AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 27, 1996
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________________________
HEXCEL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-1109521
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
__________________________
5794 WEST LAS POSITAS BOULEVARD
PLEASANTON, CALIFORNIA 94588
(Address of Principal Executive Offices)(Zip Code)
__________________________
HEXCEL CORPORATION INCENTIVE STOCK PLAN
(Full Title of the Plan)
__________________________
RODNEY P. JENKS, ESQ.
HEXCEL CORPORATION
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
5794 WEST LAS POSITAS BOULEVARD
PLEASANTON, CALIFORNIA 94588
(510) 847-9500
(Name, Address and Telephone Number, Including Area Code, of
Agent for Service)
COPIES TO:
ALAN C. MYERS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
__________________________
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Offering Maximum
Title of Amount Price Aggregate Amount of
Securities to to be Per Offering Registrat-
be Registered Registered(1)(3) Share(2) Price(2) ion Fee
Common Stock,
par value $.01 3,000,000
per share . . . shares $12.25 $36,750,000 $12,672.42
(1) This registration statement (this "Registration Statement")
covers shares of Common Stock of the Registrant which may be
offered or sold from time to time pursuant to the
Registrant's Incentive Stock Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the
registration fee. The aggregate offering price has been
computed pursuant to Rules 457(c) and 457(h) promulgated
under the Securities Act of 1933, as amended (the
"Securities Act"), on the basis of the average of the high
and low sale prices of the Registrant's Common Stock as
reported on the New York Stock Exchange Composite Tape on
February 22, 1996, within five business days prior to
filing.
(3) Pursuant to Rule 416, this Registration Statement also
covers such indeterminable number of additional shares of
the Registrant's Common Stock as may be issuable pursuant to
the antidilution provisions of the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration
Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
Not required to be filed with this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by
the Registrant with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference in this
Registration Statement as of their respective dates:
(a) The Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.
(b) The Registrant's Quarterly Reports on Form 10-Q
for the fiscal quarters ended April 2, 1995,
July 2, 1995 and October 1, 1995.
(c) The Registrant's Current Reports on Form 8-K
dated January 12, 1995, January 23, 1995,
February 9, 1995, July 14, 1995 and October 13,
1995.
(d) The description of the Registrant's Common
Stock contained in the Registrant's
Registration Statement on Form 8-A relating to
the Common Stock, including any amendment or
report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities registered 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 a part hereof from the date of filing of
such documents. Any statement incorporated by reference
herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain
provisions of the General Corporation Law of the State of
Delaware (the "GCL"), the Certificate of Incorporation of the
Registrant, the By-laws of the Registrant, Strategic Alliance
Agreement dated as of September 29, 1995 and amended as of
December 12, 1995, among Ciba-Geigy Limited, Ciba-Geigy
Corporation and the Registrant (the "Strategic Alliance
Agreement"), and the the Plan, as such provisions relate to
the indemnification of the directors and officers of the
Registrant. This description is intended only as a summary
and is qualified in its entirety by reference to the
applicable provisions of the GCL, the Certificate of
Incorporation of the Registrant, the By-laws of the
Registrant, the Strategic Alliance Agreement and the Plan,
which are incorporated herein by reference.
The Registrant is a Delaware corporation. Section
145 of the GCL provides that a corporation may 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 such
corporation) by 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 its request in such capacity at another
corporation or business organization, against expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such
person acted in good faith and in a manner such person
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 that
such person's conduct was unlawful. A Delaware corporation
may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval
if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred
to above, the corporation must indemnify against the expenses
that such officer or director actually and reasonably
incurred.
Section 102(b)(7) of the GCL permits a corporation
to provide in its certificate of incorporation that a director
of a 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 GCL
(Liability of Directors for Unlawful Payment of Dividend or
Unlawful Stock Purchase or Redemption) or (iv) for any
transaction from which the director derived an improper
personal benefit.
The Registrant's Certificate of Incorporation
provides for the elimination of personal liability of a
director for breach of fiduciary duty, to the full extent
permitted by the GCL. The Registrant's Certificate of
Incorporation also provides that the Registrant shall
indemnify its directors and officers to the full extent
permitted by the GCL; provided, however, that the Registrant
shall indemnify any such person seeking indemnification in
connection with a proceeding initiated by such person only if
such proceeding was authorized by the Board of Directors of
the Registrant.
The Strategic Alliance Agreement provides that the
Registrant's Certificate of Incorporation and By-laws will
continue to contain the provisions with respect to
indemnification of directors and officers as of the date of
the Strategic Alliance Agreement, which provisions will not be
amended, repealed or otherwise modified, for a period of six
years following the Closing contemplated by the Strategic
Alliance Agreement (the "Closing") in any manner that would
adversely affect the rights of individuals who at any time
prior to the Closing were directors or officers of the
Registrant in respect of actions or omissions occurring at or
prior to the Closing, except for such modifications as are
required by applicable law. In addition, the Strategic
Alliance Agreement generally requires the Registrant to
indemnify its officers and directors as of the date of the
Strategic Alliance Agreement against all losses (including
reasonable fees and expenses of counsel) arising out of any
claim based in whole or in part on the fact that such person
was a director or officer of the Registrant at or prior to the
Closing.
The Registrant maintains, at its expense, an
insurance policy which insures the directors and officers of
the Registrant, subject to certain exclusions and deductions,
against certain liabilities that they may incur in their
capacity as such. The Strategic Alliance Agreement provides
that for six years after the Closing, the Registrant is
generally required to provide directors' and officers'
liability insurance for its officers and directors as of the
date of the Strategic Alliance Agreement.
Pursuant to the Plan, no member of the "Committee"
(as defined therein) shall be liable for any action or
determination made in good faith, and the members of such
committee shall be entitled to indemnification in the manner
provided in the Registrant's Certificate of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 Restated Certificate of Incorporation of the
Registrant dated February 9, 1995 (filed as
Exhibit 3.1 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December
31, 1994 and incorporated herein by reference).
3.1(a) Amendment to the Restated Certificate of
Incorporation dated February 21, 1996.
3.2 Restated By-laws of the Registrant (filed as
Exhibit 3.2 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December
31, 1994 and incorporated herein by reference).
4.1 Restated Certificate of Incorporation of the
Registrant (see Exhibit 3.1 above).
4.1(a) Amendment to the Restated Certificate of
Incorporation filed with the Secretary of
State of Delaware on February 21, 1996
(see Exhibit 3.1(a) above).
4.2 Restated By-laws of the Registrant (see Exhibit
3.2 above).
4.3 Hexcel Corporation Incentive Stock Plan.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom
regarding legality of Common Stock covered by
this Registration Statement.
23.1 Consent of independent auditors.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom
(included in Exhibit 5.1).
ITEM 9. UNDERTAKINGS.
(a) The 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;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of
this 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 this Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of the 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 and of the estimated maximum offering
range may be reflected in the form of
prospectus filed by the Registrant pursuant to
Rule 424(b) under the Securities Act if, in the
aggregate, the changes in volume and price
represent no more than 20 percent change in the
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in
this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information
required to be included in a post-effective
amendment by those subparagraphs is contained in
periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered 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.
(b) The Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the undersigned 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 Securities Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pleasanton, State of California, on
the 27th day of February, 1996.
HEXCEL CORPORATION
(Registrant)
By: /s/ RODNEY P. JENKS, JR.
Rodney P. Jenks, Jr.
Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed below by the
following persons in all capacities and on the dates
indicated.
Signature Title Date
/s/ JOHN J. LEE Chief Executive February 19, 1996
John J. Lee Officer; Director
/s/ WILLIAM P. MEEHAN Vice President -- February 27, 1996
William P. Meehan Finance; Chief
Financial Officer
/s/ WAYNE C. PENSKY Controller and February 23, 1996
Wayne C. Pensky Principal
Accounting Officer
/s/ MARSHALL S. GELLER Director February 27, 1996
Marshall S. Geller
/s/ JOSEPH L. HARROSH Director February 27, 1996
Joseph L. Harrosh
/s/ PETER A. LANGERMAN Director February 27, 1996
Peter A. Langerman
/s/ GEORGE S. SPRINGER Director February 17, 1996
Dr. George S. Springer
/s/ FREDERICK W. STANSKE Director February 27, 1996
Frederick W. Stanske
/s/ FRANKLIN S. WIMER Director February 19, 1996
Franklin S. Wimer
/s/ ROBERT L. WITT Director February 27, 1996
Robert L. Witt
/s/ PETER D. WOLFSON Director February 19, 1996
Peter D. Wolfson
EXHIBIT INDEX
Exhibit
3.1 Restated Certificate of Incorporation of
the Registrant dated February 9, 1995
(filed as Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 and
incorporated herein by reference).
3.1(a) Amendment to the Restated Certificate of
Incorporation dated February 21, 1996.
3.2 Restated By-laws of the Registrant (filed
as Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1994 and incorporated
herein by reference).
4.1 Restated Certificate of Incorporation of
the Registrant (see Exhibit 3.1 above).
4.1(a) Amendment to the Restated Certificate of
Incorporation filed with the Secretary of
State of Delaware on February 21, 1996
(see Exhibit 3.1(a) above).
4.2 Restated By-laws of the Registrant (see
Exhibit 3.2 above).
4.3 Hexcel Corporation Incentive Stock Plan.
5.1 Opinion of Skadden, Arps, Slate, Meagher &
Flom regarding legality of Common Stock
covered by this Registration Statement.
23.1 Consent of independent auditors.
23.2 Consent of Skadden, Arps, Slate, Meagher &
Flom (included in Exhibit 5.1).
Exhibit 3.1(a)
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
HEXCEL CORPORATION
__________________________________________________
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
__________________________________________________
Hexcel Corporation, a Delaware corporation
(hereinafter called the "Corporation"), does hereby
certify as follows:
FIRST: The first sentence of the fourth
paragraph of the Corporation's Restated Certificate of
Incorporation is hereby amended and restated in its
entirety to read as follows:
4. CAPITALIZATION. The total number of shares
which the Corporation is authorized to issue is
101,500,000, consisting of 1,500,000 shares of
Preferred Stock without par value (hereinafter in
this Certificate called the "Preferred Stock"), and
100,000,000 shares of Common Stock with par value of
$.01 per share (hereinafter in this Certificate
called the "Common Stock").
SECOND: The foregoing amendment was duly
adopted in accordance with Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Hexcel Corporation has
caused this Certificate to be duly executed in its
corporate name this 21st day of February, 1996.
HEXCEL CORPORATION
By: /s/ JOHN J. LEE
John J. Lee
Chief Executive Officer
ATTEST:
By:/s/ RODNEY P. JENKS, JR.
Rodney P. Jenks, Jr.
Vice President, General Counsel
and Secretary
Exhibit 4.3
HEXCEL CORPORATION
INCENTIVE STOCK PLAN
I. PURPOSE
This Incentive Stock Plan (the "Plan") is an
amendment and restatement of the Hexcel Corporation Long-
Term Incentive Plan and the Hexcel Corporation 1995
Directors' Stock Option Plan which combines the two Plans
and increases the number of shares available under the
Plans. The Plan is intended to attract, retain and
provide incentives to Employees, officers, Directors and
consultants of the Corporation, and to thereby increase
overall shareholders' value. The Plan generally provides
for the granting of stock, stock options, stock
appreciation rights, restricted shares, other stock-based
awards or any combination of the foregoing to the
eligible participants.
II. DEFINITIONS
(a) "Award" includes, without limitation, stock
options (including Director Options and incentive stock
options within the meaning of Section 422(b) of the Code)
with or without stock appreciation rights, dividend
equivalent rights, stock awards, restricted share awards,
or other awards that are valued in whole or in part by
reference to, or are otherwise based on, the Common Stock
("other Common Stock-based Awards"), all on a stand
alone, combination or tandem basis, as described in or
granted under this Plan.
(b) "Award Agreement" means a written agreement
setting forth the terms and conditions of each Award made
under this Plan.
(c) "Board" means the Board of Directors of the
Corporation.
(d) "Code" means the Internal Revenue Code of 1986,
as amended from time to time.
(e) "Committee" means the Executive Compensation
and Organization Committee of the Board or such other
committee of the Board as may be designated by the Board
from time to time to administer this Plan.
(f) "Common Stock" means the $.01 par value common
stock of the Corporation.
(g) "Corporation" means Hexcel Corporation, a
Delaware corporation.
(h) "Director" means a member of the Board.
(i) "Director Option" means a stock option granted
pursuant to Section VII hereof to a Director.
(j) "Director Optionee" means a recipient of an
Award of a Director Option.
(k) "Employee" means an employee of the Corporation
or a Subsidiary.
(l) "Exchange Act" means the Securities Exchange
Act of 1934, as amended.
(m) "Fair Market Value" means the closing price for
the Common Stock as reported in publications of general
circulation for the New York Stock Exchange Composite
Transactions on such date, or, if there were no sales on
the valuation date, on the next preceding date on which
such closing price was recorded; provided, however, that
the Committee may specify some other definition of Fair
Market Value with respect to any particular Award.
(n) "Participant" means an Employee, officer,
director or consultant who has been granted an Award
under the Plan.
(o) "Plan Year" means a calendar year.
(p) "Subsidiary" means any corporation or other
entity, whether domestic or foreign, in which the
Corporation has or obtains, directly or indirectly, a
proprietary interest of more than 50% by reason of stock
ownership or otherwise.
III. ELIGIBILITY
Any Employee, officer, Director or consultant of the
Corporation or Subsidiary selected by the Committee is
eligible to receive an Award pursuant to Section VI
hereof; provided, however, a Director shall not be
eligible to receive such an Award if he is (i) a member
of the Committee; (2) a member of a committee
administering any other stock option, stock appreciation,
stock bonus or other stock plan of the Corporation or any
Subsidiary unless such plan does not permit participation
by Directors; or (3) a former (within one year) member of
the Committee or any committee administering any other
such plan. Directors described in Section VII(a) hereof
are eligible to receive Awards of Director Options
pursuant to Section VII.
IV. PLAN ADMINISTRATION
(a) Except as otherwise determined by the Board,
the Plan shall be administered by the Committee. The
Board, or the Committee to the extent determined by the
Board, shall periodically make determinations with
respect to the participation of Employees, officers,
Directors and consultants in the Plan and, except as
otherwise required by law or this Plan, the grant terms
of Awards, including vesting schedules, price,
restriction or option period, dividend rights, post-
retirement and termination rights, payment alternatives
such as cash, stock, contingent awards or other means of
payment consistent with the purposes of this Plan, and
such other terms and conditions as the Board or the
Committee deems appropriate which shall be contained in
an Award Agreement with respect to a Participant.
(b) The Committee shall have authority to interpret
and construe the provisions of the Plan and any Award
Agreement and make determinations pursuant to any Plan
provision or Award Agreement which shall be final and
binding on all persons. No member of the Committee shall
be liable for any action or determination made in good
faith, and the members shall be entitled to
indemnification and reimbursement in the manner provided
in the Corporation's Certificate of Incorporation, as it
may be amended from time to time.
(c) The Committee shall have the authority at any
time to provide for the conditions and circumstances
under which Awards shall be forfeited. The Committee
shall have the authority to accelerate the vesting of any
Award and the time at which any Award becomes
exercisable.
V. CAPITAL STOCK SUBJECT TO THE PROVISIONS OF THIS PLAN
(a) The capital stock subject to the provisions of
this Plan shall be shares of authorized but unissued
Common Stock and shares of Common Stock held as treasury
stock. Subject to adjustment in accordance with the
provisions of Section XI, and subject to Section V(c)
below, the maximum number of shares of Common Stock that
shall be available for grants of Awards under this Plan
shall be 3,000,000.
(b) The grant of a restricted share Award shall be
deemed to be equal to the maximum number of shares which
may be issued under the Award. Awards payable only in
cash will not reduce the number of shares available for
Awards granted under the Plan.
(c) There shall be carried forward and be available
for Awards under the Plan, in addition to shares
available for grant under paragraph (a) of this Section
V, all of the following: (i) any unused portion of the
limit set forth in paragraph (a) of this Section V; (ii)
shares represented by Awards which are cancelled,
forfeited, surrendered, terminated, paid in cash or
expire unexercised; and (iii) the excess amount of
variable Awards which become fixed at less than their
maximum limitations.
VI. DISCRETIONARY AWARDS UNDER THIS PLAN
As the Board or Committee may determine, the
following types of Awards and other Common Stock-based
Awards may be granted under this Plan on a stand
alone, combination or tandem basis:
(a) Stock Option. A right to buy a specified
number of shares of Common Stock at a fixed exercise
price during a specified time, all as the Committee may
determine.
(b) Incentive Stock Option. An Award which may be
granted only to Employees in the form of a stock option
which shall comply with the requirements of Code Section
422 or any successor section as it may be amended from
time to time. The exercise price of any incentive stock
option shall not be less than 100% of the Fair Market
Value of the Common Stock on the date of grant of the
incentive stock option Award. Subject to adjustment in
accordance with the provisions of Section XI, the
aggregate number of shares which may be subject to
incentive stock option Awards under this Plan shall not
exceed the maximum number of shares provided in paragraph
(a) of Section V above. To the extent that Code Section
422 requires certain provisions to be set forth in a
written plan, said provisions are incorporated herein by
this reference.
(c) Stock Option in lieu of Compensation Election.
A right given with respect to a year to a Director,
officer or key Employee to elect to exchange annual
retainers, fees or compensation for stock options.
(d) Stock Appreciation Right. A right which may or
may not be contained in the grant of a stock option or
incentive stock option to receive the excess of the Fair
Market Value of a share of Common Stock on the date the
option is surrendered over the option exercise price or
other specified amount contained in the Award Agreement.
(e) Restricted Shares. A transfer of Common Stock
to a Participant subject to forfeiture until such
restrictions, terms and conditions as the Committee may
determine are fulfilled.
(f) Dividend or Equivalent. A right to receive
dividends or their equivalent in value in Common Stock,
cash or in a combination of both with respect to any new
or previously existing Award.
(g) Stock Award. An unrestricted transfer of
ownership of Common Stock.
(h) Other Stock-Based Awards. Other Common Stock-
based Awards which are related to or serve a similar
function to those Awards set forth in this Section VI.
VII. FORMULA AWARDS UNDER THIS PLAN
In addition to Awards that may be granted pursuant
to Section VI hereof, Director Options shall be granted
as provided below:
(a) Grants of Director Options.
(i) As of April 4, 1995, each Director shall
be granted an Option to acquire 40,000 shares of Common
Stock upon the terms and subject to the conditions set
forth in the Plan and this Section VII. With respect to
any individual who becomes a Director after April 4, 1995
who is not also a full-time employee of the Corporation
or any Subsidiary (provided such individual has not
previously received a grant pursuant to this Section
VII(a)(i)), such individual shall be granted as of the
date of his election or appointment as a Director a
Director Option to acquire 40,000 shares of Common Stock
upon the terms and subject to the conditions set forth in
the Plan and this Section VII.
(ii) On April 4, 1996 and on each anniversary
of such date through and including April 4, 2000, each
Director who is not on such date also a full-time
employee of the Corporation or any Subsidiary shall be
granted a Director Option to acquire 2,000 shares of
Common Stock upon the terms and subject to the conditions
set forth in the Plan and this Section VII.
(iii) If on any date when Options are to be
granted pursuant to Section VII(a)(i) or (ii) the total
number of shares of Common Stock as to which Director
Options are to be granted exceeds the number of shares of
Common Stock remaining available under the Plan, there
shall be a pro rata reduction in the number of shares of
Common Stock as to which each Director Option is granted
on such day.
(b) Terms of Director Options.
The terms of each Director Option granted under
this Section VII shall be determined by the Board
consistent with the provisions of the Plan, including the
following:
(i) The purchase price of the shares of Common
Stock subject to each Director Option shall be equal to
the Fair Market Value of such shares on the date such
option is granted.
(ii) Each Director Option shall be exercisable
as to one-third of the shares subject thereto immediately
upon the grant of the option and as to an additional one-
third of such shares on the first and second anniversary
of the date of such grant.
(iii) Shares of Common Stock obtained upon
exercise of a Director Option may not be sold until six
months after the date such option was granted.
(iv) Each Director Option shall expire ten
years after the granting thereof. Each Director Option
shall be subject to earlier expiration as expressly
provided in Section VII(c) hereof.
(c) Disability, Death or Termination of Director
Status, Change in Control.
(i) If a Director Optionee ceases to be a
Director for any reason other than his disability or
death, each Director Option held by him to the extent
exercisable on the effective date of his ceasing to be a
Director shall remain exercisable until the earlier to
occur of (i) the first anniversary of such effective date
and (ii) the expiration of the stated term of the
Director Option; provided, however, that if the Director
Optionee is removed, withdraws or otherwise ceases to be
a Director due to his fraud, dishonesty or intentional
misrepresentation in connection with his duties as a
Director or his embezzlement, misappropriation or
conversion of assets or opportunities of the Corporation
or any Subsidiary, all unexercised Director Options held
by the Director Optionee shall expire forthwith. Each
Director Option held by the Director Optionee to the
extent not exercisable on the effective date of his
ceasing to be a Director for any reason other than his
disability or death shall expire forthwith.
(ii) If a Director Optionee ceases to be a
Director as a result of his disability or death, each
Director Option held by him to the extent that the
Director Option is exercisable on the effective date of
his ceasing to be a Director shall remain exercisable by
the Director Optionee or the Director Optionee's
executor, administrator, legal representative or
beneficiary, as the case may be, until the earlier to
occur of (x) the third anniversary of such effective date
and (y) the expiration of the stated term of the Director
Option. Each Director Option held by the Director
Optionee to the extent not exercisable on the effective
date of his ceasing to be a Director as a result of his
disability or death shall expire forthwith.
(iii) In the event of a Change in Control
(as hereinafter defined) while a Director Optionee is a
Director, each Director Option held by the Director
Optionee to the extent not then exercisable shall
thereupon become exercisable. If a Change in Control
occurs on or before the effective date of a Director
Optionee's ceasing to be a Director, the provisions of
this subsection (iii) shall govern with respect to the
exercisability of the Director Options held by him as of
the date on which the Director Optionee ceases to be a
Director and the provisions of subsection (i) or (ii) of
this Section VII(c) shall govern with respect to the
period of time during which such Director Options shall
remain exercisable. For purposes of this subsection
(iii), "Change in Control" means:
(A) An acquisition by any person (within
the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934 (the "Exchange
Act")) who is not as of the date of consummation of
the Corporation's 1995 rights offering to
shareholders of the Corporation the beneficial
holder of at least 10% of the Corporation's then
outstanding common stock, of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20% or more of either (x) the
then outstanding common stock (the "Outstanding
Corporation Common Stock") or (y) the combined
voting power of the then outstanding common stock
entitled to vote generally in the election of
directors (the "Outstanding Corporation Voting
Securities"); excluding, however, the following: (1)
any acquisition of Outstanding Corporation Common
Stock by the Corporation, (2) any acquisition of
Outstanding Corporation Common Stock by any employee
benefit plan (or related trust) sponsored or
maintained by the Corporation or any corporation
controlled by the Corporation or (3) any acquisition
of Outstanding Corporation Common Stock by any
person pursuant to a transaction which complies with
clauses (1), (2) and (3) of subsection (C) of this
definition; or
(B) A change in the composition of the
Board such that the individuals who, as of the
effective date of the Plan, constitute the Board
(such Board shall be hereinafter referred to as the
"Incumbent Board") cease for any reason to
constitute at least a majority of the Board;
provided, however, for purposes of this definition,
that any individual who becomes a Director
subsequent to such effective date, whose election,
or nomination for election by the Corporation's
stockholders, was approved by a vote of at least a
majority of those individuals who are Directors and
who were also members of the Incumbent Board (or
deemed to be such pursuant to this proviso) shall be
considered as though such individual were a member
of the Incumbent Board; but, provided further, that
any such individual whose initial assumption of
office occurs as a result of either an actual or
threatened election contest (as such terms are used
in Rule 14a-11 of Regulation 14A promulgated under
the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf
of a person or legal entity other than the Board
shall not be so considered as a member of the
Incumbent Board; or
(C) The approval by the stockholders of
the Corporation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Corporation
("Corporate Transaction"); excluding, however, such
a Corporate Transaction pursuant to which (1) all or
substantially all of the individuals and entities
who are the Beneficial Owners, respectively, of the
Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities immediately prior to
such Corporate Transaction will beneficially own,
directly or indirectly, more than 60% of,
respectively, the outstanding common stock, and the
combined voting power of the then outstanding common
stock entitled to vote generally in the election of
directors, as the case may be, of the company
resulting from such Corporate Transaction
(including, without limitation, a corporation which
as a result of such transaction owns the Corporation
or all or substantially all of the Corporation's
assets either directly or through one or more
subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding
Corporation Common Stock and Outstanding Corporation
Voting Securities, as the case may be, (2) no person
(other then the Corporation, any employee benefit
plan (or related trust) sponsored or maintained by
the Corporation or any corporation controlled by the
Corporation or such corporation resulting from such
Corporate Transaction) will beneficially own,
directly or indirectly, 20% or more of,
respectively, the outstanding shares of common stock
of the corporation resulting from such Corporate
Transaction or the combined voting power of the
outstanding voting securities of such corporation
entitled to vote generally in the election of
directors except to the extent that such ownership
existed with respect to the Corporation prior to the
Corporate Transaction and (3) individuals who were
members of the Incumbent Board will constitute at
least a majority of the board of directors of the
corporation resulting from such Corporate
Transaction; or
(D) The approval by the stockholders of
the Corporation of a complete liquidation or
dissolution of the Corporation.
VIII. AWARD AGREEMENTS
Each Award under the Plan shall be evidenced by an
Award Agreement setting forth the terms and conditions of
the Award and executed by the Corporation and
Participant.
IX. OTHER TERMS AND CONDITIONS
(a) Assignability. Unless provided to the contrary
in any Award, no Award shall be assignable or
transferable except by will, by the laws of descent and
distribution and during the lifetime of a Participant,
the Award shall be exercisable only by such Participant.
No Award granted under the Plan shall be subject to
execution, attachment or process.
(b) Termination of Employment or Other
Relationship. Except as provided in Section VII(c) with
respect to Director Options, the Committee shall
determine the disposition of the grant of each Award in
the event of the retirement, disability, death or other
termination of a Participant's employment or other
relationship with the Corporation or a Subsidiary.
(c) Rights as a Stockholder. A Participant shall
have no rights as a stockholder with respect to shares
covered by an Award until the date the Participant is the
holder of record. No adjustment will be made for
dividends or other rights for which the record date is
prior to such date.
(d) No Obligation to Exercise. The grant of an
Award shall impose no obligation upon the Participant to
exercise the Award.
(e) Payments by Participants. The Committee may
determine that Awards for which a payment is due from a
Participant may be payable: (i) in U.S. dollars by
personal check, bank draft or money order payable to the
order of the Corporation, by money transfers or direct
account debits; (ii) through the delivery or deemed
delivery based on attestation to the ownership of shares
of Common Stock with a Fair Market Value equal to the
total payment due from the Participant; (iii) pursuant to
a broker-assisted "cashless exercise" program if
established by the Corporation; (iv) by a combination of
the methods described in (i) through (iii) above; or (v)
by such other methods as the Committee may deem
appropriate.
(f) Withholding. Except as otherwise provided by
the Committee, (i) the deduction of withholding and any
other taxes required by law will be made from all amounts
paid in cash and (ii) in the case of payments of Awards
in shares of Common Stock, the Participant shall be
required to pay the amount of any taxes required to be
withheld prior to receipt of such stock, or
alternatively, a number of shares the Fair Market Value
of which equals the amount required to be withheld may be
deducted from the payment.
(g) Restrictions on Sale and Exercise. With
respect to officers and directors for purposes of Section
16 of the Exchange Act, and if required to comply with
rules promulgated thereunder, (i) no Award providing for
exercise, a vesting period, a restriction period or the
attainment of performance standards shall permit
unrestricted ownership of Common Stock by the Participant
for at least six months from the date of grant, and (ii)
Common Stock acquired pursuant to this Plan (other than
Common Stock acquired as a result of the granting of a
"derivative security") may not be sold for at least six
months after acquisition.
(h) Maximum Awards. The maximum number of shares
of Common Stock that may be issued to any single
Participant pursuant to options under this Plan is equal
to the maximum number of shares provided for in paragraph
(a) of Section V
X. TERMINATION, MODIFICATION AND AMENDMENTS
(a) The Plan may from time to time be terminated,
modified or amended by the affirmative vote of the
holders of a majority of the outstanding shares of the
capital stock of the Corporation present or represented
and entitled to vote at a duly held stockholders meeting.
(b) The Board may at any time terminate the Plan or
from time to time make such modifications or amendments
of the Plan as it may deem advisable; provided, however,
that the Board shall not make any amendments to the Plan
which require stockholder approval under applicable law,
rule or regulation unless the same shall be approved by
the requisite vote of the Corporation's stockholders.
(c) No termination, modification or amendment of
the Plan may adversely affect the rights conferred by an
Award without the consent of the recipient thereof.
(d) Notwithstanding anything herein to the
contrary, the provisions of Section VII shall not be
amended more than once every six months, other than to
comport with changes in the Code, the Employee Retirement
Income Security Act, or the rules thereunder.
XI. RECAPITALIZATION
The aggregate number of shares of Common Stock as to
which Awards may be granted to Participants, the number
of shares thereof covered by each outstanding Award, and
the price per share thereof in each such Award, shall all
be proportionately adjusted for any increase or decrease
in the number of issued shares of Common Stock resulting
from a subdivision or consolidation of shares or other
capital adjustment, or the payment of a stock dividend or
other increase or decrease in such shares, effected
without receipt of consideration by the Corporation, or
other change in corporate or capital structure; provided,
however, that any fractional shares resulting from any
such adjustment shall be eliminated. The Committee may
also make the foregoing changes and any other changes,
including changes in the classes of securities available,
to the extent it is deemed necessary or desirable to
preserve the intended benefits of the Plan for the
Corporation and the Participants in the event of any
other reorganization, recapitalization, merger,
consolidation, spin-off, extraordinary dividend or other
distribution or similar transaction.
XII. NO RIGHT TO EMPLOYMENT
Except as provided in Section VII with respect to
Director Options, no person shall have any claim or right
to be granted an Award, and the grant of an Award shall
not be construed as giving a Participant the right to be
retained in the employ of, or in the other relationship
with, the Corporation or a Subsidiary. Further, the
Corporation and each Subsidiary expressly reserve the
right at any time to dismiss a Participant free from any
liability, or any claim under the Plan, except as
provided herein or in any Award Agreement issued
hereunder.
XIII. GOVERNING LAW
To the extent that federal laws do not otherwise
control, the Plan shall be construed in accordance with
and governed by the laws of the State of California.
XI. SAVINGS CLAUSE
This Plan is intended to comply in all aspects with
applicable laws and regulations, including, with respect
to those Employees who are officers or directors for
purposes of Section 16 of the Exchange Act, Rule 16b-3
under the Exchange Act. In case any one more of the
provisions of this Plan shall be held invalid, illegal or
unenforceable in any respect under applicable law and
regulation (including Rule 16b-3), the validity, legality
and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby and the
invalid, illegal or unenforceable provision shall be
deemed null and void; however, to the extent permissible
by law, any provision which could be deemed null and void
shall first be construed, interpreted or revised
retroactively to permit this Plan to be construed in
compliance with all applicable laws (including Rule 16b-
3) so as to foster the intent of this Plan.
XII. EFFECTIVE DATE AND TERM
The Hexcel Corporation Long-Term Incentive Plan and
the Hexcel Corporation 1995 Directors' Stock Option Plan
became effective as of February 9, 1995, and April 4,
1995, respectively. The effectiveness of each such plan
as incorporated in this amendment and restatement is
subject to approval by stockholders of the Corporation.
Awards granted under either plan prior to such approval
by the stockholders shall be subject to such approval.
The Plan shall terminate on February 8, 2005. No Awards
shall be granted after the termination of the Plan.
Exhibit 5.1
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
February 27, 1996
Board of Directors
Hexcel Corporation
5794 West Las Positas Boulevard
Pleasanton, California 94588
Re: Hexcel Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Hexcel
Corporation, a Delaware corporation (the "Company"), in
connection with its Registration Statement (the
"Registration Statement") on Form S-8 to be filed with
the Securities and Exchange Commission (the "Commission")
on the date hereof for the registration of 3,000,000
shares (the "Shares") of the Company's common stock, par
value $0.01 per share (the "Common Stock"), under the
Securities Act of 1933, as amended (the "Securities
Act"). The Shares are issuable pursuant to the Hexcel
Corporation Incentive Stock Plan (the "Plan").
This opinion is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K
of the General Rules and Regulations promulgated under
the Securities Act.
In connection with this opinion, we have
examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Registration
Statement; (ii) the Certificate of Incorporation of the
Company, as currently in effect; (iii) the By-laws of the
Company, as currently in effect; (iv) certain resolutions
of the Company's Board of Directors relating to the Plan,
the issuance of the Shares pursuant to the Plan and the
Registration Statement; (v) the report of the Inspector
of Election delivered in connection with the Company's
February 21, 1996 Annual Meeting of Stockholders; and
(vi) the Plan. We have also examined originals or
copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such
agreements, certificates of public officials,
certificates of officers or other representatives of the
Company and others, and such other documents,
certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal
capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents
of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals
of such latter documents. In making our examination of
documents executed or to be executed by parties other
than the Company, we have assumed that such parties had
or will have the power, corporate or other, to enter into
and perform all obligations thereunder and have also
assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such
parties of such documents and the validity and binding
effect of such documents on such parties. As to any
facts material to the opinions expressed herein which we
have not independently established or verified, we have
relied upon statements and representations of officers
and other representatives of the Company and others.
Members of our firm are admitted to the bar in
the State of Delaware, and we do not express any opinion
as to the laws of any other jurisdiction.
Based upon the foregoing, we are of the opinion
that when (i) certificates representing the Shares have
been duly signed by appropriate officers of the Company
and the transfer agent and registrar for the Common Stock
and registered by such transfer agent and registrar and
(ii) the Shares have been issued pursuant to and in
accordance with the terms of the Plan and upon receipt of
the consideration therefor, the Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE,
MEAGHER & FLOM
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Hexcel Corporation for the
Incentive Stock Plan on Form S-8 of our report dated
February 24, 1995 (which report expresses an unqualified
opinion and includes explanatory paragraphs regarding the
confirmation of Hexcel Corporation's plan of
reorganization, future compliance with certain financial
ratio covenants of the revolving credit facility, and
changes in accounting for postretirement benefits other
than pensions and for income taxes), appearing in the
Annual Report on Form 10-K of Hexcel Corporation for the
year ended December 31, 1994.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Oakland, California
February 23, 1996
