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
(State or other jurisdiction of incorporation or organization)
38-0865770
(I.R.S. Employer Identification No.)
1825 S. Woodward, Suite 240, Bloomfield Hills, Michigan 48302
(810)253-2400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
NEWCOR, INC.
1996 NON-EMPLOYEE DIRECTORS
STOCK OPTION 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 registra-
of registered offering aggregate tion fee
securities price per offering
to be share (1) price(1)
registered
CommonStock 100,000 $8.3125 $831,250 $259.77
$1.00 par shares
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 7, 1997.
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 10-K for the fiscal year ended October
31, 1996; and (b) 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 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, without 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 corporation's 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
ction 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
quivalent, 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 by-law, 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 connnnection 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 April 6, 1992
(Filed as Exhibit 4(a)(i)to Registrant's
Registration Statement on Form S-8 (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 Non-Employee Directors Stock
Option Plan (Filed as Appendix B 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 5, 1997.
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 CEO March 5, 1997
W. John Weinhardt
(2) Principal Fin'l
Officer and Principal
Accounting Officer:
/s/ John J. Garber Treasurer, VP Finance, March 5,1997
John J. Garber and CFO
(3) Directors:
/a/ William A. Lawson Director and Chairman March 5,1997
William A. Lawson
/s/ Jerry D. Campbell Director March 11,1997
Jerry D. Campbell
/s/ Shirley E. Gofrank Director March 5,1997
Shirley E. Gofrank
/s/ FrankL.Klapperich,Jr. Director March 5,1997
Frank L. Klapperich, Jr.
/s/ Jack R. Lousma Director March 5,1997
Jack R. Lousma
/s/ Richard A. Smith Director March 5,1997
Richard A. Smith
/s/ Kurt O. Tech Director March 5,1997
Kurt O. Tech
/s/ W. John Weinhardt Director March 5,1997
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 April 6, 1992 (Filed as Exhibit
(4)(a)(i) to Registrant's Registration Statement on Form S-8
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 Non-Employee Directors Stock Option
Plan (Filed as Appendix B 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)
[letterhead of Miller, Canfield, Paddock and Stone, P.L.C.]
March 11, 1997
Newcor, Inc.
1825 S. Woodward Avenue, Suite 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"),
100,000 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 Non-Employee Directors Stock Option 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,
nstruments, 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,
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
Exhibit (23)(b)
[letterhead of Coopers & Lybrand, L.L.P.]
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration
Statement of Newcor, Inc. on Form S-8 of our report dated December 5, 1996,
on our audits of the consolidated financial statements of Newcor, Inc.
as of October 31, 1996 and 1995, and for the years ended October 31,
1996, 1995, and 1993, which report is incorporated by reference from the
Annual Report on Form 10-K for the year ended October 31, 1996.
/s/ Coopers & Lybrand L.L.P.
Detroit, Michigan
March 7, 1997
