<PAGE>
As filed with the Securities and Exchange Commission on June 25, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
------------------------
FORM S-3
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 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, Legal and Government Affairs
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, P.C.
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 as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest 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 only 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 of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please 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
under the Securities Act of 1933, please check the following box. [_]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Title of Each Class of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Aggregate Offering Price Registration
Share (1) (1) Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share............... 366,009 shares $20.69 $7,572,726.21 $2,294.77
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with rule 457(c) solely for the purposes of
determining the registration fee.
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 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
366,009 Shares
Exide Corporation
Common Stock
($0.01 Par Value)
This Prospectus relates to 366,009 shares of Common Stock, $0.01 par value
per share (the "Shares"), of Exide Corporation (the "Company"). All of the
Shares offered hereby are offered for the account of and may be sold from time
to time by BmU Beteiligungsgesellschaft fur mittelstandische Unternehmen mbH, a
corporation organized under the laws of the Federal Republic of Germany (the
"Selling Stockholder"). The Company will not receive any of the proceeds from
the sale of the Shares by the Selling Stockholder. The Shares have been issued
to the Selling Stockholder by the Company in a private transaction immediately
prior to the effectiveness of the Registration Statement on Form S-3 of which
this Prospectus forms a part. See "Use of Proceeds," "Plan of Distribution" and
"Selling Stockholder."
The Selling Stockholder has advised the Company that the Shares may be
offered from time to time, as determined by market conditions, in ordinary
brokerage transactions on the New York Stock Exchange, including by means of one
or more block trades or special offerings, through brokers, dealers or agents of
the Selling Stockholder, or in other transactions as described in greater detail
below under "Plan of Distribution."
-----------------------------
The Common Stock is listed on the New York Stock Exchange under the symbol
EX. The closing sale price of the Common Stock on the New York Stock Exchange on
June 18, 1997 was $20.50 per share. The Company has agreed to pay for the
expenses of the registration of the Shares under the Securities Act of 1933, as
amended (the "Securities Act") and the preparation of this Prospectus.
-----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-----------------------------
No person has been authorized by the Company to give any information or to
make any representation not contained or incorporated by reference in this
Prospectus in connection with the offer described herein, and any information or
representation not contained or incorporated by reference herein must not be
relied upon as having been authorized by the Company or the Selling Stockholder.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities offered hereby in any jurisdiction to any person to
whom it is unlawful to make such an offer in such jurisdiction, nor an offer to
sell or a solicitation of an offer to buy any securities other than those
offered hereby. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that there has
been no change since the date hereof in the affairs of the Company or in the
information set forth herein.
-----------------------------
The date of this Prospectus is ________, 1997
<PAGE>
FORWARD-LOOKING STATEMENTS; RISK FACTORS
THIS PROSPECTUS, INCLUDING THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE,
INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT"). ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL
FACTS INCLUDED IN THIS PROSPECTUS AND INCORPORATED BY REFERENCE HEREIN REGARDING
THE COMPANY'S FINANCIAL POSITION AND BUSINESS STRATEGY MAY CONSTITUTE FORWARD-
LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS
REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT CAN GIVE NO
ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT. THE COMPANY'S
CORE BUSINESS, THE DESIGN, MANUFACTURE AND SALE OF LEAD ACID BATTERIES, AND THE
COMPANY'S STRUCTURE INVOLVES RISK AND UNCERTAINTY. IMPORTANT FACTORS AND RISKS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE COMPANY'S
EXPECTATIONS INCLUDE (A) THE ADVERSE EFFECT OF UNSEASONABLE WEATHER (WARM
WINTERS AND COOL SUMMERS) ON THE DEMAND FOR THE PRINCIPAL PRODUCT OF THE
COMPANY, LEAD ACID BATTERIES, (B) THE RESTRICTIONS PLACED ON THE COMPANY'S
OPERATING AND FINANCIAL FLEXIBILITY BY ITS SUBSTANTIAL DEBT AND DEBT SERVICE
REQUIREMENTS, (C) THE ABILITY OF THE COMPANY TO REALIZE ITS NET OPERATING LOSS
CARRY FORWARDS, (D) FLUCTUATIONS IN THE PRICE OF LEAD, THE LARGEST COMPONENT OF
LEAD ACID BATTERIES, (E) POSSIBLE ENVIRONMENTAL LIABILITIES ASSOCIATED WITH THE
MANUFACTURING OF LEAD ACID BATTERIES, (F) THE CURRENCY RESTRICTIONS AND EXCHANGE
RATE FLUCTUATIONS ASSOCIATED WITH THE COMPANY'S FOREIGN OPERATIONS, (G)
COMPETITIVENESS OF THE BATTERY MARKETS IN NORTH AMERICA AND EUROPE AND (H) THE
SUCCESS OF RESTRUCTURING ACTIVITIES AND INTEGRATION OF ACQUISITIONS. ALL
FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY OR PERSONS ACTING ON ITS
BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS.
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 thereto, the "Registration Statement") under the Securities Act,
covering the sale of the Shares by the Selling Stockholder 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 and to which reference is hereby
made. Statements 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. The Registration Statement may be inspected and
copied at the public reference facilities maintained by the Commission referred
to below.
The Company is subject to the informational requirements of the
Exchange Act, and in accordance therewith, files reports, proxy statements and
other information with the Commission. Such reports, proxy statements and other
information filed with the Commission 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, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
located at Seven World Trade Center, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such materials may be obtained at prescribed rates by writing the
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549. Such material may also be accessed electronically by means of the
Commission's home page on the Internet at http://www.sec.gov. In addition,
reports, proxy statements and other information concerning the Company can also
be inspected at the offices of the New York Stock Exchange, Inc., 11 Wall
Street, New York, New York 10005.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission, are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended March 31,
1996.
2. Quarterly Reports on Form 10-Q for the fiscal quarters ended June
30, 1996, September 29, 1996 and December 29, 1996.
3. The description of 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 with the Commission pursuant to
Sections 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 sale of the Shares offered hereby
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or 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 other
subsequently filed document which also is or is 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 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 or may be incorporated by
reference in this Prospectus, other than exhibits to such documents not
specifically described above. Requests for such documents should be directed to
Exide Corporation, 1400 North Woodward Avenue, Bloomfield Hills, Michigan,
48304, telephone (810) 258-0080, Attention: Investor Relations.
THE COMPANY
The Company is the leading manufacturer and marketer of starting,
lighting and ignition ("SLI") batteries in the world. The Company had
consolidated net sales of $2.3 billion in each of fiscal 1996 and 1997.
North America
The Company has 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.
Over 80% of all automotive batteries sold in the United States and
Canada are sold in the aftermarket, and in fiscal 1996 approximately 88% 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. In
addition, the Company announced on June 10, 1997 that it was selected by Sears,
Roebuck & Co. to expand the relationship as its principal battery supplier to
Sears and affiliated companies including Sears Auto Centers, Sears Hardware and
its new NTB National Tire and Battery stores as well as supplying Die Hard(R)
brand batteries to Western Auto. The Company is the leading supplier of 16 of
the 20 largest battery retailers in the United States, including NAPA
Distribution Centers, Kmart, CSK Corporation and The Pep Boys-Manny, Moe & Jack
as well as Sears, Roebuck & Co. The Company also produces SLI batteries for the
OEM market in North America, principally for Chrysler Corporation for whom it is
the primary supplier. In addition, the Company produces SLI batteries for
commercial applications such as trucks, farm equipment and other off-road
vehicles, as well as specialty batteries for marine and garden tractor
applications.
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 packaging and programs to assist
customers in marketing and inventory management. To support and expand this
customer base, the Company has expanded its Company-owned distribution system
from 12 wholesale branch outlets
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<PAGE>
in 1985 to over 130 today. These outlets, which distribute Company batteries to
both large accounts and local dealers and other small volume customers, also
allow the Company to collect used batteries for recycling in its 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 a sealed recombinant battery, an advanced line of
maintenance-free batteries and an emergency vehicle battery. The Company markets
its products in North America under various trademarks including Exide(R),
Willard(R) and Prestolite(R).
For fiscal 1997, the Company's North American operations accounted for
approximately 37.4% of the Company's consolidated revenues.
Europe
The Company has become Europe's largest producer and marketer of SLI
batteries and industrial batteries through its acquisitions of B.I.G. Batteries
Group Limited, Sociedad Espanola del Acumulador Tudor, S.A. and Compagnie
Europeenne d' Accumulateurs S.A. ("CEAC"), as well as its assumption of the
customers of Gemala Battery Company Limited. The Company is a leading competitor
in the following European countries: France, Spain, Italy, Germany, the United
Kingdom, Sweden, Denmark, Finland, Norway, Poland, Turkey, Belgium, The
Netherlands, Luxembourg, Greece and Portugal. The Company holds a market share
in SLI batteries of approximately 38% and a market share in industrial batteries
of approximately 39% in Europe.
The Company is an established producer of SLI batteries for the European
OEM market and is one of the long-term major suppliers of Fiat, Volkswagen,
Audi, Seat, Skoda Automobilova, Peugeot, Citroen, Renault, Volvo and the
European operations of Ford. The Company's European SLI brands are well known
for high quality, including its Anker(TM), BIG(TM), Exide(TM), Fulmen(TM), Hagen
Batterie(TM), LYAC Power(TM), Magneti Marelli(TM), SONNAK(TM), Sonnenschein(TM)
and Tudor(TM) brands. The Company has also enjoyed long-standing relationships
with its standby battery customers, including telecommunications companies and
European navies, and traction battery customers, including the electric vehicle
operations of the Linde group (Still, LL Fenwicks and Lansing), Clark and
Jungheinrich. As in the automotive market, the Company's European industrial
brands, including ASTA(TM), Chloride Motive Power(TM), Fulmen(TM), Hagen
Batterie(TM), Sonnenschein(TM) and TS(TM) are recognized in their markets for
high quality.
For fiscal 1997, the Company's European operations represented
approximately 62.6% of the Company's consolidated revenues.
The above described trademarks and trade names of the Company and its
subsidiaries are registered or otherwise protected under laws of various
jurisdictions. The Company's principal executive offices are located at 1400
North Woodward Avenue, Bloomfield Hills, Michigan 48304, telephone number (810)
258-0080.
RECENT DEVELOPMENTS
In April 1997, Exide Holding Europe ("Exide Europe"), a wholly-owned
European subsidiary of the Company, privately issued 9 1/8% Senior Notes due
2004 in the principal amount of approximately $103 million. The proceeds of such
offering were used to repay a portion of the borrowings under the facilities
agreement (the "Facilities Agreement") of certain European subsidiaries of the
Company with a group of lenders. Also in April 1997, the Company and certain of
its subsidiaries entered into an agreement to acquire three related German
producers and marketers of SLI and industrial batteries, DETA Akkumulatorenwerk
GmbH, MAREG Accumulatoren GmbH and FRIWO SILBERKRAFT GmbH (together "DETA") for
approximately $35 million plus assumed debt of approximately $68 million. Such
acquisition is expected to be financed with borrowings under the Facilities
Agreement and is subject to, among other things, the approval of competition
authorities. DETA competes in most western European countries and is the largest
supplier of SLI batteries to BMW in Germany.
In May 1997, the Company retired pursuant to a tender offer approximately
98% of its 12 1/4% Senior Subordinated Deferred Coupon Debentures due 2004 for
approximately $104 million, resulting in an extraordinary loss of approximately
$6.0 million, and entered into a supplemental indenture which eliminated a
substantial number of such Debentures' restrictive covenants and certain of
their events of default. The tender offer was financed with borrowings under the
Company's U.S. credit agreement. Also in May 1997, certain of the Company's
European subsidiaries established facilities under which they sold and will
continue to
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<PAGE>
sell trade accounts receivable. The initial proceeds of such facilities,
approximately $145 million, were used to repay borrowings under the Facilities
Agreement.
Also in May 1997, the Company's Board of Directors approved, based upon the
recommendation of the Compensation Committee of the Board and subject to
approval of the Company's stockholders, plans pursuant to which (i) its outside
directors will receive at least 50% (and more if they so elect) of their Board
and committee fees in Common Stock and (ii) a one-time grant, subject to five-
year vesting, was made to each outside director of 2,442 shares of Common Stock.
In addition, Mr. George J. Tinker, Chairman and Chief Executive of Exide Europe,
announced his resignation from such position in May 1997.
SELLING STOCKHOLDER
The Shares have been issued to the Selling Stockholder immediately prior to
the effectiveness of the Registration Statement pursuant to a letter agreement,
executed on July 9, 1996 and July 23, 1996, between the Company and the Selling
Stockholder.
CEAC, an indirect wholly-owned subsidiary of the Company, and the Selling
Stockholder are parties to the Share Purchase and Transfer Agreement,
dated as of January 16, 1996, whereby CEAC purchased the minority interest of
the Selling Stockholder in Sonnenschein GmbH, a German battery producer, in
exchange for shares of Common Stock of the Company. The Company agreed to issue
the Shares to the Selling Stockholder as additional consideration for such
minority interest.
As of the date of this Prospectus, the Shares are the only shares of the
Company's Common Stock beneficially owned by the Selling Stockholder.
USE OF PROCEEDS
The Selling Stockholder will receive all proceeds from the sale of the
Shares, less any brokerage fees, commissions or discounts associated with the
such sales. The Company has agreed to pay the registration, accounting, legal
and other fees in connection with this offering, which are estimated to be
$29,294.77.
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby. The Selling Stockholder has advised the Company that the
Shares may be offered, from time to time, as determined by market conditions, by
any of the following means, or any combination thereof: (i) ordinary brokerage
transactions on the New York Stock Exchange and transactions in which a broker,
dealer or agent of the Selling Stockholder solicits purchasers; (ii) block
trades in accordance with the rules of the New York Stock Exchange in which a
broker, dealer or agent of the Selling Stockholder may attempt to sell the
Shares as agent but may position and resell all or a portion of the block as
principal to facilitate the transactions; (iii) "off-board" secondary
distributions, exchange distributions or special offerings in accordance with
the rules of the New York Stock Exchange in which a broker, dealer or agent of
the Selling Stockholder may act as principal or agent; (iv) sales to a broker,
dealer or agent of the Selling Stockholder in which such broker, dealer or agent
of the Selling Stockholder purchases the Shares as principal and resells the
Shares for its own account pursuant to a prospectus supplement; (v) sales "at
the market" to or through a market maker or into an existing trading market, on
an exchange or otherwise, for the Shares; and (vi) sales in other ways not
involving market makers or established trading markets, including direct sales
to institutions or individual purchasers. The Shares are expected to be sold at
prices prevailing at the time of sale, and it is anticipated that the offering
prices will not exceed the last reported sale price for the Common Stock of the
Company on the New York Stock Exchange immediately prior to the
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<PAGE>
determination thereof. Any brokerage commissions or other compensation paid by
the Selling Stockholder are not expected to exceed those customary in the types
of transactions involved. A broker, dealer or agent of the Selling Stockholder
may also receive compensation from purchasers of the Shares which is not
expected to exceed that customary in the types of transactions involved.
In connection with the sale of the Shares offered hereby, any participating
broker, dealer or agent of the Selling Stockholder may be deemed to be an
underwriter within the meaning of the Securities Act, in which event the
brokerage commissions or discounts received by any such person may be deemed to
be underwriting compensation. To the extent required by the Securities Act,
additional information relating to the specific shares offered, the price at
which such shares are offered and the particular selling arrangements, if any,
made with any broker, dealer or agent in connection therewith (including any
applicable commissions or discounts) will be set forth in an accompanying
prospectus supplement or, if appropriate, a post-effective amendment to the
Registration Statement of which this Prospectus is a part.
LEGAL MATTERS
Certain legal matters with respect to the Shares will be passed upon for
the Company by Kirkland & Ellis, a partnership including professional
corporations, Chicago, Illinois.
EXPERTS
The audited consolidated financial statements and schedule of the Company
for the fiscal year ended March 31, 1996 incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto dated June 28, 1996, and are included herein in
reliance upon the authority of said firm as experts in giving said report.
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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 brokerage fees and
commissions), all of which are being paid by the Company:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee........ $ 2,294.77
Accounting Fees and Expenses............................... 2,000
Legal Fees and Expenses.................................... 15,000
Miscellaneous Expenses..................................... 10,000
----------
Total............................................ $29,294.77
==========
</TABLE>
All of the above, other than the SEC registration fee, are estimated.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits
indemnification of directors, employees and agents of corporations under certain
conditions and subject to certain limitations. The Company's certificate of
incorporation and 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 broader indemnification) in the future. The
Company's 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 director.
Item 16. Exhibits.
See Index to Exhibits.
Item 17. Undertakings.
The undersigned Company 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 (i) and (ii) above 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 Company pursuant to section 13 or section 15(d) of
the Securities Exchange Act that are incorporated by reference in the
registration statement;
<PAGE>
(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.
(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 hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated
by reference in this 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
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reading, Pennsylvania, as of June 25, 1997.
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 and on the dates indicated. Each person whose signature appears below
constitutes and appoints Alan E. Gauthier and Catherine B. Hnatin and each of
them as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution for him or her and in his or her name, place and
stead, in any and all capacities to sign any and all amendments (including pre-
effective and 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, and each of them, 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 or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or either of them, or their or substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Arthur M. Hawkins Chairman of the Board, Chief Executive June 25, 1997
- ------------------------ Officer and President (Principal
Arthur M. Hawkins Executive Officer)
/s/ Alan E. Gauthier Executive Vice President, Chief June 25, 1997
- ------------------------ Financial Officer and Director (Principal
Alan E. Gauthier Financial and Accounting Officer)
/s/ Douglas N. Pearson Executive Vice President, President - June 25, 1997
- ------------------------ North American Operations and Director
Douglas N. Pearson
/s/ Earl Dolive Director June 25, 1997
- ------------------------
Earl Dolive
/s/ Robert H. Irwin Director June 25, 1997
- ------------------------
Robert H. Irwin
/s/ Thomas J. Reilly, Jr. Director June 25, 1997
- ------------------------
Thomas J. Reilly, Jr.
/s/ Arthur R. Taylor Director June 25, 1997
- ------------------------
Arthur R. Taylor
/s/ James T. Watson Director June 25, 1997
- ------------------------
James T. Watson
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 Restated Certificate of Incorporation of the Company.
4.2* Restated Bylaws of the Company, incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (File No. 33-68016), as amended.
5 Opinion of the Executive Vice President, Legal and Government Affairs, of the Company.
23.1 Consent of the Executive Vice President, Legal and Government Affairs, of the Company
(included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24** Power of Attorney.
</TABLE>
- ---------------------
* Incorporated by reference.
** Included in Signature page on II-3
II-4
<PAGE>
Exhibit 4.1
RESTATED CERTIFICATE OF INCORPORATION
OF
EXIDE CORPORATION
ARTICLE FIRST
-------------
The name of the corporation is Exide Corporation.
ARTICLE SECOND
--------------
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
-------------
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
--------------
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.
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
<PAGE>
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.
---------------
(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 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
-2-
<PAGE>
(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.
(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.
(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-
<PAGE>
3. General Provisions with Respect to All Classes of Stock.
(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 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
-------------
The corporation is to have perpetual existence.
ARTICLE SIXTH
-------------
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.
-4-
<PAGE>
ARTICLE SEVENTH
---------------
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
--------------
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 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
-------------
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
-------------
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
-5-
<PAGE>
to any act or omission occurring prior to such modification or repeal.
ARTICLE ELEVENTH
----------------
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.
* * * * * *
-6-
<PAGE>
Exhibit 5
[Exide Letterhead]
June 25, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies and Gentlemen:
I am Executive Vice President, Legal Affairs, of Exide Corporation, a
Delaware corporation (the "Company"). I have acted in such capacity in
connection with the proposed registration by the Company of 366,009 shares of
its Common Stock, par value $.01 per share (the "Shares"), pursuant to a
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission (the "Commission") 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 being issued to BmU
Beteiligungsgesellschaft fur mittelstandische Unternehmen mbH ("BmU") pursuant
to that certain letter agreement, executed on July 9, 1996 and July 23, 1996,
between the Company and BmU. In preparing this letter, I have examined such
corporate proceedings, documents, records and matters of law as I have deemed
necessary to enable me to render this opinion.
Subject to the assumptions, qualifications and other limitations which are
identified in this letter, I advise you that when the Shares have been duly
executed and delivered on behalf of the Company and countersigned by the
Company's registrar, the Shares will be validly issued, fully paid and
nonassessable.
I have assumed that each document I have reviewed for purposes of this
letter is accurate and complete, that each such document that purports to be an
original is authentic, that each such document that is a copy conforms to an
authentic original, and that all signatures on each such document are genuine. I
have assumed (other than with respect to the Company) that all documents and
instruments I have reviewed have been duly authorized, executed and delivered by
the respective parties thereto, the respective parties thereto had the corporate
power and authority to execute, deliver and perform such documents and
instruments, the execution, delivery and performance of such documents and
instruments by each party thereto did not and will not violate the charter or
bylaws of such party or any contract to which such party is bound and comply
with all laws, governmental rules and regulations applicable to each such party,
and that such documents and instruments constitute the valid and binding
obligation of such party, enforceable against such party in accordance with
their respective terms.
<PAGE>
Exide Corporation
June 25, 1997
Page 2
I am qualified to practice law in the State of Michigan and my advice on
every legal issue addressed in this letter is based exclusively on the General
Corporation Law of the State of Delaware or the federal law of the United
States, and represents my opinion as to how that issue would be resolved were it
to be considered by the highest court in the jurisdiction which enacted such
law. Without limiting the generality of the preceding sentence, I express no
opinion with respect to compliance with any state securities (or "Blue Sky")
laws or regulations. The manner in which any particular issue would be treated
in any actual court case would depend in part on facts and circumstances
particular to the case, and this letter is not intended to guarantee the outcome
of any legal dispute which may arise in the future.
This letter speaks as of the time of its delivery on the date it bears. I
do not assume any obligation to provide you with any subsequent opinion or
advice by reason of any fact about which I did not have actual knowledge at that
time, by reason of any change subsequent to that time in any law covered by any
of my opinions, or for any other reason. This letter is limited to the specific
issues addressed herein, and no opinion may be inferred or implied beyond that
expressly stated herein.
I hereby consent to the filing of this letter with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, I do not hereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission.
This letter is furnished to you in connection with the registration of the
Shares pursuant to the Registration Statement. Without my written consent: (i)
no person other than you may rely on this letter for any purpose; (ii) this
letter may not be cited or quoted in any document or communication which might
encourage reliance upon this letter by any person for any purpose excluded by
the restrictions in this paragraph; and (iii) copies of this letter may not be
furnished to anyone for purposes of encouraging such reliance.
Very truly yours,
/s/ Bernard F. Stewart
Bernard F. Stewart
<PAGE>
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 fiscal year ended March 31,
1996 and to all references to our Firm included in this Registration Statement.
Arthur Andersen LLP
Philadelphia, Pennsylvania,
June 24, 1997
