<PAGE>
As filed with the Securities and Exchange Commission on September 10, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 48304
Bloomfield Hills, Michigan (Zip Code)
(Address of Principal Executive Offices)
EXIDE CORPORATION
1996 NON-EMPLOYEE DIRECTORS STOCK PLAN
(Full title of the plan)
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, Esq.
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
CALCULATION OF REGISTRATION FEE
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of securities to be Amount to be registered Proposed maximum Proposed maximum Amount of registration
registered offering price per aggregate offering fee/2/
share/1/ price/1/
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 20,000
$.01 per share shares $27.44 $548,800 $189.24
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------
/1/Estimated solely for the purpose of calculating the amount of registration
fee in accordance with Rule 457(h), based upon the average of the high and low
sales price of the Common Stock on the New York Stock Exchange as reported in
the consolidated reporting system as of September 6, 1996.
/2/Registration fee is calculated on the basis of 1/29 of 1% of the proposed
maximum aggregate offering price.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents need not be filed with the Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to Rule 416 under the Securities Act, this Registration
Statement shall be deemed to cover any additional shares offered under the Plan
in order to reflect share splits, share dividends, mergers and other capital
changes.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Exide Corporation (the "Corporation")
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference (File No. 1-11263):
(a) the Corporation's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996;
(b) the Corporation's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1996 filed on August 14, 1996; and
(c) the description of the Common Stock contained in the Corporation's
Registration Statement on Form S-1 filed November 23, 1994
(Registration Number 33-56581).
All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 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 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 the
filing of such reports and documents.
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.
Not applicable.
1
<PAGE>
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 Corporation
may and, in certain cases, must be indemnified by the Corporation against, in
the case of a non-derivative action, judgements, fines, amounts paid in
settlement and reasonable expenses (including attorney's 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 attorney's fees). 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 Corporation. 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 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 Corporation's Certificate of Incorporation
and Article V of the Corporation's Bylaws provide that the Corporation shall
indemnify each person who is or was an officer or director of the Corporation 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 Corporation's Restated Certificate of
Incorporation provides that, to the fullest extent permitted by the DGCL, a
director of the Corporation shall not be liable to the Corporation 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.
See Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The Corporation 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;
(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) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Corporation 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.
2
<PAGE>
(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 Corporation hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Corporation's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, 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 Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation 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 Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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 Corporation 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.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Corporation 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 Reading, State of Pennsylvania, on
September 10, 1996.
EXIDE CORPORATION
By: /s/ Alan E. Gauthier
---------------------------------------------
Alan E. Gauthier
Executive Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on September 10, 1996.
SIGNATURE CAPACITY
--------- --------
/s/ Arthur M. Hawkins President, Chairman of the Board and Director
- ----------------------
Arthur M. Hawkins (Principal Executive Officer)
/s/ Alan E. Gauthier Executive Vice President, Chief Financial
- ---------------------- Officer and Director(Principal Financial
Alan E. Gauthier and Accounting Officer)
/s/ Douglas N. Pearson Executive Vice President - North American
- ---------------------- Operations and Director
Douglas N. Pearson
/s/ Earl Dolive Director
- ----------------------
Earl Dolive
/s/ Robert H. Irwin Director
- ----------------------
Robert H. Irwin
/s/ Arthur R. Taylor Director
- ----------------------
Arthur R. Taylor
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description of Document Numbered Page
- ----------- --------------------------------------- ---------------
<S> <C> <C>
4.1 Restated Certificate of Incorporation N/A
of the Corporation, incorporated by
reference from Exhibit 4.2 to the
Corporation's Registration Statement on
Form S-3 (Registration No. 333-00885),
as amended.
4.2 Restated Bylaws of the Corporation, N/A
incorporated by reference from Exhibit
3.2 to the Corporation's Registration
Statement on Form S-1 (File No.
33-68016), as amended.
4.3 Exide Corporation 1996 Non-Employee
Directors Stock Plan. ___
5 Opinion of Kirkland & Ellis. ___
23.1 Consent of Arthur Andersen LLP. ___
23.2 Consent of Kirkland & Ellis
(included in Exhibit 5). N/A
</TABLE>
<PAGE>
Exhibit 4.3
1996 NON-EMPLOYEE DIRECTORS STOCK PLAN
OF
EXIDE CORPORATION
1. PURPOSE. The purpose of the 1996 Non-Employee Directors Stock
Plan (the "Plan") is to provide additional compensation to non-employee
directors of Exide Corporation (the "Company") that will further link such
directors' interest with those of Company shareholders.
2. PARTICIPANTS. Participants in the Plan shall consist of directors
of the Company who are not employees of the Company or any of its subsidiaries.
The term "subsidiary" means a corporation more than 50% of the voting stock of
which is owned directly or indirectly by the Company.
3. RESERVATION OF SHARES. There shall be reserved for issuance under
the Plan an aggregate of 20,000 shares of Common Stock of the Company ("Common
Stock"), subject to adjustment as set forth in Section 9 below. Common Stock
issued under the Plan may be authorized and unissued shares, shares held in
treasury or any combination thereof.
4. ADMINISTRATION. The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company or such other
committee of the Board as may be appointed by the Board consisting of not less
than three members of the Board (the "Committee"). The Committee shall have
authority to interpret the Plan and adopt, amend and rescind rules relating to
the administration of the Plan. All such interpretations and rules shall be
conclusive and binding on all persons.
5. EFFECTIVE DATE. The Plan shall be submitted for approval at the
Company's Annual Meeting of Shareholders to be held on August 14, 1996, or any
adjournment thereof, and, if approved by the shareholders, shall be deemed to
have become effective on the date of such approval.
6. SHARE AWARDS. For each fiscal year beginning with the fiscal year
which commenced April 1, 1996, each non-employee director of the Company who is
elected a director at the Annual Meeting of Shareholders during such fiscal year
shall receive an award of 500 shares of Common Stock effective as of the
conclusion of such Annual Meeting. A participant shall not be required to make
any payment for any shares of Common Stock issued under the Plan. Subject to
Section 8, participant shall have full beneficial ownership of, and rights and
privileges of a shareholder as to awarded shares, including the right to vote
and the right to receive dividends.
<PAGE>
[KIRKLAND & ELLIS LETTERHEAD]
Exhibit 5
September 10, 1996
Exide Corporation
645 Penn Street
P.O. Box 14205
Reading, Pennsylvania 19612-4205
Re: Exide Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as special counsel to Exide Corporation, a Delaware
corporation (the "Company"), in connection with the proposed registration by the
Company of 20,000 shares of Common Stock, $.01 par value, of the Company (the
"Shares") pursuant to a Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the "Commission") on September 10, 1996
under the Securities Act of 1933, as amended (the "Act") (such Registration
Statement, as amended or supplemented, is hereinafter referred to as the
"Registration Statement"). The Shares are to be issued by the Company to
directors of the Company, who are not employees of the Company or any of its
subsidiaries, pursuant to the 1996 Non-Employee Directors Stock Plan (the
"Plan").
In that connection, we have examined such corporate proceedings, documents,
records and matters of law as we have deemed necessary to enable us to render
this opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents
<PAGE>
Exide Corporation
September 10, 1996
Page 2
submitted to us as copies. We have further assumed the genuineness of the
signatures of persons signing all documents and instruments in connection with
which this opinion is rendered, the authority of such persons signing on behalf
of the parties thereto and the due authorization, execution and delivery of all
documents by the parties thereto other than the Company. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others.
Our opinions expressed below are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of:
(i) any bankruptcy, insolvency, reorganization, fraudulent transfer and
conveyance, moratorium and other similar laws affecting the rights of creditors
generally, (ii) general principles of equity, regardless of whether
enforceability of any obligation is considered in a proceeding in equity or at
law, (iii) implied covenants of good faith, diligence, reasonableness and fair
dealing, (iv) public policy considerations which may limit the rights of parties
to obtain certain remedies and (v) any laws except the General Corporation Law
of the State of Delaware and the federal laws of the United States.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that the Shares, when issued in accordance with the Plan, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
<PAGE>
Exide Corporation
September 10, 1996
Page 3
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion in the event of a
change in law as a result of legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
<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 on Form S-8 of our report dated June
28, 1996 included in Exide Corporation's Form 10-K for the fiscal year ended
March 31, 1996 and to all references to our Firm included in this registration
statement.
Arthur Andersen LLP
Philadelphia, PA.,
September 10, 1996
