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As filed with the Securities and Exchange Commission on November 13, 1995
Registration No. 33-_____
============================================================================
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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EXIDE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-0552730
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1400 North Woodward Avenue
Bloomfield Hills, Michigan 48304
(Address of Principal Executive Offices) (Zip Code)
---------------------
Exide Corporation
1993 Long-Term Incentive Plan
(Full title of the plan)
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Bernard F. Stewart
Executive Vice President and General Counsel
Exide Corporation
1400 North Woodward Avenue
Bloomfield Hills, Michigan 48304
(Name and address of agent for service)
(810) 258-0080
(Telephone number, including area code, of agent for service)
Copy to:
Carter W. Emerson, Esquire
Kirkland & Ellis
200 East Randolph Street
Chicago, Illinois 60601
Calculation of Registration Fee
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share.............. 700,000 shares $45.13 $31,591,000 $10,893.45
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement shall be deemed to cover an indeterminate number of additional
shares of Common Stock issuable in the event the number of outstanding
shares of the company is increased by split-up, reclassification, stock
dividend or the like.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Securities and Exchange Commission Rule 457(c); based on the
average of the high and low price per share of Common Stock of Exide
Corporation on November 9, 1995, as reported on the New York Stock
Exchange Composite Tape.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission pursuant to the
Securities Exchange Act of 1934 by Exide Corporation (the "Company") (File No.
1-11263) are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995, as amended by the Company's Annual Report on Form 10-K/A filed
on July 21, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 2, 1995, filed on August 16, 1995, as amended by the Company's
Quarterly Report on Form 10-Q/A filed on September 27, 1995.
(c) The Company's Current Report on Form 8-K, filed on September 29,
1995, the Company's Current Report on Form 8-K filed on September 8, 1995, the
Company's Current Report on Form 8-K filed on August 29, 1995, the Company's
Current Report on Form 8-K filed on June 2, 1995, as amended by the Company's
Current Report on Form 8-K/A filed on July 31, 1995.
(d) The description of the Company's Common Stock contained in the
company's Registration Statement on Form 8-A filed on October 22, 1993,
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to the Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such document. Any statement
contained in a document incorporated or deemed to be 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 incorporated or 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.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
in effect, that any person made a party to any action by reason of the fact that
he is or was a director, officer, employee or agent of the Company may, and in
certain cases must, be indemnified by the Company against, in the case of a non-
derivative action, judgments, fines, amounts paid in settlement and reasonable
expenses (including attorneys' fees) incurred by him as a result of such action.
In the case of a derivative action, such person must be indemnified against
expenses (including attorneys' fees).
<PAGE>
In either type of action the person must have acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
Company. This indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the director, officer, employee or agent
is liable to the Company, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, such director, officer, employee or agent is fairly and reasonably
entitled to indemnity for expenses. In a non-derivative action this
indemnification does not apply to any criminal proceeding in which such person
had reasonable cause to believe his conduct was unlawful.
Article Tenth of the Company's Restated Certificate of Incorporation and
Article V of the Company's Bylaws provide that the Company shall indemnify each
person who is or was an officer or director of the Company to the fullest extent
permitted by Section 145 of the DGCL as currently in effect or as the same may
be amended (but only to provide fuller indemnification) in the future.
Article Ninth of the Company's Restated Certificate of Incorporation
provides that to the fullest extent permitted by the DGCL, a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for a breach of fiduciary duty as a director.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index that immediately precedes the
exhibits filed with this Registration Statement.
Item 9. Undertakings.
(a) Rule 415 Offering.
The undersigned 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of 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 end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
-3-
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) Filings Incorporating Subsequent Exchange Act Documents By Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the 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) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the 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 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
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The Registrant
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Reading, State of Pennsylvania on the 13th day of
November, 1995.
EXIDE CORPORATION
By: /s/ Douglas N. Pearson
------------------------
Douglas N. Pearson
Executive Vice President
President, North America
Operations and Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Bernard F. Stewart and Alan E. Gauthier and each
of them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Arthur M. Hawkins Chairman of the Board, November 13, 1995
- ------------------------ President, and Director
Arthur M. Hawkins (Principal Executive
Officer)
/s/ Alan E. Gauthier Executive Vice President, November 13, 1995
- ------------------------ Chief Financial Officer
Alan E. Gauthier and Director (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Douglas N. Pearson Executive Vice President, November 13, 1995
- ------------------------ President, North America
Douglas N. Pearson Operations and Director
/s/ William J. Rankin Executive Vice President November 13, 1995
- ------------------------ and Director
William J. Rankin
- ------------------------ Director
Timothy O. Fisher
/s/ Lawrence M. Wagner Director November 13, 1995
- ------------------------
Lawrence M. Wagner
/s/ Robert H. Irwin Director November 13, 1995
- ------------------------
Robert H. Irwin
/s/ Earl Dolive Director November 13, 1995
- ------------------------
Earl Dolive
/s/ Arthur R. Taylor Director November 13, 1995
- ------------------------
Arthur R. Taylor
</TABLE>
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INDEX TO EXHIBITS
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<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
<C> <S> <C>
4.1 Exide Corporation 1993 Long-Term Incentive Plan, incorporated by reference
to Exhibit 10.25 of the Registrant's Registration Statement on Form S-1 (No.
33-68016), as amended (the "1993 Registration Statement").
4.2 Form of Senior Note Indenture (including form of Senior Note), incorporated
by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form
S-2 (No. 33-53666), as amended (the "S-2 Registration Statement").
4.3 Form of Senior Subordinated Deferred Coupon Debenture Indenture
(including form of Senior Subordinated Debenture), incorporated by reference
to Exhibit 4.2 of the S-2 Registration Statement.
4.4 Agreement dated as of December 7, 1992, between the Registrant and Inco
United States, Inc., relating to the assumption of certain liabilities,
incorporated by reference to Exhibit 10.30 to the S-2 Registration Statement.
4.5 Registration Rights Agreement among the Registrant, WSI and certain other
holders of the Registrant's Common Stock, incorporated by reference to
Exhibit 4.14 to the 1993 Registration Statement.
4.6 Registration Rights Agreement, dated as of April 28, 1995, among the
Company and Morgan Stanley & Co. Incorporated, incorporated by reference
to Exhibit 4.4 of the Registrant's Registration Statement on Form S-4 (No. 33-
61961), as amended (the "S-4 Registration Statement").
4.7 Indenture dated as of April 28, 1995, between the Registrant and The Bank of
New York, as trustee, incorporated by reference to Exhibit 99.3 of the
Registrant's Form 8-K dated June 2, 1995.
4.8 First Supplemental Indenture, dated as of August 16, 1995, between the
Company and The Bank of New York, as Trustee, incorporated by reference
to Exhibit 4.2 of the S-4 Registration Statement.
4.9 Form of New Note (included in Exhibit 4.7).
5.1 Opinion of Kirkland & Ellis as to the legality of the securities being
registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kirkland & Ellis (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
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<PAGE>
EXHIBIT 5.1
[LETTERHEAD KIRKLAND & ELLIS]
November 13, 1995
Exide Corporation
1400 North Woodward Avenue
Bloomfield Hills, Michigan 48304
Ladies and Gentlemen:
We have acted as special counsel to you, Exide Corporation (the "Company"),
in connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") pertaining to the registration of 700,000 shares of
the Company's Common Stock, par value $0.01 per share (the "Common Shares"), to
be offered and sold pursuant to the 1993 Long-Term Incentive Plan (the "Plan").
In this connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate and
public records and other instruments as we have deemed necessary for the
purposes of this opinion, including (i) the Certificate of Incorporation of the
Company, (ii) the Bylaws of the Company, (iii) resolutions of the Board of
Directors of the Company adopting the Plan, (iv) resolutions of the Board of
Directors of the Company approving the filing of this Registration Statement,
and (v) written consent forms signed by the stockholders of the Company
approving the Plan on October 15, 1993.
For the purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals and the authenticity and conformity to
the originals of all documents submitted to us as copies. We have also assumed
the genuineness of the signatures of persons signing all documents in connection
with which this opinion is rendered, the authority of such persons signing on
behalf of the parties thereto other than the Company, and the due authorization,
execution and delivery of all documents by the parties thereto other than the
Company.
Based on the foregoing and subject to the further qualifications set forth
below, we are of the opinion that each
[EXTENSION OF LETTERHEAD]
<PAGE>
KIRKLAND & ELLIS
Exide Corporation
November 13, 1995
Page 2
Common Share registered under the Registration Statement will be validly issued,
fully paid and non-assessable if and when the following conditions are
satisfied: (i) such share is issued in accordance with the terms of the Plan,
(ii) the purchaser pays the full consideration, if any, for such share in
accordance with the terms of the Plan, and (iii) the Company takes the actions
necessary to cause delivery of a valid certificate representing such share.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the sale of Common Shares.
We are qualified to practice law in the State of Illinois, and we express
no opinions as to matters under or involving any laws other than the laws of the
State of Illinois, the federal laws of the United States of America and the
General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is furnished to you in connection with the filing of the
Registration Statement, is solely for your benefit, and is not to be used,
circulated, quoted or otherwise relied upon by any other person, or by you for
any other purposes, without our prior written consent.
Very truly yours,
/s/ Kirkland & Ellis
--------------------
KIRKLAND & ELLIS
AFC/grh
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated June 27, 1995
included in Exide Corporation's Form 10-K for the year ended March 31, 1995 and
to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
November 13, 1995
