<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 2000
REGISTRATION NO. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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HEXCEL CORPORATION INCENTIVE STOCK PLAN
(Full Title of the Plan)
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IRA J. KRAKOWER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
HEXCEL CORPORATION
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: KIRK FORBECK
CHIEF ACCOUNTING OFFICER
HEXCEL CORPORATION
11711 DUBLIN BLVD.
DUBLIN, CALIFORNIA 94568
(925) 551-4900
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================= ===================== ====================== ====================== ======================
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered (1) Offering Price Aggregate Registration Fee
Registered Per Share(2) Offering Price(2)
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 1,300,000 $13.63 $17,719,000 $4678
======================= ===================== ====================== ====================== ======================
</TABLE>
(1) This registration statement (this "Registration Statement") covers
additional 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 (as amended, the
"Plan"). By virtue of an amendment to the Plan, the number of shares
issuable thereunder was increased by 1,300,000 shares. 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.
(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 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, 2000, within five business days prior
to filing.
<PAGE>
The Registrant has previously registered 7,550,000 shares of
its Common Stock, $0.01 par value, issuable under the Hexcel Corporation
Incentive Stock Plan (as amended, the "Plan"). This Registration Statement is
being filed pursuant to General Instruction E to Form S-8 to register an
additional 1,300,000 shares issuable under the Plan. The Registrant hereby
incorporates by reference Registrant's previous Form S-8 Registration Statement
(File No. 333-83745) relating to the Plan, as filed with the Securities and
Exchange Commission (the "Commission") on July 26, 1999.
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 on February 3, 2000 (incorporated herein
by reference to Annex A to the Registrant's Proxy
Statement dated March 31, 2000).
5.1 Opinion of Ira J. Krakower, General Counsel of Hexcel
Corporation, regarding legality of Common Stock
covered by this Registration Statement.
99.1 Consent of PricewaterhouseCoopers LLP.
99.2 Consent of Ira J. Krakower (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of
this Registration Statement).
99.1 Registration Statement on Form S-8, Registration No.
333-83745, relating to the Hexcel Corporation
Incentive Stock Plan (incorporated herein by
reference to Registrant's Form S-8 Registration
Statement, File No. 333-83745, dated July 26, 1999).
99.2 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).
<PAGE>
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, 2000.
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 said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ JOHN J. LEE Chief Executive Officer; Director September 22, 2000
-----------------------------
John J. Lee
/s/ HAROLD E. KINNE President; Chief Operating Officer; September 22, 2000
----------------------------- Director
Harold E. Kinne
/s/ STEPHEN C. FORSYTH Executive Vice President; Chief September 22, 2000
-----------------------------
Stephen C. Forsyth Financial Officer
/s/ KIRK FORBECK Controller; Principal Accounting September 22, 2000
-----------------------------
Kirk Forbeck Officer
/s/ ROBERT S. EVANS Director September 22, 2000
-----------------------------
Robert S. Evans
/s/ MARSHALL S. GELLER Director September 22, 2000
-----------------------------
Marshall S. Geller
/s/ WALTER D. HOSP Director September 22, 2000
-----------------------------
Walter D. Hosp
/s/ JOHN J. MCGRAW Director September 22, 2000
-----------------------------
John J. McGraw
/s/ MARTIN RIEDIKER Director September 22, 2000
-----------------------------
Martin Riediker
/s/ LEWIS RUBIN Director September 22, 2000
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Lewis Rubin
/s/ MARTIN SOLOMON Director September 22, 2000
-----------------------------
Martin Solomon
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
<S> <C>
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 on
February 3, 2000 (incorporated herein by reference to Annex A to the
Registrant's Proxy Statement dated March 31, 2000).
5.1 Opinion of Ira J. Krakower, General Counsel of Hexcel Corporation,
regarding legality of Common Stock covered by this Registration
Statement.
99.1 Consent of PricewaterhouseCoopers LLP.
99.2 Consent of Ira J. Krakower (included in Exhibit 5.1).
99.1 Power of Attorney (included on the signature page of this Registration
Statement).
99.1 Registration Statement on Form S-8 dated September 23, 1997,
Registration No. 333-83745, relating to the Hexcel Corporation
Incentive Stock Plan (incorporated herein by reference to Registrant's
Form S-8 Registration Statement, Registration No. 333-83745, dated July
26, 2000).
99.2 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).
</TABLE>
