SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________________________
NEWCOR, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-0865770
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1825 S. Woodward, Suite 240, Bloomfield Hills, Michigan 48302
Address of Registrant
Registrant's Telephone Number: (810) 253-2400
NEWCOR, INC.
1996 EMPLOYEE INCENTIVE STOCK PLAN
(Full title of the plan)
W. John Weinhardt
President and Chief
Executive Officer
Newcor, Inc.
1825 S. Woodward, Suite 240
Bloomfield Hills, Michigan 48302
(810) 253-2400
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
________________________________
Copy to:
Karen A. McCoy, ESQ.
Miller, Canfield, Paddock and
Stone 150 West Jefferson, Suite 2500
Detroit, Michigan 48226
(313) 963-6420
CALCULATION OF REGISTRATION FEE
_________________________________________________________________________
Title of Amount to Proposed Proposed Amount of
each class be maximum maximum registration
of registered offering aggregate fee
securities price per offering
to be share (1) price(1)
registered
__________ __________ __________ __________ __________
Common 500,000
Stock, shares $9.25 $4,625,000 $1,594.83
$1.00 par
value
_________________________________________________________________________
(1) Pursuant to Rule 457(h)(1)under the Securities Act, the
offering price is based upon the average high and low sales prices of the
Common Stock as reported on the National Association of Securities
Dealers National Market System on March 19, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Registrant
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), hereby are incorporated in this Registration Statement
by reference: (a) Registrant's Annual Report on Form 10K for the fiscal
year ended October 31, 1995; (b) Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended January 31, 1996;
and (c) the description of Registrant's common stock, $1.00 par value,
included in Registrant's Exchange Act Registration Statement on
Form 8-A, dated December 30, 1991. All documents subsequently filed
by Registrant pursuant to Sections 13(a), 14, and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof
from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The General Corporation Law ("GCL") of the State of Delaware
provides that a Delaware corporation, such as the registrant, may
indemnify a director or officer against his or her expenses and
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding (other than an
action by or in the right of the corporation) involving such person by
reason of the fact that such person is or was a director or officer,
concerning actions taken in good faith and in a manner reasonably
believed to be in or not opposed to the best interest of the corporation
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The GCL also provides
that in a derivative action, a Delaware corporation may indemnify its
directors and officers against expenses actually and reasonably incurred
to the extent that such director or officer acted in good faith and in a
manner such director or officer reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification may be made with respect to any claim, issue or matter as
to which such director or officer is adjudged to be liable to the
corporation unless and only to the extent that the court determines upon
application that, despite the adjudication of liability but in view of
all the circumstances of the case, such director or officer is fairly and
reasonably entitled to indemnity for such expenses which the court deems
proper. The GCL also generally permits the advancement of a director's
or officer's expenses, including by means of a mandatory charter or bylaw
provision to that effect, in lieu of requiring the authorization of such
advancement by the Board of Directors in specific cases. Section
102(b)(7) of the GCL provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision may
not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the GCL (relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock) or
(iv) for any transaction from which the director derived an improper
personal benefit.
Article Ninth of Registrant's Restated Certificate of
Incorporation, as amended, implements the foregoing provisions and
provides as follows:
NINTH. (a) The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that he 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 corporation, partnership,
joint venture, trust or other enterprise, including service with
respect to employee benefit plans, against expenses (including
attorneys' fees and ERISA excise taxes or penalties), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
(b) The corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that he 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 corporation,
partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, against expenses
(including attorneys' fees and ERISA excise taxes or penalties),
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court
shall deem proper.
(c) To the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in paragraphs
(a) and (b) of this Article Ninth or in defense of any claim, issue
or matter therein, he shall be indemnified by the corporation
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of this
Article Ninth, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in said paragraphs (a)
and (b). Such determination shall be made (i) by the Board of
Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit, or proceeding, or (ii)
if such a quorum is not obtainable, or even if obtainable and a
quorum of disinterested directors so directs, by independent legal
counsel (compensated by the corporation) in a written opinion, or
(iii) by the stockholders.
(e) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified
by the corporation as authorized in this Article.
(f) The indemnification and advancement of expenses provided
by or granted pursuant to this Article shall not be deemed
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(g) The corporation may purchase and maintain insurance on
behalf of any person who 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 corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify
him against such liability under the provisions of this Article or
of applicable law. The indemnification rights conferred in this
Article Ninth shall be contract rights between the corporation
and the officer or director or other individual entitled to
indemnification.
(h) A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or
arising on the part of the registrant out of its foregoing
indemnification provisions, subject to certain exclusions and to the
policy limits.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are furnished with this
Registration Statement:
Exhibit No. Description
___________ ___________
(4)(a) Restated Certificate of Incorporation of
Registrant, dated July 25, 1990 (Filed as Exhibit
3(a) to Registrant's Report on Form 10-K for the
fiscal year ended October 31, 1990 (File number
1-5985) and incorporated herein by reference)
(4)(a)(i) Certificate of Amendment to Restated Certificate of
Incorporation of Registrant, filed with the
Delaware Secretary of State on March 31, 1992
(Filed as Exhibit (4)(a)(i) to Registrant's
Form S-8 registration statement filed
December 15, 1993 (Registration No. 33-72906)
and incorporated herein by reference)
(4)(b) By Laws of Registrant as amended to date (Filed as
Exhibit 3(b) to Registrant's Report on Form 10-K
for the fiscal year ended October 31, 1990 (File
number 1-5985) and incorporated herein by reference)
(4)(c) Newcor, Inc. 1996 Employee Incentive Stock Plan
(Filed as Appendix A to Registrant's proxy statement
dated February 5, 1996 (File number 1-5985) and
incorporated herein by reference)
(5) Opinion and consent of Miller, Canfield, Paddock
and Stone, P.L.C.
(15) (not applicable)
(23)(a) Consent of Miller, Canfield, Paddock and Stone,
P.L.C. (contained in Exhibit (5))
(23)(b) Consent of Coopers & Lybrand, L.L.P.
(24) Powers of attorney (contained in the signature
pages hereto)
(25) (not applicable)
(28) (not applicable)
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3)of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference into the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(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.
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 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Bloomfield
Hills, State of Michigan, on March 19, 1996.
NEWCOR, INC.
By /s/ W. John Weinhardt
____________________________
W. John Weinhardt
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated and on the dates indicated below. By so
signing, each of the undersigned, in his capacity as a director or
officer, or both, as the case may be, of the registrant, does hereby
appoint W. John Weinhardt, William A. Lawson, John J. Garber, and each of
them severally, his true and lawful attorney to execute in his or her
name, place and stead, in his capacity as a director or officer, or both,
as the case may be, of the registrant, any and all amendments to this
Registration Statement including post-effective amendments thereto and
all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission. Each of said
attorneys shall have full power and authority to do and perform in the
name and on behalf of each of the undersigned, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises as
fully, and for all intents and purposes, as each of the undersigned might
or could do in person, the undersigned hereby ratifying and approving the
acts of said attorneys and each of them.
Signatures Title Date
(1) Principal Executive Officer:
/s/ W. John Weinhardt President and Chief March 19, 1996
___________________________ Executive Officer
W. John Weinhardt
(2) Principal Financial Officer
and Principal
Accounting Officer:
/s/ John J. Garber Treasurer, Vice March 19, 1996
___________________________ President Finance, and
John J. Garber Chief Financial Officer
(3) Directors:
/s/ William A. Lawson Director and Chairman March 19, 1996
____________________________
William A. Lawson
/s/ Jerry D. Campbell Director March 19, 1996
____________________________
Jerry D. Campbell
/s/ Shirley E. Gofrank Director March 19, 1996
____________________________
Shirley E. Gofrank
/s/ Frank L. Klapperich, Jr. Director March 19, 1996
____________________________
Frank L. Klapperich, Jr.
/s/ Jack R. Lousma Director March 19, 1996
____________________________
Jack R. Lousma
Director
____________________________
Richard A. Smith
/s/ Kurt O. Tech Director March 19, 1996
____________________________
Kurt O. Tech
/s/ W. John Weinhardt Director March 19, 1996
____________________________
W. John Weinhardt
EXHIBIT INDEX
Exhibit No. Description
___________ ___________
(4)(a) Restated Certificate of Incorporation of
Registrant, dated July 25, 1990 (Filed as Exhibit 3(a)
to Registrant's Report on Form 10-K for the fiscal
year ended October 31, 1990 (File number 1-5985) and
incorporated herein by reference)
(4)(a)(i) Certificate of Amendment to Restated Certificate of
Incorporation of Registrant, filed with the
Delaware Secretary of State on March 31, 1992
(Filed as Exhibit (4)(a)(i) to Registrant's
Form S-8 registration statement filed
December 15, 1993 (Registration No. 33-72906)
and incorporated herein by reference)
(4)(b) By Laws of Registrant as amended to date(Filed as
Exhibit 3(b) to Registrant's Report on Form 10-K for the
fiscal year ended October 31, 1990 (File number 1-5985)
and incorporated herein by reference)
(4)(c) Newcor, Inc. 1996 Employee Incentive Stock
Plan (Filed as Appendix A to Registrant's proxy statement
dated February 5, 1996 (File number 1-5985) and
incorporated herein by reference)
(5) Opinion and Consent of Miller, Canfield, Paddock and
Stone, P.L.C.
(23)(a) Consent of Miller, Canfield, Paddock and Stone,
P.L.C. (contained in Exhibit (5))
(23)(b) Consent of Coopers & Lybrand, L.L.P.
(24) Powers of Attorney (contained in the
signature pages hereto)
Exhibit 5
SIDNEY T. MILLER Law offices of ANN ARBOR, MICHIGAN
(1864-1940) Miller, Canfield, BLOOMFIELD HILLS,
GEORGE L. CANFIELD Paddock and Stone MICHIGAN
(1866-1928) a partnership including BOCA RATON, FLORIDA
LEWIS H. PADDOCK professional DETROIT, MICHIGAN
(1866-1935) corporations GRAND RAPIDS, MICHIGAN
FERRIS D. STONE 150 West Jefferson, KALAMAZOO, MICHIGAN
(1882-1945) Suite 2500 LANSING, MICHIGAN
Detroit, Michigan MONROE, MICHIGAN
48226 TRAVERSE CITY, MICHIGAN
WASHINGTON, D.C.
________________
TELEPHONE (313) 963-6420
TWX 810-221-5007 MILLCNFLD
DET FAX (313) 496-7500
March 22, 1996
Newcor, Inc.
1825 S. Woodward Avenue, Ste. 240
Bloomfield Hills, Michigan 48302
Gentlemen:
With respect to the registration statement on Form S-8 (the
"Registration Statement") being filed today with the Securities and
Exchange Commission (the "Commission") by Newcor, Inc., a Delaware
corporation (the "Company"), for the purpose of registering under the
Securities Act of 1933, as amended (the "Act"), 500,000 shares of the
common stock, $1.00 par value, of the Company (the "Registered Shares")
that may be acquired under and pursuant to the Newcor, Inc. 1996 Employee
Incentive Stock Plan (the "Plan") by Plan participants (which Registered
Shares may consist of shares already issued and held in the treasury of
the Company, or newly issued shares), we, as your counsel, have examined
such certificates, instruments, and documents and have reviewed such
questions of law as we have considered necessary or appropriate for the
purposes of this opinion, and, on the basis of such examination and
review, we advise you that, in our opinion:
1. The Registered Shares have been legally authorized.
2. When the Registration Statement has become effective and any
newly issued Registered Shares have been sold in accordance with the Plan
and paid for, said newly issued Registered Shares will be validly issued,
fully paid, and nonassessable.
In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Miller, Canfield, Paddock and Stone, P.L.C.
_______________________________________________
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
EXHIBIT 23b
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-8 of our report dated
December 7, 1995, except as to the information
presented in the first paragraph of Note B, for which
the date is January 2, 1996, on our audits of the
financial statements of Newcor, Inc.
/s/ Coopers & Lybrand, L.L.P.
____________________________
COOPERS & LYBRAND, L.L.P.
Detroit, Michigan
March 21, 1996
