AS FILLED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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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 MANAGEMENT STOCK PURCHASE 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
-------------------------------------------------------------------------
Title of Amount to Proposed Proposed Amount
Securities to be Maximum Maximum of
be Registered Registered Offering Aggregate Registration
(1)(3) Price per Offering Fee
Share(2) Price(2)
------------------------------------------------------------------------
Common Stock, 150,000 $22.80 $3,420,000.00 $1,036.36
par value $0.01 shares
per share
(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 Management Stock Purchase 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. Common
Stock will be issued under the Plan at eighty percent
(80%) of the average of such high and low prices on the
date of each sale of Common Stock under the Plan.
(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 Amended and 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 Management Stock Purchase Plan
(filed as Annex B 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 Executive September 22, 1997
__________________________ Officer; Director
John J. Lee
/s/ STEPHEN C. FORSYTH Senior Vice President, September 22, 1997
__________________________ Finance and Adminis-
Stephen C. Forsyth tration; 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
__________________________ Director
Marshall S. Geller
/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
__________________________ Director
Hermann Vodicka
/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 Amended and 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 Management Stock
Purchase Plan (filed as Annex B 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 22, 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 150,000 shares (the "Shares") of the common stock, par value
$0.01 per share (the "Common Stock"), of the Company issuable
under the Company's Management Stock Purchase Plan (the "Stock
Purchase 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 the (i)
Registration Statement, (ii) the Stock Purchase Plan,(iii) a
specimen certificate evidencing the Common Stock,(iv) the Restated
Certificate of Incorporation of the Company, as amended to date,
(v) the Amended and Restated By-Laws of the Company, as amended to
date, (vi) certain resolutions of the Board of Directors of the
Company relating to, among other things, the Stock Purchase Plan,
and (vii) 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 grant agreements ("Grant
Agreements") in accordance with the terms of the Stock Purchase
Plan and any restrictions pursuant to Section 5 of the Stock
Purchase Plan on stock awards representing the right to receive
Shares will have lapsed in accordance with the terms of the Stock
Purchase 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 Stock Purchase Plan and the Grant
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
