AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1998
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 1998 BROAD BASED 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
<TABLE>
<CAPTION>
==================================================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Prce Aggregate Registration
Registered Registered (1)(3) Per Share(2) Offering Price(2) Fee
Common Stock, par value $.01 per share 500,000 shares $24.16 $12,080,000 $3,563.60
==================================================================================================================
</TABLE>
(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 1998 Broad Based 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 June 15, 1998, 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.
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, 1997.
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1998.
(c) The Registrant's Proxy Statement, dated April 20, 1998
relating to the Registrant's Annual Meeting of
Shareholders held on May 21, 1998.
(d) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on
Form 8-A dated July 9, 1996 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 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.
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 1998 Broad Based Incentive Stock Plan.
4.4 Form of Employee Option Agreement under the Hexcel
Corporation 1998 Broad
Based Incentive Stock Plan.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding legality of Common Stock covered by this Registration Statement.
23.1 Consent of Price Waterhouse LLP, independent auditors.
23.2 Consent of Deloitte & Touche LLP, 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 10.1 to the
Registrant's current report on Form 8-K dated as of October 13, 1995).
99.2 Amendment, dated as of December 12, 1995 to the Strategic
Alliance Agreement among Hexcel Corporation, Ciba-Geigy Limited, and
Ciba-Geigy Corporation (incorporated herein by reference to Exhibit 2.1(a)
to the Registrant's current report on Form 8-K dated as of March 15, 1996
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 19th day of June, 1998.
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 June 19, 1998
- ---------------------- Executive Officer; Director
John J. Lee
/s/ S.C. Forsyth Senior Vice President, June 19, 1998
- ---------------------- Finance and Administration;
Stephen C. Forsyth Chief Financial Officer
/s/ Wayne Pensky Controller and Principal June 19, 1998
- ---------------------- Accounting Officer
Wayne C. Pensky
/s/ John Cheesmond Director June 19, 1998
- ----------------------
John M.D. Cheesmond
/s/ Marshall S. Geller Director June 19, 1998
- ----------------------
Marshall S. Geller
______________________ Director
Stanley Sherman
/s/ Martin L. Solomon Director June 19, 1998
- ----------------------
Martin L. Solomon
______________________ Director
Dr. George S. Springer
______________________ Director
Joseph T. Sullivan
______________________ Director
Hermann Vodicka
/s/ Franklin S. Wimer Director June 19, 1998
- ----------------------
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 1998 Broad Based Incentive Stock Plan.
4.4 Form of Employee Option Agreement under the Hexcel Corporation
1998 Broad Based Incentive Stock Plan.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding
legality of Common Stock covered by this Registration
Statement.
23.1 Consent of Price Waterhouse LLP, independent auditors.
23.2 Consent of Deloitte & Touche LLP, 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 10.1
to the Registrant's current report on Form 8-K dated as of
October 13, 1995).
99.2 Amendment, dated as of December 12, 1995 to the Strategic
Alliance Agreement among Hexcel Corporation, Ciba-Geigy
Limited, and Ciba-Geigy Corporation (incorporated herein by
reference to Exhibit 2.1(a) to the Registrant's current report
on Form 8-K dated as of March 15, 1996).
Exhibit 4.3
HEXCEL CORPORATION
1998 BROAD BASED INCENTIVE STOCK PLAN
I. PURPOSE
This is the Hexcel Corporation 1998 Broad Based Incentive Stock
Plan (the "Plan"). The Plan is intended to attract, retain and provide
incentives to a broad base of employees and consultants of the Corporation,
and to thereby increase overall stockholders' value. Directors, officers
and affiliates of the Corporation are not eligible to participate in the
Plan. 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 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) "Committee" means the Executive Compensation 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.
(e) "Common Stock" means the $.01 par value common stock of the
Corporation.
(f) "Corporation" means Hexcel Corporation, a Delaware corporation.
(g) "Employee" means an employee of the Corporation or a Subsidiary.
(h) "Fair Market Value" means the closing price for the Common Stock
as reported in publications of general circulation from the New York Stock
Exchange Consolidated Transactions Tape 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 in good faith with respect to any
particular Award.
(i) "Participant" means an Employee or consultant who has been
granted an Award under the Plan.
(j) "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 or consultant of the Corporation or
Subsidiary selected by the Committee is eligible to receive an Award
pursuant to the Plan, but Directors, officers or affiliates of the
Corporation are not eligible to participate in the Plan.
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 eligible Employees 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.
The Committee shall have the authority at the time of the
grant of any Award to provide for the conditions and circumstances under
which such Award 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 X, 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 500,000.
(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) shares represented by Awards
which are cancelled, forfeited, surrendered, terminated, paid in cash or
expire unexercised; and (ii) the excess amount of variable Awards which
become fixed at less than their maximum limitations.
VI. 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) Stock Option in lieu of Compensation Election. A right given with
respect to a year to a Participant to elect to exchange compensation
or fees for stock options.
(c) 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.
(d) 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.
(e) 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.
(f) Stock Award. An unrestricted transfer of ownership of Common
Stock.
(g) 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. 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.
VIII. 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. 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 "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) 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.
IX. TERMINATION, MODIFICATION AND AMENDMENTS
(a) The Committee 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 no amendments to the Plan which require
stockholder approval under applicable law, rule or regulation shall become
effective unless the same shall be approved by the requisite vote of the
Corporation's stockholders.
(b) No termination, modification or amendment of the Plan may
adversely affect the rights conferred by an Award without the consent of
the recipient thereof.
X. 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 shall 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.
XI. NO RIGHT TO EMPLOYMENT
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.
XII. 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 Delaware.
XIII. SAVINGS CLAUSE
This Plan is intended to comply in all aspects with applicable
laws and regulations. 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, 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 so as to foster the intent of this Plan.
XIV. EFFECTIVE DATE AND TERM
This 1998 Hexcel Corporation Broad Based Incentive Stock
Plan is adopted on February 5, 1998.
THE PLAN SHALL TERMINATE ON FEBRUARY 4, 2008. NO AWARDS
SHALL BE GRANTED AFTER THE TERMINATION OF THE PLAN.
Exhibit 4.4
EMPLOYEE OPTION AGREEMENT
UNDER THE
HEXCEL CORPORATION 1998 BROAD BASED INCENTIVE STOCK PLAN
EMPLOYEE OPTION AGREEMENT, dated as of the Grant Date, by and between the
Optionee and Hexcel Corporation (the "Corporation").
W I T N E S S E T H:
WHEREAS, the Corporation has adopted the Hexcel Corporation 1998
Broad Based Incentive Stock Plan (the "Plan"); and
WHEREAS, the Executive Compensation Committee (the "Committee") of the
Board of Directors of the Corporation (the "Board") has determined that it
is desirable and in the best interest of the Corporation to grant to the
Optionee a stock option as an incentive for the Optionee to advance the
interests of the Corporation;
NOW, THEREFORE, the parties agree as follows:
1. Notice of Grant; Incorporation of Plan. A Notice of Grant is attached
hereto as Annex A and incorporated by reference herein. Unless otherwise
provided herein, capitalized terms used herein and set forth in such Notice
of Grant shall have the meanings ascribed to them in the Notice of Grant
and capitalized terms used herein and set forth in the Plan shall have the
meanings ascribed to them in the Plan. The Plan is incorporated by
reference and made a part of this Employee Option Agreement, and this
Employee Option Agreement shall be subject to the terms of the Plan, as the
Plan may be amended from time to time, provided that any such amendment of
the Plan must be made in accordance with Section IX of the Plan. The Option
granted herein constitutes an Award within the meaning of the Plan.
2. Grant of Option. Pursuant to the Plan and subject to the terms and
conditions set forth herein and therein, the Corporation hereby grants to
the Optionee the right and option (the "Option") to purchase all or any
part of the Option Shares of the Corporation's common stock, $.01 par value
per share (the "Common Stock"), which Option is not intended to qualify as
an incentive stock option, as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
3. Purchase Price. The purchase price per share of the Option Shares
shall be the Purchase Price.
4. Term of Option.
(a) Expiration Date; Term. Subject to Section 4(c) below, the Option
shall expire on, and shall no longer be exercisable following, the
tenth anniversary of the Grant Date. The ten-year period from the
Grant Date to its tenth anniversary shall constitute the "Term" of
the Option.
(b) Vesting Period; Exercisability. Subject to Section 4(c) below,
the Option shall vest and become exercisable at the rate of 33-1/3%
of the Option Shares on each of the first three anniversaries of the
Grant Date.
(c) Termination of Employment; Change in Control.
(i) For purposes of the grant hereunder, any transfer of employment
by the Optionee among the Corporation and the Subsidiaries shall not
be considered a termination of employment. If the Optionee's
employment with the Corporation is terminated for Cause (as defined
in the last Section hereof), the Option, whether or not then vested,
shall be automatically terminated as of the date of such termination
of employment.
If the Optionee's employment with the Corporation shall terminate
other than by reason of disability (within the meaning of the
Corporation's then current long term disability plan), death or
Cause, the Option (to the extent then vested) may be exercised at any
time within ninety (90) days after such termination (but not beyond
the Term of the Option). The Option, to the extent not then vested,
shall immediately expire upon such termination.
If the Optionee dies or is disabled (A) while employed by the
Corporation or (B) within 90 days after the termination of his or her
employment other than for Cause, the Option (to the extent then
vested) may be exercised at any time within 365 days after the
Optionee's death or disability (but not beyond the Term of the
Option). The Option, to the extent not then vested, shall immediately
expire upon such death or disability.
(ii) In the event of a Change in Control (as defined in the last
Section hereof), the Option shall immediately become fully vested and
exercisable.
5. Adjustment Upon Changes in Capitalization.
(a) The aggregate number of Option Shares and the Purchase Price
shall be appropriately adjusted by the Committee 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.
The Committee shall also make the foregoing changes and any other
changes, including changes in the classes of securities available, to
the extent reasonably necessary or desirable to preserve the intended
benefits under this Employee Option Agreement in the event of any
other reorganization, recapitalization, merger, consolidation,
spin-off, extraordinary dividend or other distribution or similar
transaction involving the Corporation.
(b) Any adjustment under this Section 5 in the number of Option
Shares and the Purchase Price shall apply to only the unexercised
portion of the Option. If fractions of a share would result from any
such adjustment, the adjustment shall be rounded down to the nearest
whole number of shares.
6. Method of Exercising Option and Withholding.
(a) The Option shall be exercised by the delivery by the Optionee to
the Corporation at its principal office (or at such other address as
may be established by the Committee) of written notice of the number
of Option Shares with respect to which the Option is exercised,
accompanied by payment in full of the aggregate Purchase Price for
such Option Shares. Payment for such Option Shares shall be made (i)
in U.S. dollars by personal check, bank draft or money order payable
to the order of the Corporation, or by money transfers or direct
account debits to an account designated by the Corporation; (ii)
through the delivery of shares of Common Stock with a Fair Market
Value equal to the total payment due from the Optionee; (iii)
pursuant to a "cashless exercise" program if such a program is
established by the Corporation; or (iv) by any combination of the
methods described in (i) through (iii) above.
(b) The Corporation's obligation to deliver shares of Common Stock
upon the exercise of the Option shall be subject to the payment by
the Optionee of applicable federal, state and local withholding tax,
if any. The Corporation shall, to the extent permitted by law, have
the right to deduct from any payment of any kind otherwise due to the
Optionee any federal, state or local taxes required to be withheld
with respect to such payment.
7. Transfer. The Option is not transferable otherwise than by will or the
laws of descent and distribution, and the Option may be exercised during
the Optionee's lifetime only by the Optionee. Any attempt to transfer the
Option in contravention of this Section 7 is void ab initio. The Option
shall not be subject to execution, attachment or other process.
8. No Rights in Option Shares. The Optionee shall have none of the rights
of a stockholder with respect to the Option Shares unless and until shares
of Common Stock are issued upon exercise of the Option.
9. No Right to Employment. Nothing contained herein shall be deemed to
confer upon the Optionee any right to remain as an employee of the
Corporation.
10. Governing Law/Jurisdiction. This Employee Option Agreement shall be
governed by and construed in accordance with the laws of the State of
Delaware without reference to principles of conflict of laws.
11. Resolution of Disputes. Any disputes arising under or in connection
with this Employee Option Agreement shall be resolved by binding
arbitration before a single arbitrator, to be held in New York in
accordance with the commercial rules and procedures of the American
Arbitration Association. Judgment upon the award rendered by the arbitrator
shall be final and subject to appeal only to the extent permitted by law.
Each party shall bear such party's own expenses incurred in connection with
any arbitration; provided, however, that the cost of the arbitration,
including without limitation, reasonable attorneys' fees of the Optionee,
shall be borne by the Corporation in the event the Optionee is the
prevailing party in the arbitration. Anything to the contrary
notwithstanding, each party hereto has the right to proceed with a court
action for injunctive relief or relief from violations of law not within
the jurisdiction of an arbitrator.
12. Notices. Any notice required or permitted under this Employee Option
Agreement shall be deemed given when delivered personally, or when
deposited in a United States Post Office, postage prepaid, addressed, as
appropriate, to the Optionee at the last address specified in Optionee's
employment records, or such other address as the Optionee may designate in
writing to the Corporation, or to the Corporation, Attention: Corporate
Secretary, or such other address as the Corporation may designate in
writing to the Optionee.
13. Failure To Enforce Not a Waiver. The failure of either party hereto to
enforce at any time any provision of this Employee Option Agreement shall
in no way be construed to be a waiver of such provision or of any other
provision hereof.
14. Counterparts. This Employee Option Agreement may be executed in two or
more counterparts, each of which shall be an original but all of which
together shall represent one and the same agreement.
15. Miscellaneous. This Employee Option Agreement cannot be changed or
terminated orally. This Employee Option Agreement and the Plan contain the
entire agreement between the parties relating to the subject matter hereof.
The section headings herein are intended for reference only and shall not
affect the interpretation hereof.
16. Definitions. For purposes of this Employee Option Agreement:
(I) the term "Beneficial Owner" (and variants thereof) shall have the
meaning given in Rule 13d-3 promulgated under the Exchange Act (as
defined in this Section);
(II) the term "Cause" shall mean any (A) willful and continued
failure by the Optionee to obey the reasonable instructions of a
person to whom he reports, (B) willful and continued neglect by the
Optionee of his duties and obligations as an employee of the
Corporation or (C) willful misconduct of the Optionee or other
actions in bad faith by the Optionee which are to the detriment of
the Corporation including, without limitation, conviction of a
felony, embezzlement or misappropriation of funds or conviction of
any act of fraud. For purposes of the foregoing, no act or failure to
act on the Optionee's part shall be deemed "willful" unless done, or
omitted to be done, by the Optionee not in good faith and without the
reasonable belief that the Optionee's act, or failure to act, was in
the best interest of the Corporation.
(III) the term "Change in Control" shall mean any of the following
events:
(1)(a) any Person (as defined in this Section) is or
becomes the Beneficial Owner of 20% or more of either (i) the
then outstanding Common Stock of the Corporation (the
"Outstanding Common Stock") or (ii) the combined voting power
of the then outstanding securities entitled to vote generally
in the election of directors of the Corporation (the "Total
Voting Power"); excluding, however, the following: (A) any
acquisition by the Corporation or any of its affiliates or (B)
any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Corporation or any of its
affiliates and (b) Ciba (as defined in this Section)
beneficially owns, in the aggregate, a lesser percentage of the
Total Voting Power than such Person beneficially owns; or
(2) a change in the composition of the Board such that the
individuals who, as of the effective date of this Employee
Option Agreement, constitute the Board (such individuals shall
be hereinafter referred to as the "Incumbent Directors") 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 made or approved pursuant to
the Governance Agreement (as defined in this Section) or by a
vote of at least a majority of the Incumbent Directors (or
directors whose election or nomination for election was
previously so approved) shall be considered 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
considered a member of the Incumbent Board; or
(3) 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 (a) pursuant to which all or
substantially all of the individuals and entities who are the
beneficial owners, respectively, of the Outstanding Common
Stock and Total Voting Power immediately prior to such
Corporate Transaction will beneficially own, directly or
indirectly, more than 50%, respectively, of the outstanding
common stock and the combined voting power of the then
outstanding securities entitled to vote generally in the
election of directors 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 Common Stock and Total Voting Power, as the case
may be, or (b) after which no Person beneficially owns a
greater percentage of the combined voting power of the then
outstanding securities entitled to vote generally in the
election of directors of such corporation than does Ciba; or
(4) Ciba shall become the Beneficial Owner of more than
57.5% of the Total Voting Power; or
(5) the approval by the stockholders of the Corporation
of a complete liquidation or dissolution of the Corporation.
(IV) the term "Ciba" shall mean Ciba-Geigy Limited, a Swiss
corporation, or such corporation or corporations as are substituted
for Ciba-Geigy Limited, together with their respective affiliates and
any former affiliates holding Corporation voting securities pursuant
to Section 4.01(b) of the Governance Agreement;
(V) the term "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time;
(VI) the term "Governance Agreement" shall have the meaning given in
the Strategic Alliance Agreement (as defined in this Section);
(VII) the term "Person" shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)
and 14(d) of the Exchange Act, but excluding Ciba for so long as Ciba
is subject to the restrictions imposed by the Governance Agreement;
and
(VIII) the term "Strategic Alliance Agreement" shall mean the
Strategic Alliance Agreement among the Corporation, Ciba-Geigy
Limited and Ciba-Geigy Corporation, dated as of September 29, 1995,
as amended.
Annex A
NOTICE OF GRANT
EMPLOYEE STOCK OPTION
HEXCEL CORPORATION 1998 BROAD BASED INCENTIVE STOCK PLAN
The following employee of Hexcel Corporation, a Delaware corporation
("Hexcel") or a Subsidiary, has been granted an option to purchase shares
of the Common Stock of Hexcel, $.01 par value, in accordance with the terms
of this Notice of Grant and the Employee Option Agreement to which this
Notice of Grant is attached.
The following is a summary of the principal terms of the option which
has been granted. The terms below shall have the meanings ascribed to them
below when used in the Employee Option Agreement.
Optionee
- ------------------------------------ ---------------------------------
Address of Optionee
- ------------------------------------ ---------------------------------
Employee Number
- ------------------------------------ ---------------------------------
Employee ID Number
- ------------------------------------ ---------------------------------
Foreign Sub Plan, if applicable
- ------------------------------------ ---------------------------------
Grant Date
- ------------------------------------ ---------------------------------
Purchase Price
- ------------------------------------ ---------------------------------
Aggregate Number of Shares
- ------------------------------------ ---------------------------------
Granted (the "Option Shares")
- ------------------------------------ ---------------------------------
IN WITNESS WHEREOF, the parties hereby agree to the terms of this
Notice of Grant and the Employee Option Agreement to which this Notice of
Grant is attached and execute this Notice of Grant and Employee Option
Agreement as of the Grant Date.
________________________ HEXCEL CORPORATION
Optionee
By: __________________________
Name: ________________________
Title: _______________________
Exhibit 5.1
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
June 19, 1998
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 500,000 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 1998 Broad Based 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 (i) the Registration Statement, (ii) the
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 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 or signed by facsimile 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
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 28, 1998,
except as to aggregate maturities of notes payable in Note 7, which is as
of March 5, 1998, appearing on page 50 of Hexcel Corporation's Annual
Report on Form 10-K for the year ended December 31, 1997.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
San Jose, California
June 16, 1998
Exhibit 23.2
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
June 16, 1998
