AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1997
REGISTRATION NO. 333-
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.)
_______________________
TWO STAMFORD PLAZA
281 TRESSER BOULEVARD
STAMFORD, CONNECTICUT 06901
(Address of Principal Executive Offices)(Zip Code)
_______________________
HEXCEL CORPORATION INCENTIVE STOCK PLAN
(Full Title of the Plan)
_______________________
IRA J. KRAKOWER, ESQ.
HEXCEL CORPORATION
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TWO STAMFORD PLAZA
281 TRESSER BOULEVARD
STAMFORD, CONNECTICUT 06901
(203) 969-0666
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
COPIES TO: JOSEPH A. COCO, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
_______________________
CALCULATION OF REGISTRATION FEE
====================================================================
Proposed
Maximum Proposed
Title of Amount to Offering Maximum
Securities be Price Aggregate Amount of
to be Registered Per Offering Registration
Registered (1)(3) Share(2) Price(2) Fee
====================================================================
Common
Stock, par
value $0.01
per share 3,850,000 $28.50 $109,725,000.00 $33,250.00
shares
(1) This registration statement (this "Registration Statement")
covers shares of Common Stock of Hexcel Corporation (the
"Registrant") which may be offered or sold from time to time
pursuant to the Hexcel Corporation 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 September 19, 1997,
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, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1997.
(c) The Registrant's proxy statement dated April 21,
1997 relating to the Registrant's Annual Meeting of
Stockholders held on May 22, 1997 (the "Proxy
Statement").
(d) The Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1997.
(e) The Registrant's Current Report on Form 8-K dated
April 29, 1997.
(f) The Registrant's Current Report on Form 8-K dated
July 15, 1997.
(g) 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 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 Bylaws 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.
4.1 Restated Certificate of Incorporation of the
Registrant dated June 3, 1996 (filed as Exhibit 1
to the Registrant's Registration Statement on Form
8-A dated July 9, 1996 and incorporated herein by
reference).
4.2 Restated By-laws of the Registrant dated May 23,
1996 (filed as Exhibit 2 to the Registrant's
Registration Statement on Form 8-A dated July 9,
1996 and incorporated herein by reference).
4.3 Hexcel Corporation Incentive Stock Plan, as amended
and restated January 30, 1997 (filed as Annex A to
the Registrant's Proxy Statement and incorporated
herein by reference).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
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 LLP
(included in Exhibit 5. 1).
24.1 Power of Attorney (included on the signature page
of this Registration Statement).
99.1 Strategic Alliance Agreement dated as of September
29, 1995 among Hexcel Corporation, Ciba-Geigy
Limited and Ciba-Geigy Corporation (incorporated
herein by reference to Exhibit 10.F to the
Registrant's current report on Form 8-K dated as of
October 13, 1995).
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 Stamford, State of Connecticut, on the 22nd day of September,
1997.
HEXCEL CORPORATION
(Registrant)
By: /s/ IRA J. KRAKOWER
Ira J. Krakower
Senior Vice President, General
Counsel and Secretary
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Ira J.
Krakower, his attorney-in-fact, with the power of substitution,
for him in any and all capacities, to sign any amendments to this
registration statement (including post-effective amendments), and
to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorney-in-
fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, 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 President; Chief September 22, 1997
----------------------- Executive Officer;
John J. Lee Director
/s/ STEPHEN C. FORSYTH Senior Vice President, September 22, 1997
----------------------- Finance and Admin-
Stephen C. Forsyth istration; Chief
Financial Officer
/s/ WAYNE C. PENSKY Controller and Principal September 22, 1997
----------------------- Accounting Officer
Wayne C. Pensky
/s/ JOHN M.D. CHEESMOND Director September 22, 1997
-----------------------
John M.D. Cheesmond
-----------------------
Marshall S. Geller Director
/s/ JUERGEN HABERMEIER Director September 14, 1997
-----------------------
Juergen Habermeier
/s/ STANLEY SHERMAN Director September 22, 1997
-----------------------
Stanley Sherman
/s/ MARTIN L. SOLOMON Director September 22, 1997
-----------------------
Martin L. Solomon
/s/ DR. GEORGE S. SPRINGER Director September 22, 1997
-----------------------
Dr. George S. Springer
/s/ JOSEPH T. SULLIVAN Director September 22, 1997
-----------------------
Joseph T. Sullivan
-----------------------
Hermann Vodicka Director
/s/ FRANKLIN S. WIMER Director September 22, 1997
-----------------------
Franklin S. Wimer
EXHIBIT INDEX
Exhibit
4.1 Restated Certificate of Incorporation of the Registrant dated
June 3, 1996 (filed as Exhibit 1 to the Registrant's
Registration Statement on Form 8-A dated July 9, 1996 and
incorporated herein by reference).
4.2 Restated By-laws of the Registrant dated May 23, 1996 (filed
as Exhibit 2 to the Registrant's Registration Statement on
Form 8-A dated July 9, 1996 and incorporated herein by
reference).
4.3 Hexcel Corporation Incentive Stock Plan, as amended and
restated January 30, 1997 (filed as Annex A to the
Registrant's Proxy Statement and incorporated herein by
reference).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding
legality of Common Stock covered by this Registration
Statement.
23.1 Consent of independent auditors.
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5. 1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
99.1 Strategic Alliance Agreement dated as of September 29, 1995
among Hexcel Corporation, Ciba-Geigy Limited and Ciba-Geigy
Corporation (incorporated herein by reference to Exhibit 10.F
to the Registrant's current report on Form 8-K dated as of
October 13, 1995).
Exhibit 5.1
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
September 23, 1997
Hexcel Corporation
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
Re: 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 the
preparation of a registration statement on Form S-8 (the
"Registration Statement"), relating to the issuance and sale of up
to 3,850,000 shares (the "Shares") of the common stock, par value
$0.01 per share (the "Common Stock"), of the Company issuable upon
exercise of options and stock awards that may be granted under the
Company's Incentive Stock Plan (the "Plan").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act of 1933, as amended (the "Act").
We have examined originals or copies, certified or
otherwise identified to our satisfaction, of (a) the Registration
Statement, (b) the Plan, (c) a specimen certificate evidencing the
Common Stock, (d) the Restated Certificate of Incorporation of the
Company, as amended to date, (e) the Amended and Restated By-Laws
of the Company, as amended to date, (f) certain resolutions of the
Board of Directors of the Company relating to, among other things,
the Plan, and (g) such other documents as we have deemed necessary
or appropriate as a basis for the opinions set forth below.
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, conformed or photostatic copies and the authenticity
of the originals of such latter documents. In making our
examination of documents executed by parties other than the
Company, we have assumed that such parties had 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 thereof on such parties. As to any facts material to the
opinions expressed herein which we did not independently establish
or verify, we have relied upon certificates, statements or
representations of officers and other representatives of the
Company, public officials and others. In rendering the opinion
set forth below, we have assumed that (i) the certificates
representing the Shares will be manually signed by one of the
authorized officers of the transfer agent and registrar for the
Common Stock and registered by such transfer agent and registrar
and will conform to the specimen thereof examined by us and (ii)
prior to the issuance of any Shares, the Company and the relevant
grantee will have duly entered into award agreements ("Award
Agreements") in accordance with the terms of the Plan.
Members of our firm are admitted to the Bar of the State
of New York, and we do not express any opinion as to the laws of
any jurisdiction other than the General Corporation Law of the
State of Delaware.
Based upon and subject to the foregoing, we are of the
opinion that the Shares have been duly and validly authorized for
issuance and, when delivered and paid for in accordance with the
terms of the Plan and the Award Agreements, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission (the "Commission") as Exhibit 5
to the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act of 1933 or the
rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
Exhibit 23.1
Deloitte & Touche LLP
111 Broadway, Suite 2100
Oakland, California 94607-4036
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Hexcel Corporation on Form S-8 of our report dated
February 28, 1997, appearing in the Annual Report on Form 10-K of
Hexcel Corporation for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Oakland, California
September 19, 1997
