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As filed with the Securities and Exchange Commission on December 20, 2000
Registration No. 333-xxxxx
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 of Incorporation) (IRS Employer Identification No.)
645 PENN STREET
READING, PENNSYLVANIA 19601
(Address of principal executive offices) (Zip Code)
EXIDE CORPORATION 2000 BROAD-BASED STOCK INCENTIVE PLAN
(Full title of the plan)
JOHN R. VAN ZILE, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
EXIDE CORPORATION
3600 GREEN COURT, SUITE 720
ANN ARBOR, MICHIGAN 48105
(734) 827-2563
(Name, address and telephone number, including area code, of agent for service)
COPIES TO:
J. MICHAEL SCHELL, ESQ.
MARGARET L. WOLFF, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036-6522
(212) 735-3000
CALCULATION OF REGISTRATION FEE
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==============================================================================================================
Proposed Maximum Proposed Maximum Amount Of
Title Of Securities Amount To Be Offering Price Aggregate Offering Registration
To Be Registered Registered (2) Per Share (3) Price (3) Fee (4)
==============================================================================================================
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Common Stock, par
value $.01 per share (1) 2,000,000 $7.75 $15,500,000.00 $4,092.00
==============================================================================================================
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(1) Includes associated rights to purchase shares of Series A Junior
Participating Preferred Stock of the Company.
(2) Represents the number of shares of common stock, par value $.01 per share
("Common Stock"), of Exide Corporation, a Delaware corporation ("Exide"),
issuable pursuant to the Exide Corporation 2000 Broad-Based Stock Incentive
Plan (the "Stock Incentive Plan"). Pursuant to Rule 416(c) under the
Securities Act of 1933 (the "Securities Act"), this registration statement
shall also cover any additional shares of Common Stock which become issuable
under the Stock Incentive Plan pursuant to the antidilution provisions
contained in the Stock Incentive Plan.
(3) Estimated pursuant to Rule 457(c) and (h) under the Securities Act on the
basis of the average of the high and low sale prices for a share of Common
Stock on December 18, 2000, as reported on the New York Stock Exchange.
(4) Computed in accordance with Rule 457(h) promulgated under the Securities
Act.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The document(s) containing the information specified in Item 1 will be sent
or given to participants in the Stock Incentive Plan in accordance with Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"), and
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
The document(s) containing the information specified in Item 2 will be sent
or given to participants in the Stock Incentive Plan in accordance with Rule
428(b)(1) of the Securities Act, and are not required to be filed with the
Commission as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents filed by Exide Corporation, a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference, as of their respective dates, in this
Registration Statement:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000, filed on June 29, 2000;
(ii) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended July 2, 2000 and October 1, 2000, filed on August
15, 2000 and November 15, 2000, respectively;
(iii) The Company's Current Reports on Form 8-K, dated July 10, 2000,
September 29, 2000 and October 25, 2000, filed on July 10, 2000,
October 16, 2000 and November 20, 2000, respectively, and the
Company's Current Report on Form 8-K/A, amending the Company's
Current Report on Form 8-K dated September 29, 2000, filed on
December 13, 2000;
(iv) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (File No. 33-
56581), filed with the Commission on November 23, 1994; and
2
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(v) The description of the rights to purchase shares of Series A
Junior Participating Preferred Stock of the Company contained in
the Company's Registration Statement on Form 8-A, filed with the
Commission on September 21, 1998, as amended by the Company's
Registration Statement on Form 8-A/A, filed with the Commission
on November 27, 2000.
In addition, any and all documents hereafter filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicate that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be part hereof from the date of the 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 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") empowers a Delaware corporation to indemnify any person who was or is a
party to or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may include
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.
A Delaware corporation may indemnify directors, officers, employees and
other agents of such corporation in an action by or in the right of the
corporation under the same conditions, except that no indemnification shall be
made if such person is adjudged to be liable to the corporation. Where a
director, officer, employee or agent of the corporation is successful on the
merits or otherwise in the defense of any action, suit or proceeding referred to
in this Item 6 or in defense of any claim, issue or matter herein, the
corporation must indemnify such person against the expenses (including
attorney's fees) which he or she actually and reasonably incurred in connection
therewith.
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Article Tenth of the Company's Restated Certificate of Incorporation and
Article V of the Company's Restated 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 applicable law, subject to certain exceptions, for
any and all liability reasonably incurred by such person arising out of or in
connection with such person's status as an officer or director of the Company.
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
The following exhibits are filed as part of this Registration Statement or,
where so indicated, have been previously filed and are incorporated herein by
reference.
Exhibit Description
------- -----------
4.1 Restated Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-3 (No. 333-29991), filed June
25, 1997.
4.2 Restated By-Laws of the Company, incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 1, 2000, filed on November 15,
2000.
4.3 Form of Rights Agreement, dated as of September 18, 1998,
between Exide Corporation and American Stock Transfer and Trust
Company, as Rights Agent, including the form of Certificate of
Designation, Preferences and Rights of Junior Participating
Preferred Shares, Series A attached thereto as Exhibit A, the
form of Rights Certificate attached thereto as Exhibit B and
the Summary of Rights attached thereto as Exhibit C,
incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K, dated September 18, 1998, filed on
September 21, 1998.
4.4 Amendment to Rights Agreement, dated October 25, 2000,
incorporated by reference to Exhibit 4.2 to the Company's
Current Report on Form 8-K, dated October 25, 2000, filed on
November 20, 2000.
4.5 Warrant Agreement, dated as of September 29, 2000, by and
between the Company and The Bank of New York, as warrant agent,
incorporated by reference to Exhibit 4.2 to the Company's
Current Report on Form 8-K, dated September 29, 2000, filed on
October 16, 2000.
4
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4.6 Form of Warrant Certificate (attached as Exhibit A to the
Warrant Agreement), incorporated by reference to Exhibit 4.3 to
the Company's Current Report on Form 8-K, dated September 29,
2000, filed on October 16, 2000.
4.7 Registration Rights Agreement, dated as of September 29, 2000,
by and among the Company and certain lenders under the Amended
and Restated Credit and Guarantee Agreement, dated as of
September 29, 2000, by and among the Company, Credit Suisse
First Boston, Salomon Smith Barney and the lenders party
thereto, incorporated by reference to Exhibit 4.4 to the
Company's Current Report on Form 8-K, dated September 29, 2000,
filed on October 16, 2000.
4.8 Registration Rights and Standstill Agreement, dated as of
September 29, 2000, by and between the Company and Pacific
Dunlop Holdings (USA) Inc., incorporated by reference to
Exhibit 4.5 to the Company's Current Report on Form 8-K, dated
September 29, 2000, filed on October 16, 2000.
4.9 Registration Rights Agreement, dated as of October 26, 1993,
incorporated by reference to Exhibit 4.14 to the Company's
Registration Statement on Form S-1, filed on August 29, 1993
(the "1993 Registration Agreement").
4.10 Amendment No. 1, dated as of August 10, 2000, to the 1993
Registration Agreement, incorporated by reference to Exhibit
4.6 to the Company's Current Report on Form 8-K, dated
September 29, 2000, filed on October 16, 2000.
4.11 Amendment No. 2, dated as of September 29, 2000, to the 1993
Registration Agreement, incorporated by reference to Exhibit
4.7 to the Company's Current Report on Form 8-K, dated
September 29, 2000, filed on October 16, 2000.
4.12 Indenture, dated as of December 15, 1995, between the Company
and the Bank of New York as Trustee, incorporated by reference
to Exhibit 99.2 to the Company's Registration Statement on Form
S-3, filed on February 12, 1996.
5 Opinion of General Counsel regarding the legality of the
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of General Counsel (included in Exhibit 5).
24 Power of Attorney (included on signature page).
99 Exide Corporation 2000 Broad-Based Stock Incentive Plan.
5
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Item 9. Undertakings.
(a) 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;
(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 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
(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 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 Sections 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Sections 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement
6
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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) Insofar as indemnification for liabilities arising under the
Securities Act 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
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 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
Securities Act and will be governed by the final adjudication of such
issue.
7
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Reading, state of Pennsylvania, on this 20/th/ day of
December, 2000.
EXIDE CORPORATION
By: /s/ Robert A. Lutz
--------------------------
Name: Robert A. Lutz
Title: Chairman and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement and Power of Attorney have 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, place and stead, in
any and all capacities to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
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
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By: /s/ Robert A. Lutz Chairman and Chief Executive Officer December 20, 2000
-------------------------------
Robert A. Lutz
By: /s/ Kevin R. Morano Executive Vice President and Chief December 20, 2000
-------------------------------
Kevin R. Morano Financial Officer (principal financial
officer)
By: /s/ Kenneth S. Pawloski Vice President, Corporate Controller December 20, 2000
-------------------------------
Kenneth S. Pawloski (principal accounting officer)
By: /s/ Francois J. Castaing Director December 20, 2000
-------------------------------
Francois J. Castaing
By: /s/ John A. James Director December 20, 2000
-------------------------------
John A. James
By: /s/ Jody G. Miller Director December 20, 2000
-------------------------------
Jody G. Miller
By: /s/ Heinz C. Prechter Director December 20, 2000
-------------------------------
Heinz C. Prechter
By: /s/ John E. Robson Director December 20, 2000
-------------------------------
John E. Robson
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EXHIBIT INDEX
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Exhibit Description of Exhibit
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4.1 Restated Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-3 (No. 333-29991), filed June
25, 1997.
4.2 Restated By-Laws of the Company, incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 1, 2000, filed on November 15,
2000.
4.3 Form of Rights Agreement, dated as of September 18, 1998, between
Exide Corporation and American Stock Transfer and Trust Company,
as Rights Agent, including the form of Certificate of
Designation, Preferences and Rights of Junior Participating
Preferred Shares, Series A attached thereto as Exhibit A, the
form of Rights Certificate attached thereto as Exhibit B and the
Summary of Rights attached thereto as Exhibit C, incorporated by
reference to Exhibit 4.1 to the Company's Current Report on Form
8-K, dated September 18, 1998, filed on September 21, 1998.
4.4 Amendment to Rights Agreement, dated October 25, 2000,
incorporated by reference to Exhibit 4.2 to the Company's Current
Report on Form 8-K, dated October 25, 2000, filed on November 20,
2000.
4.5 Warrant Agreement, dated as of September 29, 2000, by and between
the Company and The Bank of New York, as warrant agent,
incorporated by reference to Exhibit 4.2 to the Company's Current
Report on Form 8-K, dated September 29, 2000, filed on October
16, 2000.
4.6 Form of Warrant Certificate (attached as Exhibit A to the Warrant
Agreement), incorporated by reference to Exhibit 4.3 to the
Company's Current Report on Form 8-K, dated September 29, 2000,
filed on October 16, 2000.
4.7 Registration Rights Agreement, dated as of September 29, 2000, by
and among the Company and certain lenders under the Amended and
Restated Credit and Guarantee Agreement, dated as of September
29, 2000, by and among the Company, Credit Suisse First Boston,
Salomon Smith Barney and the lenders party thereto, incorporated
by reference to Exhibit 4.4 to the Company's Current Report on
Form 8-K, dated September 29, 2000, filed on October 16, 2000.
4.8 Registration Rights and Standstill Agreement, dated as of
September 29, 2000, by and between the Company and Pacific Dunlop
Holdings (USA) Inc., incorporated by reference to Exhibit 4.5 to
the Company's Current Report on Form 8-K, dated September 29,
2000, filed on October 16, 2000.
9
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4.9 Registration Rights Agreement, dated as of October 26, 1993,
incorporated by reference to Exhibit 4.14 to the Company's
Registration Statement on Form S-1, filed on August 29, 1993 (the
"1993 Registration Agreement").
4.10 Amendment No. 1, dated as of August 10, 2000, to the 1993
Registration Agreement, incorporated by reference to Exhibit 4.6
to the Company's Current Report on Form 8-K, dated September 29,
2000, filed on October 16, 2000.
4.11 Amendment No. 2, dated as of September 29, 2000, to the 1993
Registration Agreement, incorporated by reference to Exhibit 4.7
to the Company's Current Report on Form 8-K, dated September 29,
2000, filed on October 16, 2000.
4.12 Indenture, dated as of December 15,1995, between the Company and
the Bank of New York as Trustee, incorporated by reference to
Exhibit 99.2 to the Company's Registration Statement on Form S-3,
filed on February 12, 1996.
5 Opinion of General Counsel regarding the legality of the
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of General Counsel (included in Exhibit 5).
24 Power of Attorney (included on signature page).
99 Exide Corporation 2000 Broad-Based Stock Incentive Plan.
10
