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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EXIDE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-0552730
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
645 Penn Street
Reading, Pennsylvania 19601
Telephone: (610) 378-0500
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Exide Corporation
1999 Stock Incentive Plan
(Full title of the plan)
John R. Van Zile, Esq.
Vice President, General Counsel and Secretary
Exide Corporation
3600 Green Court, Suite 720
Ann Arbor, Michigan 48105
Telephone: (734) 827-2563
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Carter W. Emerson, Esq.
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Aggregate Offering Aggregate Offering Amount of
to be Registered Registered(1) Price Per Share(2) Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value.................. 2,300,000 $8.09 $18,607,000.00 $4,912.25
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(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement shall be deemed to cover an indeterminate number of additional
shares of Common Stock issuable in the event the number of outstanding
shares of the Company is increased by split-up, reclassification, stock
dividend or the like.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Securities and Exchange Commission Rule 457(c); based on the average of
the high and low price per share of the Common Stock on June 26, 2000, as
reported on the New York Stock Exchange.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. The documents containing the information specified in
Part I, Items 1 and 2, will be delivered in accordance with Rule
428(b)(1) of the Securities Act of 1933, as amended ("Securities Act").
Such documents are not required to be, and are not, filed with the
Securities and Exchange Commission ("Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II
of this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information. Upon
written or oral request, any of the documents incorporated by reference
in Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in the Section 10(a) Prospectus), other
documents required to be delivered to eligible employees pursuant to
Rule 428(b) or additional information about the Exide Corporation 1999
Stock Incentive Plan are available without charge by contacting:
John R. Van Zile, Esq.
Vice President, General Counsel and Secretary
Exide Corporation
3600 Green Court, Suite 720
Ann Arbor, Michigan 48105
Telephone: (734) 827-2563
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF 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, 2000; and
(iii) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on October 22, 1993.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the termination of the offering of the
Shares made hereby shall be deemed to be incorporated by reference in this
Registration Statement 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 Registration Statement 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 Registration
Statement.
The Company will provide without charge to each person to whom this
Registration Statement is delivered, upon the written or oral request of such
person, a copy of any or all of the documents which have been
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incorporated by reference in this Registration Statement, other than exhibits to
such documents not specifically described above. Requests for such documents
should be directed to:
John R. Van Zile, Esq.
Vice President, General Counsel and Secretary
Exide Corporation
3600 Green Court, Suite 720
Ann Arbor, Michigan 48105
Telephone: (734) 827-2563
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the Company
may, and in certain cases must, be indemnified by the Company against, in the
case of a non-derivative action, judgments, fines, amounts paid in settlement
and reasonable expenses (including attorneys' fees) incurred by him as a result
of such action. In the case of a derivative action, such person must be
indemnified against expenses (including attorneys' fees). 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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
23.1 Consent of Independent Accountants
24.1 Power of Attorney (included on signature page)
99.1 Exide Corporation 1999 Stock Incentive Plan, as amended, incorporated by
reference to the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 3, 1999.
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Item 9. UNDERTAKINGS
(a) RULE 415 OFFERING
The undersigned registrant hereby undertakes:
1. to file, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION
STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in Reading, Pennsylvania on June 28, 2000.
EXIDE CORPORATION
By: /s/ Robert A. Lutz
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Robert A. Lutz
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby constitutes and appoints Kevin R. Morano and John R. Van Zile, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name please and stead, in
any and all capacities to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
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 might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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----------------------------------- ----------------------------- ----------------
SIGNATURE Title Date
<S> <C> <C>
By: /s/ Robert A. Lutz Chairman and Chief Executive
------------------------------- Officer June 28, 2000
Robert A. Lutz (principal executive officer)
By: /s/ Kevin R. Morano Executive Vice President and June 28, 2000
------------------------------- Chief Financial Officer
Kevin R. Morano (principal financial officer)
By: /s/ Kenneth S. Pawloski Vice President, Corporate Controller June 28, 2000
------------------------------- (principal accounting officer)
Kenneth S. Pawloski
By: /s/ Francois J. Castaing Director June 28, 2000
-------------------------------
Francois J. Castaing
By: /s/ Lynne V. Cheney Director June 28, 2000
-------------------------------
Lynne V. Cheney
By: /s/ Jody G. Miller Director June 28, 2000
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Jody G. Miller
By: /s/ John A. James Director June 28, 2000
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John A. James
By: /s/ Heinz C. Prechter Director June 28, 2000
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Heinz C. Prechter
By: /s/ John E. Robson Director June 28, 2000
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John E. Robson
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