchase right is exercised, the holder thereof, as such,
will have no rights as a stockholder of Harvard, including, without limitation,
the right to vote or to receive dividends.
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The share purchase rights will have certain anti-takeover effects. The
share purchase rights will cause substantial dilution to a person or group that
attempts to acquire Harvard on terms not approved by Harvard's Board of
Directors.
Charter Provisions Indemnifying Directors and Officers
Our certificate of incorporation contains provisions to indemnify
Harvard's directors and officers to the fullest extent permitted by the Delaware
General Corporation Law, including payment in advance of a final disposition of
a director's or officer's expenses and attorneys' fees incurred in defending any
action, suit or proceeding. We believe that these provisions will assist us in
attracting and retaining qualified individuals to serve as directors.
Section 203 of the General Corporation Law Delaware Law -- Combinations with
Interested Stockholders
Generally, Section 203 of the DGCL prohibits certain Delaware
corporations from engaging in a business combination with an interested
stockholder for a period of three years after the time of the transaction in
which the person became an interested stockholder, unless (1) prior to the time
of the business combination, the transaction is approved by the board of
directors of the corporation, (2) upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock, or (3) at or
after such time the business combination is approved by the board of directors
and by the affirmative vote of at least 66 2/3% of the outstanding voting stock
which is not owned by the interested stockholder. A business combination
includes mergers, asset sales and other transactions resulting in a financial
benefit to the interested stockholder. Subject to certain exceptions, an
interested stockholder is a person who, together with affiliates and associates,
owns (or within three years, did own) 15% or more of the corporation's voting
stock. A Delaware corporation may opt out from the application of Section 203
through a provision in its certificate of incorporation or by-laws. Harvard has
opted out of Section 203.
Warrants
Pursuant to the plan of reorganization, holders of shares of common
stock and pay-in-kind preferred stock of Harvard prior to its emergence from
bankruptcy received warrants to purchase up to 631,578 shares of common stock of
Harvard at an exercise price of $41.67 per share of common stock. The warrants
are currently exercisable and will remain outstanding until November 23, 2003.
The exercise price and the number of shares of common stock into which
the warrants may be exercisable may, under certain circumstances, be subject to
adjustment pursuant to anti-dilution provisions contained in the warrants.
Registration Rights
Harvard entered into a registration rights agreement, dated as of the
effective date, with the selling stockholders pursuant to which Harvard agreed
to use its reasonable best efforts to file after the effective date a "shelf"
registration statement covering shares of common stock owned by the selling
stockholders use its reasonable best efforts to cause the shelf registration to
be declared effective and to keep such shelf registration continuously effective
until the earlier of the disposition of all registrable securities (as defined
in the registration rights agreement) and three (3) years after the initial date
of the shelf registration; provided, however, that Harvard will be permitted to
suspend the availability of the shelf registration for up to 30 days during any
twelve-month period. The filing and effectiveness of the registration statement
of which this prospectus forms a part satisfies Harvard's obligations under the
registration rights agreement with respect to the registration statement that
contains this prospectus, except that (a) the filing and effective date of the
registration statement will have occurred later than the dates provided in the
agreement, and (b) the registration statement is required to be effective for a
period of three years.
Harvard will also make up to two demand registrations upon the demand
of the initiating holders (as defined in the registration rights agreement) or,
in the event the shelf registration is unavailable, four registrations;
except
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that no such demand registration is required to be effected earlier than 90 days
after the effective date of any registration statement, other than the shelf
registration or a registration statement on Form S-4 or Form S-8, of Harvard,
under the Securities Act, covering securities of the same class as any
registrable securities.
Harvard has the right, in the case of a demand registration, to
postpone the filing or effectiveness of, or to withdraw, any registration
statement if in its reasonable judgment, such registration would materially
interfere with any material financing, acquisition, corporate reorganization or
merger or other transaction involving Harvard or any subsidiary thereof;
provided, however, that such postponement or withdrawal will last only for so
long as such material interference would exist, but in no event for more than 45
days.
Harvard will indemnify each holder of registrable securities, its
directors, officers, partners, employees, advisors and agents, and each person
who controls such holder, to the extent permitted by law, from and against any
and all liabilities resulting from or arising out of or based upon any untrue,
or alleged untrue, statement of a material fact contained in any disclosure
document, or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, except insofar as the same are caused by or contained in
any information furnished in writing to Harvard by or on behalf of such holder
expressly for use therein. Harvard will also indemnify any underwriters of the
registrable securities, their officers, directors and employees, and each person
who controls any such underwriter to the same extent as provided above with
respect to the indemnification of the holders of registrable securities.
Each holder has agreed to indemnify and hold harmless Harvard, any
underwriter retained by Harvard and their respective directors, officers,
employees, advisors, agents and each person who controls Harvard or such
underwriter to the same extent, subject to applicable law, as the foregoing
indemnity from Harvard to the holders, but only with respect to any information
furnished in writing by or on behalf of such holder expressly for use therein;
provided, however, that the liability of any holder will be limited to the
amount of the net proceeds received by such holder in the offering giving rise
to such liability.
Transfer Agent and Registrar; Warrant Agent
The transfer agent and registrar for the common stock is State Street
Bank and Trust Company. The warrant agent for the warrants is State Street Bank
and Trust Company.
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VALIDITY OF THE COMMON STOCK
The validity of the shares of common stock offered hereby will be
passed upon for Harvard by Sonnenschein Nath & Rosenthal, New York, New York.
EXPERTS
The audited consolidated financial statements of the Company for the
year ended September 30, 1998 included in Harvard's Form 10-K for the year ended
September 30, 1998, which are incorporated by reference herein, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.
Reference is made to said report, which includes an explanatory paragraph with
respect to Harvard's ability to continue as a going concern as discussed in Note
1 to such consolidated financial statements.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information required by the Securities Exchange Act of 1934, as amended ,
the SEC. You may read and copy any document we file at the SEC's public
reference rooms located at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and at Seven World Trade Center, Suite 1300, New York,
New York 10048. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. Copies of such material can be obtained by mail from
the Public Reference Section of the SEC at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549 at prescribed rates. Our filings with the SEC are
also available to the public on the SEC's Internet web site at
http://www.sec.gov.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file with the
SEC later will automatically update and supersede this information. The
following documents filed by Harvard and any future filings made by us with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
prior to the termination of the offering are incorporated by reference in this
prospectus:
o Harvard's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998, including all subsequently filed
amendments;
o Harvard's Quarterly Report on Form 10-Q for the quarterly
period ended January 3, 1999, including all subsequently filed
amendments;
o Harvard's Current Reports on Form 8-K filed on October 7,
1998, October 30, 1998, December 3, 1998 and March 25, 1999.
Holders of securities of Harvard may request a copy of these filings,
at no cost, by writing or telephoning us at: Harvard Industries, Inc., 3 Werner
Way, Lebanon, NJ 08833, Attn: Phyllis Morais, Telephone: (908) 437-4157.
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You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information or to make any
representation to you that is not contained in this prospectus. This prospectus
is not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any jurisdiction where the offer or sale is not
permitted. You should not under any circumstances assume that the information in
this prospectus is correct on any date after the date of this prospectus.
TABLE OF CONTENTS
Page
About this Prospectus......................................................ii
Prospectus Summary..........................................................1
Risk Factors................................................................3
Use of Proceeds............................................................11
Selling Stockholders.......................................................11
Plan of Distribution.......................................................12
Description of Capital Stock...............................................13
Validity of the Common Stock...............................................18
Experts....................................................................18
Where You Can Find More Information........................................18
Documents Incorporated by Reference........................................18
Until ____________ ___, 1999 (90 days after the date of this prospectus), all
dealers effecting transactions in the securities offered hereby, whether or not
participating in this distribution, may be required to deliver a prospectus,
this is in addition to the obligation of dealers to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
================================================================================
================================================================================
5,372,298
Shares of Common Stock
--------------------
P R O S P E C T U S
Dated , 1999
--------------------
HARVARD
INDUSTRIES, INC.
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth an estimate of the expenses that will be incurred
by the Registrant in connection with the distribution of the securities being
registered hereby: of Common Stock
SEC registration fee.......................................$
NASD filing fees...........................................$
Legal fees and expenses....................................$
Accounting fees and expenses...............................$
Miscellaneous..............................................$
Total......................................................$
Item 15. Indemnification of Directors and Officers.
Generally, Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") permits a corporation to indemnify certain persons made a
partyRto anPaction,Uby reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporationeor enterprise. In the1case of an action by or in the right of the
corporation, no indemnification may be made in respect of any matter as to which
such person was adjudged liable for negligence or misconduct in the performance
of such person's duty to the corporation unless the Delaware Court of Chancery
or the court in which such action was brought determines that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for proper expenses. To the extent such person has been successful in
the defense of any matter, such person shall be indemnified against expenses
actually and reasonably incurred by him.
Section 102(b)(7) of the DGCL enables a Delaware corporation to include
a provision in its certificate of incorporation limiting a director's liability
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty as a director. Harvard's Amended and Restated Certificate of
Incorporation and By-laws that were adopted pursuant to the Plan of
Reorganization provide for indemnification of its officers and directors to the
full extent permitted under Delaware law.
Item 16. Exhibits.
Exhibit No. Description
<TABLE>
<S> <C>
2.1* Plan of Reorganization and related Disclosure Statement, filed
with the U.S. Bankruptcy Court for the District of Delaware on
July 10, 1998 (incorporated by reference to Exhibits 99.1 and
99.2 to the Registrant's Form 8-K filed with the Commission on
July 24, 1998 (Commission File No.001-01044)).
2.2* First Amended and Modified Consolidated Plan of Reorganization
dated August 19, 1998, filed with the U.S. Bankruptcy Court
for the District of Delaware on August 25, 1998 (incorporated
by reference to Exhibit 2.1 to the Registrant's Form 8-K filed
with the Commission on October 30, 1998 (Commission File No.
001-01044)).
3.1(a)* Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.1(a) to the Registrant's Form 10-K
filed with the Commission on January 13, 1999 (Commission File
No.0-21362)).
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C>
3.1(b)* Certificate of Merger of the Registrant (incorporated by
reference to Exhibit 3.1(b) to the Registrant's Form 10-K
filed with the Commission on January 13, 1999 (Commission File
No. 0-21362)).
3.2* By-laws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Form 10-K filed with the
Commission on January 13, 1999 (Commission File No.0- 21362)).
4.1* Form of Common Stock Certificate of the Registrant
(incorporated by reference to Exhibit 4.1 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999
(Commission File No. 0-21362)).
4.2* Indenture (including the Form of 14 1/2% Senior Secured Note
due September 1, 2003), dated as of November 24, 1998 between
the Registrant, the Subsidiary Guarantors and Norwest
Minnesota Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.2 to the Registrant's Form 10-K
filed with the Commission on January 13, 1999 (Commission File
No. 0-21362)).
5.1** Opinion of Sonnenschein Nath & Rosenthal.
10.1* Settlement Agreement dated as of October 15, 1998, by and
among the Registrant, certain of its subsidiaries and the PBGC
(incorporated by reference to Exhibit 10.1 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999
(Commission File No.0-21362)).
10.2* Registration Rights Agreement, dated as of November 24, 1998,
between the Registrant and the signatories listed therein
(incorporated by reference to Exhibit 10.2 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999
(Commission File No.0-21362)).
10.3* Credit Agreement, dated as of November 24, 1998, between the
Registrant, its subsidiaries, General Electric Capital
Corporation, as Administrative Agent and the lenders party
thereto (incorporated by reference to Exhibit 10.4 to the
Registrant's Form 10-K filed with the Commission on January
13, 1999 (Commission File No. 0- 21362)).
10.4* Loan Collateral Agreement, dated as of November 24, 1998 by
the Registrant and its subsidiaries in favor of General
Electric Capital Corporation, as Administrative Agent
(incorporated by reference to Exhibit 10.5 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999
(Commission File No. 0-21362)).
10.5* Collateral Agreement, dated as of November 24, 1998, by the
Registrant and its subsidiaries in favor of Norwest Bank
Minnesota, National Association, as Collateral Agent
(incorporated by reference to Exhibit 10.6 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999
(Commission File No. 0-21362)).
10.6* Warrant Agreement, dated as of November 24, 1998, between the
Registrant and State Street Bank and Trust Company
(incorporated by reference to Exhibit 10.7 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999
(Commission File No. 0-21362)).
10.7* Harvard Industries, Inc. Nonqualified ERISA Excess Benefit
Plan (incorporated by reference to Exhibit 10.20 to the
Registrant's Registration Statement on Form S-1 filed with the
Commission on August 24, 1995 (File No. 33-96376)).
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
10.8* Harvard Industries, Inc. Nonqualified Additional Credited
Service Plan (incorporated by reference to Exhibit 10.21 to
the Registrant's Registration Statement on Form S-1 filed with
the Commission on August 24, 1995 (File No. 33-96376)).
10.9* Harvard Industries, Inc. 1998 Stock Incentive Plan
(incorporated by reference to Exhibit 10.10 to the
Registrant's Form 10-K filed with the Commission on January
13, 1999 (Commission File No. 0-21362)).
21* List of subsidiaries of the Company (incorporated by reference
to Exhibit 21 to the Registrant's Form 10-K filed with the
Commission on January 13, 1999 (Commission File No. 0-21362)).
23.1** Consent of Arthur Andersen LLP, Independent Accountants.
23.2** Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.3** Consent of Sonnenschein Nath & Rosenthal (included in their
opinion filed as Exhibit 5.1).
23.4** Consent of Norman Levy Associates, Inc., independent
appraisers.
23.5** Consent of Chanin Kirkland Messina LLC, independent financial
professionals.
24* Powers of Attorney (contained in the signature pages hereto).
</TABLE>
* Previously filed.
** Filed herewith.
Item 17. Undertakings.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Harvard pursuant to the provisions in Item 15 above, or otherwise, Harvard has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in such act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by Harvard of expenses incurred or paid by a director or
officer or controlling person of Harvard 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, Harvard 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 of whether
such indemnification by it is against public policy as expressed in such act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, for 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
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;
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-3
<PAGE>
(b) 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement; and
(c) 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 (1)(a) and (1)(b) above do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
II-4
<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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Lebanon, State of New Jersey, on April 14, 1999.
HARVARD INDUSTRIES, INC.
By: /s/ Roger G. Pollazzi
------------------------
Name: Roger G. Pollazzi
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Roger G. Pollazzi Chairman of the Board and
- --------------------------- Chief Executive Officer April 14, 1999
Roger G. Pollazzi (Principal Executive Officer)
/s/ Theodore W. Vogtman* Executive Vice President and April 14, 1999
- --------------------------- Chief Financial Officer
Theodore W. Vogtman (Principal Financial Officer)
/s/ Kevin L.B. Price Vice President, Controller April 14, 1999
- --------------------------- and Treasurer
Kevin L.B. Price (Principal Accounting Officer)
/s/ Jon R. Bauer* Director April 14, 1999
- ---------------------------
Jon R. Bauer
/s/ Thomas R. Cochill* Director April 14, 1999
- ---------------------------
Thomas R. Cochill
- --------------------------- Director , 1999
Raymond Garfield, Jr.
/s/ Donald P. Hilty* Director April 14, 1999
- ---------------------------
Donald P. Hilty
/s/ George A. Poole* Director April 14, 1999
- ---------------------------
George A. Poole
/s/ James P. Shanahan, Jr.* Director April 14, 1999
- ---------------------------
James P. Shanahan, Jr.
/s/ Richard W. Viesser* Director April 14, 1999
- ---------------------------
Richard W. Viesser
*By: /s/ D. Craig Bowman
-------------------
D. Craig Bowman,
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
<TABLE>
<S> <C>
2.1* Plan of Reorganization and related Disclosure Statement, filed
with the U.S. Bankruptcy Court for the District of Delaware on
July 10, 1998 (incorporated by reference to Exhibits 99.1 and
99.2 to the Registrant's Form 8-K filed with the Commission on
July 24, 1998 (Commission File No.001-01044)).
2.2* First Amended and Modified Consolidated Plan of Reorganization
dated August 19, 1998, filed with the U.S. Bankruptcy Court
for the District of Delaware on August 25, 1998 (incorporated
by reference to Exhibit 2.1 to the Registrant's Form 8-K filed
with the Commission on October 30, 1998 (Commission File No.
001-01044)).
3.1(a)* Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.1(a) to the Registrant's Form 10-K
filed with the Commission on January 13, 1999 (Commission File
No.0-21362)).
3.1(b)* Certificate of Merger of the Registrant (incorporated by
reference to Exhibit 3.1(b) to the Registrant's Form 10-K
filed with the Commission on January 13, 1999 (Commission File
No. 0-21362)).
3.2* By-laws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Form 10-K filed with the
Commission on January 13, 1999 (Commission File No.0- 21362)).
4.1* Form of Common Stock Certificate of the Registrant
(incorporated by reference to Exhibit 4.1 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999
(Commission File No. 0-21362)).
4.2* Indenture (including the Form of 14 1/2% Senior Secured Note
due September 1, 2003), dated as of November 24, 1998 between
the Registrant, the Subsidiary Guarantors and Norwest
Minnesota Bank, National Association, as Trustee (incorporated
by reference to Exhibit 4.2 to the Registrant's Form 10-K
filed with the Commission on January 13, 1999 (Commission File
No. 0-21362)).
5.1** Opinion of Sonnenschein Nath & Rosenthal.
10.1* Settlement Agreement dated as of October 15, 1998, by and
among the Registrant, certain of its subsidiaries and the PBGC
(incorporated by reference to Exhibit 10.1 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999
(Commission File No.0-21362)).
10.2* Registration Rights Agreement, dated as of November 24, 1998,
between the Registrant and the signatories listed therein
(incorporated by reference to Exhibit 10.2 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999
(Commission File No.0-21362)).
10.3* Credit Agreement, dated as of November 24, 1998, between the
Registrant, its subsidiaries, General Electric Capital
Corporation, as Administrative Agent and the lenders party
thereto (incorporated by reference to Exhibit 10.4 to the
Registrant's Form 10-K filed with the Commission on January
13, 1999 (Commission File No. 0- 21362)).
</TABLE>
II-6
<PAGE>
<TABLE>
<S> <C>
10.4* Loan Collateral Agreement, dated as of November 24, 1998 by
the Registrant and its subsidiaries in favor of General
Electric Capital Corporation, as Administrative Agent
(incorporated by reference to Exhibit 10.5 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999
(Commission File No. 0-21362)).
10.5* Collateral Agreement, dated as of November 24, 1998, by the
Registrant and its subsidiaries in favor of Norwest Bank
Minnesota, National Association, as Collateral Agent
(incorporated by reference to Exhibit 10.6 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999
(Commission File No. 0-21362)).
10.6* Warrant Agreement, dated as of November 24, 1998, between the
Registrant and State Street Bank and Trust Company
(incorporated by reference to Exhibit 10.7 to the Registrant's
Form 10-K filed with the Commission on January 13, 1999
(Commission File No. 0-21362)).
10.7* Harvard Industries, Inc. Nonqualified ERISA Excess Benefit
Plan (incorporated by reference to Exhibit 10.20 to the
Registrant's Registration Statement on Form S-1 filed with the
Commission on August 24, 1995 (File No. 33-96376)).
10.8* Harvard Industries, Inc. Nonqualified Additional Credited
Service Plan (incorporated by reference to Exhibit 10.21 to
the Registrant's Registration Statement on Form S-1 filed with
the Commission on August 24, 1995 (File No. 33-96376)).
10.9* Harvard Industries, Inc. 1998 Stock Incentive Plan
(incorporated by reference to Exhibit 10.10 to the
Registrant's Form 10-K filed with the Commission on January
13, 1999 (Commission File No. 0-21362)).
21* List of subsidiaries of the Company (incorporated by reference
to Exhibit 21 to the Registrant's Form 10-K filed with the
Commission on January 13, 1999 (Commission File No. 0-21362)).
23.1** Consent of Arthur Andersen LLP, Independent Accountants.
23.2** Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.3** Consent of Sonnenschein Nath & Rosenthal (included in their
opinion filed as Exhibit 5.1).
23.4** Consent of Norman Levy Associates, Inc., independent
appraisers.
23.5** Consent of Channin Kirkland Messina LLC, independent financial
professionals.
24* Powers of Attorney (contained in the signature pages hereto).
* Previously filed.
** Filed herewith.
</TABLE>
II-7
<PAGE>
Exhibit 5.1
Sonnenschein Nath & Rosenthal
1221 Avenue of the Americas
Suite 2400
New York, New York 10020
April 14, 1999
Harvard Industries, Inc.
3 Werner Way
Lebanon, New Jersey 08833
Ladies and Gentlemen:
You have requested our opinion as counsel to Harvard Industries, Inc.,
a Delaware corporation (the "Company"), in connection with the preparation and
filing of the Company's Registration Statement on Form S-3, No. 333-71139 (the
"Registration Statement") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, covering the registration thereunder of
5,372,298 shares of Common Stock, par value $.01 per share, of the Company (the
"Shares").
We are acting as counsel to the Company in connection with such
registration and the offering of the Shares. In such capacity, we have examined
and are familiar with the corporate records of the Company, including its
Certificate of Incorporation, as amended, its By-Laws, as amended, and minutes
of meetings, or written consents executed in lieu thereof, of its Board of
Directors and stockholders. We have also examined such certificates of public
officials, certificates of officers of the Company and other records and
documents as we have deemed relevant and necessary for the purposes of the
opinions herein expressed.
Based upon the foregoing and subject to the assumptions and
qualifications set forth herein, it is our opinion that:
1. The Company is a corporation validly existing in good standing under
the laws of the State of Delaware.
2. The Shares are, and when sold by the respective selling stockholders
as described in the Registration Statement will be, duly, validly and legally
authorized and issued and fully paid and nonassessable.
The foregoing opinions are limited to the laws of the State of New
York, the laws of the United States of America and the general corporate law of
the State of Delaware, and do not purport to express any opinion on the laws of
any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm and this opinion under
the heading "Validity of the Common Stock" in the prospectus comprising a part
of such Registration Statement and any amendment thereto. In giving such
consent, we do not hereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
<PAGE>
Harvard Industries, Inc.
April 14, 1999
Page 2
Except to the extent provided in the preceding paragraph, this opinion
is rendered solely to the Company in connection with the transactions described
in the Registration Statement and may not be relied upon by, nor may copies be
delivered to, any other person or entity for any purpose without our prior
written consent.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ PHILIP A. HABER
-----------------------
Philip A. Haber
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 12, 1999
included in Harvard Industries, Inc.'s Form 10-K for the year ended September
30, 1998 and to all references to our firm included in this registration
statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Roseland, New Jersey
April 14, 1999
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
(which contains an explanatory paragraph relating to the ability of Harvard
Industries, Inc. to continue as a going concern) dated November 14, 1997, except
for Note 9 as to which the date is December 29, 1997, appearing in the Annual
Report on Form 10-K/A of Harvard Industries, Inc. for the year ended September
30, 1998.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
11 Madison Avenue
New York, NY
April 14, 1999
<PAGE>
Exhibit 23.4
NORMAN LEVY ASSOCIATES, INC.
21415 CIVIC CENTER DRIVE, SUITE 306
SOUTHFIELD, MICHIGAN 48076
(248) 353-8640
FAX (248) 353-1442
March 26, 1999
Via Facsimile and First Class Mail
Mr. Phillip A. Haber, Esq.
Sonnenschein Nath & Rosenthal
1221 Avenue of the Americas
New York, NY 10020-1089
Re: Consent of Independent Appraiser
Dear Mr. Haber:
We hereby consent to the reference to us and to our appraisal dated April 29,
1998 of assets of Harvard Industries, Inc. in that company's Form 10-Q for the
quarter ended January 3, 1999, and to the incorporation of reference thereof in
the company's Registration Statements on Form S-3, File No. 333-71139, and Form
S-4, File No. 333- 71137, filed with the Securities and Exchange Commission.
Very truly yours,
NORMAN LEVY ASSOCIATES, INC.
/s/ David K. Levy
David K. Levy
Executive Vice President
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT FINANCIAL PROFESSIONALS
We hereby consent to the reference to us in the Form 10-Q of Harvard Industries,
Inc. for the quarter ended January 3, 1999, and to the incorporation by
reference thereof in the company's Registration Statements on Form S-3, File No.
333-71139, and Form S-4, File No. 333-71137, filed with the Securities and
Exchange Commission.
CHANIN KIRKLAND MESSINA LLC
By: /s/ Russell Belinsky
-----------------------
Name: Russell Belinsky
Title: Managing Director
Date: March 29, 1999
