<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 1996
REGISTRATION NO. 333-00885
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
EXIDE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 23-0552730
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1400 NORTH WOODWARD AVENUE
BLOOMFIELD HILLS, MICHIGAN 48304 (810) 258-0080
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
BERNARD F. STEWART
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
EXIDE CORPORATION
1400 NORTH WOODWARD AVENUE
BLOOMFIELD HILLS, MICHIGAN 48304 (810) 258-0080
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
CARTER W. EMERSON
KIRKLAND & ELLIS
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601 (312) 861-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend reinvestment plans, please check the following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
4,992,571 SHARES
EXIDE CORPORATION
COMMON STOCK
($.01 PAR VALUE)
This Prospectus covers the sale from time to time by certain stockholders
(the "Selling Stockholders") of 4,992,571 shares (the "Shares") of Common
Stock, $.01 par value, of Exide Corporation (the "Company" or "Exide") which
are issuable upon conversion of the Company's outstanding 2.90% Convertible
Senior Subordinated Notes due 2005 (the "Notes"). See "Selling Stockholders."
The Company will not receive any proceeds upon the issuances of the Shares.
The Shares or any part of the Shares may be sold from time to time by any of
the Selling Stockholders or by donees or transferees in privately negotiated
transactions, on the New York Stock Exchange ("NYSE") or such other exchange
upon which the Common Stock of the Company trades, through underwriters in one
or more underwritten offerings or through brokers, dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders or the purchasers of Shares for whom
they may act as agent (which discounts and commissions are not anticipated to
exceed those customary in the types of transactions involved), or any
combination thereof. The Shares may be sold in amounts (which may involve one
or more block transactions) and on terms to be determined at the time of sale.
The Selling Stockholders reserve the sole right to accept and, together with
any agent of the Selling Stockholders, to reject in whole or in part any
proposed purchase of the Shares. Any broker or dealer participating in any
such sale may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act") and if so will be
required to deliver a copy of this Prospectus to any person who purchases any
of the Shares from or through such broker or dealer. To the extent required,
the Company will prepare and file with the Commission a post-effective
amendment to the Registration Statement or a supplement to this Prospectus.
See "Plan of Distribution."
The Company has agreed to pay the cost of the registration of the Shares and
the preparation of this Prospectus and the Registration Statement under which
this Prospectus is filed.
The Common Stock of the Company is listed on the NYSE under the symbol EX.
On August 27, 1996, the last reported sales price of the Common Stock on the
NYSE was $26 5/8 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NORHAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is September 5, 1996
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all
amendments and exhibits, the "Registration Statement") under the Securities
Act covering the sale of the Shares by the Selling Stockholders from time to
time. This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement. Statements contained
herein concerning the provisions of any documents are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference.
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. Such
reports and other information filed by the Company pursuant to the Exchange
Act, may be inspected and copied (at prescribed rates) at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Regional Offices of the Commission at 75
Park Place, New York, New York 10007 and at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. In addition, reports, proxy
statements and other information may be inspected at the offices of the NYSE,
20 Broad Street, New York, New York 10005, upon which the Common Stock of the
Company is traded.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-11263) are
incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996;
(ii) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1996 filed on August 14, 1996; and
(iii) the description of the Common Stock contained in the Company's
Registration Statement on Form S-1 (File No. 33-56581) filed on November
23, 1994.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Shares made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such 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 Prospectus to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents which have been incorporated by reference
in this Prospectus, other than exhibits to such documents not specifically
described above. Requests for such documents should be directed to Bernard F.
Stewart, Executive Vice President and General Counsel, Exide Corporation, 1400
North Woodward Avenue, Bloomfield Hills, Michigan 48304, telephone (810) 258-
0080.
THE COMPANY
The Company is the leading manufacturer and marketer of starting, lighting
and ignition ("SLI") batteries in the world. During 1994 and 1995 through its
acquisitions of B.I.G. Batteries Group Limited ("BIG"), Sociedad Espanola del
Acumulador Tudor, S.A. ("Tudor") and Compagnie Europeenne d'Accumulateurs S.A.
("CEAC"), as well as its assumption of the customers of Gemala Battery Company
Limited ("Gemala Battery"), the Company has become Europe's largest producer
and marketer of SLI batteries and industrial batteries.
2
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NORTH AMERICA
Exide and its affiliates have a unit market share in SLI batteries of
approximately 39% in the United States and Canada, based on information
provided by an industry trade association. The Company believes that it is the
lowest cost major producer in its North American markets. Over 80% of all
automotive batteries sold in the United States and Canada are sold in the
aftermarket, and in fiscal 1996 approximately 90% of the Company's unit sales
were of automotive replacement batteries. The aftermarket is influenced more
by the age and number of vehicles in service than new production levels and
tends to be less cyclical than the original equipment manufacturing ("OEM")
market. In April 1994, Sears, Roebuck & Co., one of the largest retailers of
SLI batteries in the United States, selected the Company as the primary
supplier of its batteries, including the Die Hard(R) brand. Exide is the
leading supplier for 17 of the 20 largest battery retailers in the United
States, including NAPA Distribution Centers, Kmart Corp., Northern Automotive
Corporation, Montgomery Ward & Co. and The Pep Boys-Manny, Moe & Jack. The
Company also produces SLI batteries for the OEM market in North America,
principally for Chrysler Corporation, for whom it is the primary supplier, as
well as John Deere, E-Z-GO, Ford New Holland, Mitsubishi Motor Manufacturing
Company, NAVISTAR, Toyota Motor Corp. and others.
Current management, which is led by Arthur M. Hawkins, Chairman, President
and Chief Executive Officer, who joined Exide in 1985, has transformed the
Company into a marketing-driven business by developing a new customer base
focused on leading mass-merchandisers, auto supply chains and wholesalers and
introducing merchandise displays, innovative packing and programs to assist
customers in marketing and inventory management. To support and expand this
customer base, Exide has expanded its Company-owned distribution system from
12 wholesale branch outlets in 1985 to approximately 130 today. These outlets,
which distribute Exide batteries to both large accounts and local dealers and
other small volume customers, also allow the Company to collect used batteries
for recycling in the Company's lead smelters as part of its recycling program
aimed at reducing costs and protecting the environment. In addition, in recent
years the Company has introduced several new products including an advanced
line of maintenance-free batteries and an emergency vehicle battery. The
Company, which markets its products under various trademarks including Exide,
Willard and Prestolite, has strengthened its brand recognition through
promotional activities, including sponsoring a NASCAR Winston Cup racing team
and an Indianapolis-type car.
For the fiscal year ended March 31, 1996, Exide's North American operations
would have accounted for approximately 38% of Exide's total pro forma net
sales.
EUROPE
Exide is the leading manufacturer and marketer of SLI and industrial
batteries in Europe with major market presence in France, Spain, Portugal,
Italy, Germany, the United Kingdom, Sweden, Denmark, Finland and Norway. The
Company believes it is one of the lowest cost, highest quality suppliers of
SLI and industrial batteries in Europe. SLI batteries and industrial batteries
accounted for approximately 54% and 43%, respectively, of the net sales of
Exide's European operations for the fiscal year ended March 31, 1996.
Approximately 70% of all automotive batteries sold in Europe are sold in the
aftermarket and approximately 71% of the automotive battery net sales of
Exide's operations in Europe during fiscal 1996 were of automotive replacement
batteries. Exide produces SLI batteries for the European OEM market and is one
of the major suppliers to Fiat S.p.A. ("Fiat"), the Volkswagen group
(Volkswagen AG/AUDI AG/Seat/Skoda Automobilova AS), the PSA group (Peugeot
S.A./Citroen), the Renault group and Volvo. By assuming the customers of
Gemala Battery, the Company is also a supplier to Ford Motor Co. in Europe.
The Company's SLI battery brand strategy in Europe is based on well recognized
brands, including Tudor, Hagen Batterie, Exide, Fulmen, LXAC Power, SONNAK,
Anker, BIG and Sonnenschein. On a going forward basis, the Company will focus
its SLI battery marketing efforts on these strong brands. Standby batteries
represented approximately 41% and traction batteries represented approximately
53% of industrial battery sales of the Company in fiscal 1996. Major standby
battery customers include telecommunications companies and European armed
forces. Major traction battery customers
3
<PAGE>
in Europe include the electric vehicle operations of the Linde group (Still
GmbH, LL Fenwicks, Fiat and Lansing), Clark and Jungheinrich. As in the
automotive market, the Company's industrial battery brands, including TS,
Hagen Batterie, Tudor, Fulmen, Sonnenschein, Chloride Motive Power, Magneti
Marelli and ASTA, are well recognized in their markets.
For the fiscal year ended March 31, 1996, Exide's European operations would
have represented approximately 62% of Exide's total pro forma net sales.
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The Company is a Delaware corporation organized in 1966 to succeed to the
business of a New Jersey corporation founded in 1888 by Thomas A. Edison. The
principal executive offices of the Company are located at 1400 North Woodward
Avenue, Bloomfield Hills, Michigan 48304, telephone number (810) 258-0080.
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Common Stock is listed and traded on the NYSE under the symbol EX. The
following table sets forth, for the periods indicated, the high and low sales
prices per share of the Common Stock, as reported on the NYSE Composite
Transactions Tape.
<TABLE>
<CAPTION>
SALES PRICE
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HIGH LOW
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<S> <C> <C>
Fiscal year ended March 31, 1995:
First Quarter........................................... 50 1/4 35 5/8
Second Quarter.......................................... 53 1/2 45 5/8
Third Quarter........................................... 56 1/4 47
Fourth Quarter.......................................... 57 1/2 32 3/4
Fiscal year ending March 31, 1996:
First Quarter........................................... 44 1/2 29 1/2
Second Quarter.......................................... 53 7/8 42 1/2
Third Quarter........................................... 50 42 1/4
Fourth Quarter ......................................... 51 1/8 23 1/4
Fiscal year ending March 31, 1997:
First Quarter........................................... 30 1/4 18 7/8
Second Quarter (through August 27, 1996)................ 28 1/2 22 1/2
</TABLE>
See the cover page of this Prospectus for a recent price of the Common
Stock.
The Company has paid cash dividends of $.02 per share on the Common Stock in
each completed quarter following its initial public offering. The Company
expects to continue to pay quarterly cash dividends on the Common Stock. The
declaration and payment of dividends on the Common Stock will be subject to
the discretion of the Board of Directors of the Company. The timing and amount
of dividends, if any, will depend, among other things, on the Company's
results of operations, financial condition, cash requirements and other
factors deemed relevant by the Board of Directors. In addition, the Company's
credit agreement and indentures contain certain restrictions on its ability to
pay dividends.
SELLING STOCKHOLDERS
The Selling Stockholders will have received their shares upon conversion of
the 2.90% Convertible Senior Subordinated Notes Due 2005 of the Company. In
connection with the issuance of the Notes, the Company agreed to file a
registration statement with the Commission covering the resale of the Shares
issuable upon conversion of the Notes and to indemnify each Selling
Stockholder against claims made against them arising out of, among other
things, statements made in such registration statement. In addition, the
Company agreed to cause this registration statement to remain effective for
the earlier of three years or until all of the Shares are sold.
4
<PAGE>
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from the sale of the Shares by the
Selling Stockholders. The Shares or any part thereof may be sold from time to
time by any of the Selling Stockholders or by donees or transferees in
privately negotiated transactions, on the NYSE or such other exchange upon
which the Common Stock of the Company trades, through underwriters in one or
more underwritten offerings or through brokers, dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders or the purchasers of Shares for whom
they may act as agent (which discounts and commissions are not anticipated to
exceed those customary in the types of transactions involved), or any
combination thereof. The Shares may be sold in amounts (which may involve one
or more block transactions) and on terms to be determined at the time of sale.
The Selling Stockholders reserve the sole right to accept and, together with
any agent of the Selling Stockholders, to reject in whole or in part any
proposed purchase of the Shares. Any broker or dealer participating in any
such sale may be deemed to be an "underwriter" within the meaning of the
Securities Act and if so will be required to deliver a copy of this Prospectus
to any person who purchases any of the Shares from or through such broker or
dealer.
To the extent required, the Company will prepare and file with the
Commission a post-effective amendment to the Registration Statement or a
supplement to this Prospectus.
Offers or sales of the Shares have not been registered or qualified under
the laws of any country, other than the United States. To comply with certain
states' securities laws, if applicable, the Shares will be offered or sold in
such jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the Shares may not be offered or sold unless they
have been registered or qualified for sale in such states or an exemption from
registration or qualification is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Shares may not simultaneously engage in
market-making activities with respect to such Shares for a period of two to
nine business days prior to the commencement of such distribution. In addition
to and without limiting the foregoing, each Selling Stockholder and any other
person participating in a distribution will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including without limitation Rules 10b-6 and 10b-7, which provisions may limit
the timing of purchases and sales of any of the Shares by the Selling
Stockholders or any such other person. All of the foregoing may affect the
marketability of the Shares and the brokers' and dealers' ability to engage in
market-making activities with respect to the Shares.
Pursuant to an agreement with the Selling Stockholders, the Company has
agreed to pay the cost of the registration of the Shares and the preparation
of this Prospectus and the Registration Statement under which this Prospectus
is filed. The expenses so payable by the Company are estimated to be
approximately $84,750.58 Under agreements entered into with the Company, the
Selling Stockholders will be indemnified by the Company against certain civil
liabilities, including liabilities under the Securities Act.
5
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LEGAL MATTERS
Certain legal matters with respect to the Shares will be passed upon for the
Company by Kirkland & Ellis, Chicago, Illinois.
EXPERTS
The audited consolidated financial statements and schedule of the Company as
of March 31, 1996 and 1995 and for each of the three fiscal years ended March
31, 1996 incorporated by reference in this Prospectus have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto dated June 28, 1996, also incorporated by
reference, in reliance upon the authority of said firm as experts in giving
said report. Reference is made to said report on the consolidated financial
statements, which includes an explanatory paragraph with respect to the change
in the method in accounting in fiscal 1994 for postretirement employee
benefits other than pensions as discussed in Note 8 to the consolidated
financial statements incorporated by reference herein from the Company's Form
10-K for the fiscal year ended March 31, 1996.
6
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR IN-
CORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFOR-
MATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURI-
TIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PRO-
SPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS NOT BEEN A CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information....................................................... 2
Incorporation of Certain Documents by Reference............................. 2
The Company................................................................. 2
Price Range of Common Stock and Dividend Policy............................. 4
Selling Stockholders........................................................ 4
Plan of Distribution........................................................ 5
Legal Matters............................................................... 6
Experts..................................................................... 6
</TABLE>
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4,992,571 SHARES
EXIDE CORPORATION
COMMON STOCK
($.01 PAR VALUE)
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PROSPECTUS
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September 5, 1996
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<PAGE>
PART II--INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a statement of estimated expenses of the issuance and
distribution of the securities being registered (other than underwriting
discounts and commissions), all of which are being paid by the registrant:
<TABLE>
<S> <C>
SEC Registration Fee........................................... $51,750.58
Accounting Fees and Expenses................................... 2,000.00
Legal Fees and Expenses........................................ 15,000.00
Printing and Engraving Expenses................................ 15,000.00
Miscellaneous Fees and Expenses................................ 5,000.00
----------
Total...................................................... $84,750.58
==========
</TABLE>
ITEM 15.
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 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 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 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 16. EXHIBITS.
See Exhibit Index.
ITEM 17. UNDERTAKINGS.
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;
II-1
<PAGE>
(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 (1)(i) and 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 with or furnished to the
Commission 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.
(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.
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.
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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<PAGE>
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 OF FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 1
TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF READING, STATE OF PENNSYLVANIA, ON
AUGUST 30, 1996.
EXIDE CORPORATION
/s/ Alan E. Gauthier
By: _________________________________
Alan E. Gauthier
Executive Vice President and
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO 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>
* President, Chairman of the August 30, 1996
____________________________________ Board and Director
Arthur M. Hawkins (Principal Executive
Officer)
By:
/s/ Alan E. Gauthier Executive Vice President, August 30, 1996
____________________________________ Chief Financial Officer
Alan E. Gauthier and Director (Principal
Financial and Accounting
Officer)
By:
* Executive Vice President, August 30, 1996
____________________________________ President--North American
Douglas N. Pearson Operations and Director
By:
* Director August 30, 1996
____________________________________
Earl Dolive
By:
* Director August 30, 1996
____________________________________
Robert H. Irwin
By:
* Director August 30, 1996
____________________________________
Arthur R. Taylor
By:
*By:
/s/ Alan E. Gauthier Director August 30, 1996
____________________________________
Alan E. Gauthier
Attorney-in-Fact
</TABLE>
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EXIDE CORPORATION
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4.1** Registration Rights Agreement, dated as of December 15, 1995, among
the Company, Morgan Stanley & Co. Incorporated, Salomon Brothers Inc
and BT Securities Corporation.
4.2 Restated Certificate of Incorporation of the Company filed with the
Secretary of State of the State of Delaware on August 14, 1996.
4.3* Restated Bylaws of the Company, incorporated by reference from
Exhibit 3.2 to the Company's Registration Statement on Form S-1
(File No. 33-68016), as amended.
5 Opinion of Kirkland & Ellis.
23.1 Consent of Kirkland & Ellis (included as part of Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24** Power of Attorney.
99.1** Placement Agreement with respect to the Notes, dated as of December
11, 1995, among the Company, Morgan Stanley & Co. Incorporated,
Salomon Brothers Inc and BT Securities Corporation.
99.2** Indenture with respect to the Notes, dated as of December 15, 1995,
between the Company and the Bank of New York as Trustee.
99.3** Form of Note (included in Exhibit 99.2).
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*Incorporated by reference
**Previously filed
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Exhibit 4.2
RESTATED CERTIFICATE OF INCORPORATION
OF
EXIDE CORPORATION
ARTICLE FIRST
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The name of the corporation is Exide Corporation.
ARTICLE SECOND
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The address of the corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE THIRD
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The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
ARTICLE FOURTH
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The total number of shares which the corporation shall have authority
to issue shall be 65,000,000, divided into two classes, namely:
(1) 5,000,000 shares of Preferred Stock, par value $.01 per share (the
"Preferred Stock"); and
(2) 60,000,000 shares of Common Stock, par value $.01 per share (the
"Common Stock").
The number of authorized shares of Preferred Stock and Common Stock
may be increased or decreased (but not below the number of shares thereof
outstanding) by the affirmative vote of the holders of a majority of the stock
of the corporation entitled to vote with respect to such matter without any
class vote required by the General Corporation Law of the State of Delaware.
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The designation, relative, rights, preferences and limitations of the
shares of each class, the authority of the board of directors of the corporation
to establish and to designate series of the Preferred Stock and to fix the
variations in the
relative rights, preferences and limitations as between such series, and the
relative rights, preferences and limitations of each such series, shall be as
follows:
1. Preferred Stock.
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(a) The board of directors of the corporation is authorized, subject
to the limitations prescribed by law and the provisions of this Section 1 of
this ARTICLE FOURTH, by resolution or resolutions, to provide for the issuance
of the Preferred Stock in series, to establish or change the number of shares to
be included in each such series and to fix the designation, relative rights,
preferences and limitations of the shares of each such series. The authority of
the board of directors of the corporation with respect to each series shall
include, but not be limited to, determination of the following:
(i) The number of shares constituting that series and the distinctive
designation of that series;
(ii) the dividend rate or rates on the shares of that series and/or
the method of determining such rate or rates, whether dividends shall be
cumulative, and, if so, from which date or dates;
(iii) whether and to what extent the shares of that series shall have
voting rights in addition to the voting rights provided by law, which might
include the right to elect a specified number of directors in any case or
if dividends on such series were not paid for a specified period of time;
(iv) whether the shares of that series shall be convertible into
shares of stock of any other series or class, and, if so, the terms and
conditions of such conversion, including the price or prices or the rate or
rates of conversion and the terms of adjustment thereof;
(v) whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable and the amount per share
payable in
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case of redemption, which amount may vary under different conditions and at
different redemption dates;
(vi) the rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the corporation;
(vii) the obligations, if any, of the corporation to retire shares of
that series pursuant to a sinking fund; and
(viii) any other relative rights, preferences and limitations of the
series.
(b) Subject to the designations, relative rights, preferences and
limitations provided pursuant to Section 1(a) of this ARTICLE FOURTH, each share
of Preferred Stock shall be of equal rank with each other share of Preferred
Stock.
(c) Shares of any series of Preferred Stock which shall be issued and
thereafter acquired by the Corporation through purchase, redemption, exchange,
conversion or otherwise shall return to the status of authorized but unissued
Preferred Stock unless otherwise provided in the resolution or resolutions of
the Board of Directors designating such series.
(d) Subject to the express terms of the Preferred Stock outstanding
from time to time, such dividends or distributions as may be determined by the
board of directors of the corporation may from time to time be declared and paid
or made upon the Preferred Stock out of any source at the time lawfully
available for the payment of dividends.
2. Common Stock.
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(a) Voting Rights. Except as otherwise provided by the General
Corporation Law of the State of Delaware, by this certificate of incorporation
or any amendments thereto or by resolutions adopted by the board of directors
providing for the issuance of Preferred Stock, all of the voting power of the
corporation shall be vested in the holders of the Common Stock, and each holder
of Common Stock shall have one (1) vote for each share of Common Stock held by
such holder on all matters voted upon by the stockholders.
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(b) Dividends. Whenever dividends upon the Preferred Stock, to the
extent such stock may be entitled thereto, shall have been paid or declared and
set apart for payment, the board of directors may declare a dividend upon the
Common Stock out of the unrestricted and unreserved surplus of the corporation.
The holders of the Common Stock shall share ratably in any such dividend in
proportion to the number of shares of Common Stock held by each.
(c) Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the corporation and after the payment
of any preferential amounts to be distributed to the holders of Preferred Stock,
the remaining assets of the corporation shall be distributed ratably among the
holders of the Common Stock in proportion to the number of shares held by each.
3. General Provisions with Respect to All Classes of Stock.
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(a) Issuance of Stock. Shares of capital stock of the corporation may
be issued by the corporation from time to time in such amounts and proportions
and for such consideration (not less than the par value thereof in the case of
capital stock having par value) as may be fixed and determined from time to time
by the board of directors and as shall be permitted by law.
(b) Unclaimed Dividends. Any and all right, title, interest and claim
in or to any dividends declared by the corporation, whether in cash, stock or
otherwise, which are unclaimed by the stockholder entitled thereto for a period
of six years after the close of business on the payment date, shall be and shall
be deemed to be extinguished and abandoned; and such unclaimed dividends in the
possession of the corporation, its transfer agents or other agents or
depositories, shall at such time become the absolute property of the
corporation, free and clear of any and all claims of any persons whatsoever.
(c) Nonliquidating Events. A consolidation or merger of the
corporation with or into another corporation or corporations or a sale, whether
for cash, shares of stock, securities or properties, or any combination thereof,
of all or substantially all of the assets of the corporation shall not be deemed
or construed
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to be a liquidation, dissolution or winding up of the Corporation
within the meaning of this ARTICLE FOURTH.
(d) No Preemptive Rights. No holder of Preferred Stock or Common
Stock of the corporation shall be entitled, as such, as a matter of right, to
subscribe for or purchase any part of any new or additional issue of stock of
any class or series whatsoever, whether now or hereafter authorized and whether
issued for cash or other consideration, or by way of dividend.
ARTICLE FIFTH
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The corporation is to have perpetual existence.
ARTICLE SIXTH
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The business and affairs of the corporation shall be managed by or
under direction of the board of directors. Election of directors need not be by
written ballot unless the by-laws of the corporation so provide. In furtherance
and not in limitation of the powers conferred by statute, the board of directors
of the corporation is expressly authorized to make, alter or repeal the by-laws
of the corporation.
ARTICLE SEVENTH
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Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the corporation may provide. Action shall be taken
by the stockholders of the corporation only at annual or special meetings of
stockholders or by unanimous written consent in lieu of meeting. Stockholder
meetings may be called only as provided in the by-laws.
ARTICLE EIGHTH
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The books of the corporation may be kept outside the State of Delaware
at such place or places as may be designated from time to time by the board of
directors or in the by-laws of the corporation. The board of directors shall
from time to time decide whether and to what extent and at what times and under
what conditions and requirements the accounts and books of the
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corporation, or any of them, except the stock book, shall be open to the
inspection of the stockholders, and no stockholder shall have any right to
inspect any books or documents of the corporation except as conferred by the
laws of the State of Delaware or as authorized by the board of directors.
ARTICLE NINTH
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To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, 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. Any repeal or
modification of this ARTICLE NINTH shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
ARTICLE TENTH
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The corporation shall indemnify each officer and director of the
corporation to the fullest extent permitted by applicable law for any and all
liability arising out of or in connection with such person's status as an
officer or director of the corporation, except as may be otherwise provided in
the corporation's by-laws; and in furtherance hereof, the board of directors is
expressly authorized to amend the corporation's by-laws from time to time to
give full effect hereto, notwithstanding possible self-interest of the directors
in the action being taken. The modification or repeal of this ARTICLE TENTH
shall not adversely affect the right to indemnification of an officer or
director hereunder with respect
to any act or omission occurring prior to such modification or repeal.
ARTICLE ELEVENTH
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The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the manner now
or hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
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[KIRKLAND & ELLIS LETTERHEAD]
Exhibit 5
September 4, 1996
Exide Corporation
645 Penn Street
P.O. Box 14205
Reading, Pennsylvania 19612-4205
Re: Exide Corporation
Registration Statement on Form S-3
Registration No. 333-00885
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 4,992,571 shares of Common Stock, $.01 par value, of the Company (the
"Shares") pursuant to a Registration Statement on Form S-3 (Registration No.
333-00885) filed with the Securities and Exchange Commission (the "Commission")
on February 12, 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").
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the Restated Certificate of Incorporation and By-laws,
each as amended to date, of the Company, (ii) minutes and records of the
corporate proceedings of the Company with respect to the Shares, (iii) the
Registration Statement and exhibits thereto, (iv) the Placement Agreement, dated
as of December 15, 1995, among the Morgan Stanley & Co. Incorporated, Salomon
Brothers Inc, BT Securities Corporation (collectively, the "Placement Agents")
and the Company, (v) the Registration Rights Agreement, dated as of December 15,
1995, among the Placement Agents and the Company and (vi) the Indenture, dated
as of December 15, 1995, between the Company and the Bank of New York as
Trustee.
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
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Exide Corporation
September 4, 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 (vii) 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, 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. We also consent to the reference to our
firm under the heading "Legal Matters" in 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.
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Exide Corporation
September 4, 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
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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 June 28, 1996
included in Exide Corporation's Form 10-K for the year ended March 31, 1996
and to all references to our Firm included in this registration statement.
Arthur Andersen LLP
Philadelphia, PA.,
August 29, 1996
