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As filed with the Securities and Exchange Commission on March 22, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MCLAREN AUTOMOTIVE GROUP, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 84-1016459
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
32233 West Eight Mile Road, Livonia, Michigan 48152
(Address of principal executive offices) (Zip Code)
1994 STOCK OPTION PLAN
(Full title of the plan)
Wiley R. McCoy, President
32233 West Eight Mile Road, Livonia, Michigan 48152
(Name and address of agent for service)
(248) 477-6240
(Telephone number, including area code, of agent for service)
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Copy to:
John J. Hern, Jr., Esq.
CLARK HILL PLC
500 Woodward Avenue, Suite 3500
Detroit, Michigan 48226-3435
(313) 965-8300
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Proposed Maxi- Proposed Maxi- Amount of
Securities to be Amount to be mum Offering mum Aggregate Registration
Registered Registered (1) Price per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, 600,000 $ 2.875 (2) $ 1,725,000 $ 455.40
$.0001 Par Value Shares
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</TABLE>
(1) Also registered hereby are such additional and indeterminate number of
shares of Common Stock as may become issuable because of changes
resulting from stock dividends, stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the Registration Fee
for the additional shares being registered and, pursuant to Rule
457(h)(1) under the Securities Act, upon the basis of the price of
securities of the same class. The Registrant's Common Stock was valued
at the average of the high and low prices on March 17, 2000, as
reported on the NASDAQ Small-Cap Market.
Pursuant to General Instruction E to Form S-8 regarding the registration of
additional securities, McLaren Automotive Group, Inc., formerly named ASHA
Corporation (the "Company"), is hereby registering additional shares of common
stock, par value $.0001 per share (the "Common Stock"), to be issued in
connection with the Company's 1994 Stock Option Plan (the "Plan").
This Registration Statement incorporates by reference the contents of the prior
Registration Statement on Form S-8 (Registration No. 333-53461), which the
Company filed with the Securities and Exchange Commission on May 22, 1998, to
register securities to be issued under the Plan. This Registration Statement
relates to securities (a) of the same class as those to which the prior
Registration Statement relates, and (b) to be issued pursuant to the Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Part is omitted pursuant to General Instruction E to Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Information contained in the prior Registration Statement on Form S-8
is omitted pursuant to General Instruction E to Form S-8.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by the Company with the
Securities and Exchange Commission under the Securities Exchange Act of 1934
(the "Exchange Act") are hereby incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1999 (SEC File No. 000-16176).
(b) The Company's Quarterly Report on Form 10-QSB for the quarter
ended December 31, 1999 (SEC File No. 000-16176).
(c) The description of the Common Stock as contained in the
Company's Registration Statement on Form 8-A filed pursuant to
Section 12 of the Exchange Act (SEC File No. 0- 16176).
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered 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.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION LOCATION
<S> <C> <C>
5 Opinion of Clark Hill PLC Filed herewith electronically.
23.1 Consent of Clark Hill PLC Contained in Exhibit 5.
23.2 Consent of Arthur Andersen Filed herewith electronically.
LLP, Independent Public
Accountants
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Livonia, State of Michigan on the 13th day of March,
2000.
McLAREN AUTOMOTIVE GROUP, INC.
By: /s/ Wiley R. McCoy
Wiley R. McCoy, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Wiley R. McCoy President and Director March 13, 2000
Wiley R. McCoy
/s/ Jacqueline K. Kurtz Executive Vice President, March 13, 2000
Jacqueline K. Kurtz Business Infrastructure/
Chief Financial Officer
/s/ Lawrence Cohen Chairman of the Board and March 10, 2000
Lawrence Cohen Director
- --------------------------- Director , 2000
Robert J. Sinclair --------
/s/ Nick P. Bartolini Director March 13, 2000
Nick P. Bartolini
- --------------------------- Director , 2000
Erick A. Reickert --------
/s/ David D. Jones Director March 13, 2000
David D. Jones
</TABLE>
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EXHIBIT 5
March 14, 2000
McLaren Automotive Group, Inc.
32233 West Eight Mile Road
Livonia, Michigan 48152
Re: SEC Registration Statement on Form S-8
Gentlemen:
We are counsel for McLaren Automotive Group, Inc., a Delaware
corporation (the "Company"), in connection with its registration of an
additional 600,000 shares of common stock under the Securities Act of 1933, as
amended (the "Act"). Such additional shares may be issued upon the exercise of
options granted under the Company's 1994 Stock Option Plan, and are being
registered through a Registration Statement on Form S-8 as to which this opinion
is a part, to be filed with the Securities and Exchange Commission (the
"Commission").
In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of the
following:
(1) Articles of Incorporation of the Company as filed with the
Secretary of State of the State of Delaware, as amended.
(2) Minute book containing the written deliberations and resolutions of
the Board of Directors and Shareholders of the Company.
(3) The Registration Statement.
(4) The exhibits to the Registration Statement to be filed with the
Commission.
We have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as we have deemed necessary or
appropriate under the circumstances.
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Based upon the foregoing and in reliance thereon, it is our opinion
that the 600,000 additional shares of the Company's $ .0001 par value common
stock which may be issued upon the exercise of options under the 1994 Stock
Option Plan will, upon the purchase, receipt of full payment, issuance and
delivery in accordance with the terms of such Plan, be duly and validly
authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
referenced Registration Statement on Form S-8.
Very truly yours,
CLARK HILL PLC
/s/ Clark Hill PLC
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated November 15, 1999
included in McLaren Automotive Group, Inc.'s (formerly named ASHA Corporation)
Form 10-KSB for its fiscal year ended September 30, 1999.
/s/ Arthur Andersen LLP
Detroit, Michigan,
March 13, 2000.
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