<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 5, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
LEAR SEATING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3386776
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48034
(Address of principal executive offices) (zip code)
<TABLE>
<S> <C> <C> <C> <C>
LEAR SEATING CORPORATION AND LEAR SEATING CORPORATION AND LEAR SEATING CORPORATION
1988 STOCK OPTION PLAN 1992 STOCK OPTION PLAN 1994 STOCK OPTION PLAN
(Full title of the plans)
</TABLE>
JAMES H. VANDENBERGHE
EXECUTIVE VICE PRESIDENT
LEAR SEATING CORPORATION
21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48034
(Name and address of agent for service)
(810) 746-1500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED(1) REGISTERED(1) PER SHARE PRICE(2) FEE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value... 4,619,815 shares (2) $22,249,801 $4,449.96
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
(1) To be offered by the Company pursuant to the Plans described herein.
(2) Computed in accordance with Rule 457(h). A total of 4,619,815 shares will be
issued upon the exercise of outstanding stock options for an aggregate
exercise price of $22,249,801. Of the total amount, 2,080,815 shares will
be issued upon the exercise of stock options at a price of $1.29 per share,
1,914,000 shares will be issued upon the exercise of stock options at a
price of $5.00 per share and 498,750 shares will be issued upon the
exercise of stock options at a price of $15.50 per share. In accordance
with Rule 457(c), and solely for the purpose of calculating the
registration fee, the proposed maximum aggregate offering price for the
remaining 126,250 shares to be registered was $2,264,295 based on $17.94,
the average price of the Common Stock as reported on the New York Stock
Exchange on September 30, 1994.
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<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Lear Seating Corporation (the "Registrant") hereby incorporates the
following documents herein by reference:
(a) The Registrant's prospectus dated April 6, 1994 filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
relating to its registration statement on Form S-1 (File No. 33-52565) filed on
March 8, 1994, as amended by Amendment No. 1 filed on April 1, 1994 and by
Amendment No. 2 filed on April 5, 1994, including the Registrant's audited
financial statements for the fiscal year ended June 30, 1993 and the six months
ended December 31, 1993;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") on or after
June 30, 1993; and
(c) The description of the Registrant's Common Stock, $.01 par value,
contained in the Registrant's registration statement on Form 8-A filed pursuant
to Section 12(b) of the Exchange Act, dated April 1, 1994, as amended by the
Company's Amendment No. 1 on Form 8A/A filed on April 5, 1994.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of 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 such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized by Section 145 of the General Corporation Law of Delaware
(the "Delaware Corporation Law"), each director and officer of the Registrant
may be indemnified by the Registrant against expenses (including attorney's
fees, judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceedings in
<PAGE> 3
which he is involved by reason of the fact that he is or was a director or
officer of the Registrant if he acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding, if he had no
reasonable cause to believe that his conduct was unlawful. If the legal
proceeding, however, is by or in the right of the Registrant, the director or
officer may not be indemnified in respect to any claim, issue or matters as to
which he shall have been adjudged to be liable for negligence or misconduct in
the performance of his duty to the Registrant unless a court determines
otherwise.
Article Five of the Restated Certificate of Incorporation of the Registrant
provides that no director of the Registrant shall be personally liable to that
Registrant or its stockholders for monetary damages for any breach of his
fiduciary duty as a director; provided, however, that such clause shall not
apply to any liability of a director (1) for any breach of his duty of loyalty
to the Registrant or its stockholders, (2) for acts or omissions that are not in
good faith or involve intentional misconduct or a knowing violation of the law,
(3) under Section 174 of the Delaware Corporation Law, or (4) for any
transaction from which the director derived an improper personal benefit. In
addition, Article Six of the Restated Certificate of Incorporation of the
Registrant and Article VIII of the Amended and Restated By-Laws of the
Registrant provide for the indemnification of the Registrant's directors and
officers.
The Registrant has directors and officers liability insurance that insures
the directors and officers of the Registrant against certain liabilities. In
addition, Lehman Brothers, Inc. has agreed to indemnify Jeffrey P. Hughes, David
P. Spalding, James A. Stern, Eliot Fried and Alan Washkowitz, each being a
director of the Registrant, in connection with their service as directors of the
Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
<PAGE> 4
ITEM 8. EXHIBITS
<TABLE>
<S> <C>
4.1 Stock Option Agreement dated as of September 29, 1988 between Lear Seating
Corporation and certain management investors (filed as Exhibit 10.6 to Lear
Holdings Corporation's and the Registrant's Registration Statement on Form S-1 (No.
33-25256))*
4.2 Lear Seating Corporation 1992 Stock Option Plan (filed as Exhibit 10.7 to the
Registrant's Annual Report on Form 10-K for the year ended June 30, 1993)*
4.3 Amendment to 1992 Stock Option Plan dated as of December 31, 1993
4.4 Lear Seating Corporation 1994 Stock Option Plan
4.5 Form of certificate for the Registrant's Common Stock, par value $.01 per share
5 Opinion of Winston & Strawn, counsel to the Registrant, as to the legality of the
Common Stock being registered
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Coopers & Lybrand
23.3 Consent of Winston & Strawn (included in their opinion filed as Exhibit 5)
24.1 Powers of Attorney (included on the signature page hereof)
</TABLE>
- -------------------------
* Incorporated herein by reference.
<PAGE> 5
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, 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 this
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) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and 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
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.
(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 further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the annual report of the
employee benefit plans pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered 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 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 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.
<PAGE> 6
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 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 Southfield, Michigan on the 5th day of October, 1994.
LEAR SEATING CORPORATION
By: /s/ KENNETH L. WAY
Kenneth L. Way
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kenneth L. Way, Robert E. Rossiter and James H.
Vandenberghe and each of them (with full power to each of them to act alone),
his true and lawful attorney-in-fact and agent, 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 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 might or could do in person, hereby ratifying and
confirming all said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- --------------------------- --------------------
<S> <C> <C>
/s/ KENNETH L. WAY Chairman of the Board and October 5, 1994
- ---------------------------------------- Chief Executive Officer
Kenneth L. Way
/s/ ROBERT E. ROSSITER Director, President and October 5, 1994
- ---------------------------------------- Chief Operating Officer
Robert E. Rossiter
/s/ JAMES H. VANDENBERGHE Executive Vice President October 5, 1994
- ---------------------------------------- and Chief Financial
James H. Vandenberghe Officer (Principal
Financial and Principal
Accounting Officer)
Director
- ----------------------------------------
Larry W. McCurdy
/s/ GIAN ANDREA BOTTA Director October 5, 1994
- ----------------------------------------
Gian Andrea Botta
Director
- ----------------------------------------
Eliot Fried
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ ROBERT W. SHOWER Director October 5, 1994
- ----------------------------------------
Robert W. Shower
/s/ JEFFREY P. HUGHES Director October 5, 1994
- ----------------------------------------
Jeffrey P. Hughes
/s/ DAVID P. SPALDING Director October 5, 1994
- ----------------------------------------
David P. Spalding
/s/ JAMES A. STERN Director October 5, 1994
- ----------------------------------------
James A. Stern
/s/ ALAN WASHKOWITZ Director October 5, 1994
- ----------------------------------------
Alan Washkowitz
</TABLE>
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ---- ----------------------------------------------------------------------- ----------
<S> <C> <C>
4.1 Stock Option Agreement dated as of September 29, 1988 between Lear
Seating Corporation and certain management investors (filed as Exhibit
10.6 to Lear Holdings Corporation's and the Registrant's Registration
Statement on Form S-1 (No. 33-25256))*
4.2 Lear Seating Corporation 1992 Stock Option Plan (filed as Exhibit 10.7
to the Registrant's Annual Report on Form 10-K for the year ended June
30, 1993)*
4.3 Amendment to 1992 Stock Option Plan dated as of December 31, 1993
4.4 Lear Seating Corporation 1994 Stock Option Plan
4.5 Form of certificate for the Registrant's Common Stock, par value $.01
per share
5 Opinion of Winston & Strawn, counsel to the Registrant, as to the
legality of the Common Stock being registered
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Coopers & Lybrand
23.3 Consent of Winston & Strawn (included in their opinion filed as Exhibit
5)
24.1 Powers of Attorney (included on the signature page hereof)
</TABLE>
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* Incorporated herein by reference.
<PAGE> 1
EXHIBIT 4.3
FIRST AMENDMENT
TO THE
LEAR SEATING CORPORATION
1992 STOCK OPTION PLAN
The Lear Holdings Corporation 1992 Stock Option Plan (the
"Plan") is amended as follows:
1. The title of the Plan is amended by deleting the
name "Lear Holdings Corporation" and replacing it with "Lear Seating
Corporation".
2. Section 1 of the Plan is amended by deleting in the
third line the name "Lear Holdings Corporation" and replacing it with
the name "Lear Seating Corporation".
3. Section 2 of the Plan is amended by deleting the
words "as in effect on the date hereof" at the end of the definition
of "Stockholders Agreement" and replacing them with the following:
", as such agreement may be amended from time to time in accordance
with the terms thereof."
4. Section 5(a) of the Plan is amended by deleting the
first sentence thereof and replacing it with the following: "38,000
shares are allocated for award as Performance Goal Options to
existing or future management employees."
5. Section 8 of the Plan is amended by adding new
Section 8(d) and (e) as follows:
(d) Notwithstanding any other provision
contained in this Section 8, all Annual Options issued and
not otherwise vested under the Plan shall vest as of
December 31, 1993 provided that the option holder is
employed with the Company or a subsidiary as of the
effective date of the First Amendment to the Plan.
(e) All Annual Options vested as of December
31, 1993 shall become exercisable on the earlier of:
(i) the second anniversary of the
option holder's date of normal retirement (as such term is
defined or otherwise provided) from the Company or a
subsidiary under a tax-qualified pension benefit plan as
sponsored by the Company or a subsidiary; or
(ii) September 28, 1996, provided the
option holder is either (i) employed with the Company or a
subsidiary as of said date or (ii) the option holder's
employment with the Company has terminated by reason of
normal retirement prior to said date.
<PAGE> 2
6. Section 9 of the Plan is amended by adding new
paragraphs "(c)" and "(d)" as follows:
(c) Notwithstanding any other provision
contained in this Section 9, all Cumulative Options issued
and not otherwise vested under the Plan shall vest as of
December 31, 1993 provided that the option holder is
employed with the Company or a subsidiary as of the
effective date of the First Amendment to the Plan.
(d) All Cumulative Options vested as of
December 31, 1993 shall become exercisable on the earlier
of:
(i) the second anniversary of the
option holder's date of normal retirement (as such term is
defined or otherwise provided) from the Company or a
subsidiary under a tax-qualified pension benefit plan as
sponsored by the Company or a subsidiary; or
(ii) September 28, 1996, provided the
option holder is either (i) employed with the Company or a
subsidiary as of said date or (ii) the option holder's
employment with the Company has terminated by reason of
normal retirement prior to said date.
7. Section 10 of the Plan is hereby deleted and under
the heading for Section 10 the words "intentionally deleted" are
hereby inserted.
8. Section 11 of the Plan is amended by adding new
paragraphs "(c)" and "(d)" as follows:
(c) Notwithstanding any other provision
contained in this Section 11, all Time Based Options issued
and not otherwise vested under the Plan shall vest as of
December 31, 1993 provided that the option holder is
employed with the Company or a subsidiary as of the
effective date of the First Amendment to the Plan.
(d) All Time Based Options vested as of
December 31, 1993 shall become exercisable on the earlier
of:
(i) the second anniversary of the
option holder's date of normal retirement (as such term is
defined or otherwise provided) from the Company or a
subsidiary under a tax-qualified pension benefit plan as
sponsored by the Company or a subsidiary; or
-2-
<PAGE> 3
(ii) September 28, 1996, provided the
option holder is either (i) employed with the Company or a
subsidiary as of said date or (ii) the option holder's
employment with the Company has terminated by reason of
normal retirement prior to said date.
9. Section 12 of the Plan is hereby deleted and under
the heading for Section 12 the words "intentionally deleted" are
hereby inserted.
10. Section 13 of the Plan is amended by adding a new
paragraph "(e)" as follows:
(e) As of the effective date of the First
Amendment of the Plan:
(i) Notwithstanding the provisions of
Sections 13(b) and 13(c), if, prior to September 28, 1996,
an option holder's employment with the Company or a
subsidiary is terminated, other than by reason of normal
retirement (as such term is defined or otherwise provided),
death or permanent and total disability, all options held as
of December 31, 1993 by such person shall become exercisable
on September 1, 2001;
(ii) Notwithstanding the provisions of
Section 13(c), if, prior to September 28, 1996, an option
holder's employment with the Company or a subsidiary is
terminated for "permanent and total disability" as defined
by Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended, all options held as of December 31, 1993 by such
person shall become exercisable on September 28, 1996 and
for a period of 90 days thereafter. Options held by the
option holder that are not exercised within said period
terminate;
(iii) Notwithstanding the provisions of
Section 13(d), if an option holder's employment with the
Company or a subsidiary is terminated because of the option
holder's death prior to September 28, 1996, all options held
by said option holder shall become exercisable by the option
holder's personal representative or devisee on September 28,
1996 and for a period of 90 days thereafter. Options held
by the deceased option holder that are not exercised within
said period terminate; and
(iv) Notwithstanding any provision of
the Plan to the contrary, any option may be exercised under
this Plan at any time with the express written consent of
the Board of Directors of the Company, as approved by the
stockholders.
11. Section 14 of the Plan is amended by adding the
following sentence at the end thereof. "Notwithstanding the
foregoing, the requirements of this Section 14 shall not apply
-3-
<PAGE> 4
to Options granted on or after December 31, 1993 to persons who are
not at the time of the grant parties to the Stockholders Agreement."
This First Amendment to the Plan shall become effective as
of December 31, 1993.
LEAR SEATING CORPORATION
By ________________________________
Date ______________________________
-4-
<PAGE> 1
EXHIBIT 4.4
LEAR SEATING CORPORATION
1994 STOCK OPTION PLAN
1. Purpose. The purposes of the Lear Seating Corporation 1994 Stock
Option Plan (the "Plan") are, in general, to give Lear Seating Corporation (the
"Company") a significant advantage in retaining employees, officers and
directors, and to provide an incentive to selected key employees, officers and
directors of the Company and its subsidiaries, within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended ("Code"), who have
substantial responsibility in the direction of the Company and its
subsidiaries, and others who the Company determines provide substantial and
important services to the Company, to acquire a proprietary interest in the
Company, to continue as employees, officers and directors or in their other
capacities, and to increase their efforts on behalf of the Company.
2. The Plan. Two types of stock options may be granted under the Plan:
incentive stock options as defined in Code Section 422 and the regulations
promulgated thereunder ("ISOs"), and options that do not qualify as incentive
stock options ("NQSOs"). All options shall be exercisable to purchase shares
of common stock, $.01 par value (the "Common Stock") of the Company.
Collectively, ISOs and NQSOs are referred to herein as "Options".
Subject to Sections 3 and 6(a), ISOs may be awarded to employees of
the Company and its subsidiaries, within the meaning of Code Section 424(f),
including employees who are officers and directors, but shall not be issued to
directors or others who are not employees.
<PAGE> 2
Subject to Sections 3 and 6(a), NQSOs may be awarded to employees and
directors, including directors who are not employees of the Company and its
subsidiaries, within the meaning of Code Section 424(f), and anyone whom the
Committee administering the Plan pursuant to Section 3 determines provides
substantial and important services to the Company.
To the extent that any Option is not designated as an ISO, or even if
so designated it does not qualify as an ISO, it shall be treated as a NQSO.
3. Administration. The Plan shall be administered by the Compensation
Committee (the "Committee") which shall be solely comprised of two or more
"outside directors" as defined by Proposed Treasury Regulation Section
1.162-27(e)(3) or such other regulations as may be issued in proposed,
temporary or final form under Code Section 162(m). The Committee shall act by
a majority of its members at the time in office and eligible to vote on any
particular matter, and such action may be taken either by a vote at a meeting
or in writing without a meeting. Subject to the provisions of the Plan, the
Committee shall from time to time and at its discretion (i) grant Options, (ii)
determine which employees, officers and directors and other individuals
performing substantial and important services ("Grantees") may be granted such
Options under the Plan; (iii) determine whether any Option shall be an ISO or
NQSO; (iv) determine the number of shares subject to each Option; (v) determine
the term of each Option granted under the Plan; (vi) determine the date or
dates on which the Option shall be exercisable; (vii) determine the exercise
price of any Option; (viii) determine the fair market value of the Common Stock
subject to the Options; (ix) determine the terms of any agreement pursuant to
which Options are granted;
-2-
<PAGE> 3
(x) amend any such agreement with the consent of the Grantee; (xi) establish
such procedures as it deems appropriate for a recipient of an award hereunder
to designate a beneficiary to whom any benefits payable in the event of his or
her death are to be made; and (xii) determine any other matters specifically
delegated to it under the Plan or necessary for the proper administration of
the Plan.
The Committee shall also have the final authority to interpret and
construe the terms of the Plan and of any Option and such interpretation and
construction by the Committee shall be final, binding and conclusive upon all
persons including, without limitation, the Company, stockholders of the
Company, the Plan, and all persons claiming an interest in the Plan.
Notwithstanding anything contained in this Section to the contrary, no term of
the Plan relating to ISOs shall be interpreted, nor shall any discretion or
authority of the Committee be exercised, so as to disqualify the Plan under
Code Section 422 or, without the consent of the Grantee, to disqualify any ISO
under Code Section 422.
No member of the Committee or Director shall be liable for any
action, interpretation or construction made in good faith with respect to the
Plan or any Option granted hereunder.
4. Effectiveness and Termination of Plan. This Plan shall terminate on
the earliest of:
(a) The tenth anniversary of the effective date as determined under
this Section 4;
-3-
<PAGE> 4
(b) The date when all shares of the Common Stock reserved for
issuance under the Plan, shall have been acquired through exercise of Options
granted under the Plan; or
(c) Such earlier date as the Board of Directors may determine. This
Plan shall become effective as of the date of adoption thereof by the Board of
Directors of the Company, or the date this Plan is approved by the
stockholders, whichever is earlier. Any Option outstanding under the Plan at
the time of its termination shall remain in effect in accordance with its terms
and conditions and those of the Plan.
5. The Stock. The aggregate number of shares of Common Stock which may
be issued under the Plan shall be 625,000 shares; provided, however, that the
maximum number of shares of Common Stock available with respect to the Options
granted by the Committee to any one Grantee under the Plan shall not exceed
60,000. Such number of shares may be set aside out of the authorized but
unissued shares of Common Stock not reserved for any other purpose or out of
shares of Common Stock held in or acquired for the treasury of the Company.
All or any shares of Common Stock subjected under this Plan to an Option which,
for any reason, terminates unexercised as to such shares, may again be
subjected to an Option under the Plan.
6. Grant, Terms and Conditions of Options. Options may be granted by
the Committee at any time and from time to time prior to the termination of the
Plan. Each Option granted under the Plan shall be evidenced by an agreement in
a form approved by the Committee. The terms and conditions of such Option
agreement need not be identical with respect to each Grantee, but each Option
agreement will evidence on its face whether it is an
-4-
<PAGE> 5
ISO or a NQSO. For purposes of this Section, an Option shall be deemed granted
on the date the Committee selects an individual to be a Grantee, determines the
number of shares to be issued pursuant to such Option and specifies the terms
and conditions of the Option. Except as hereinafter provided, Options granted
pursuant to the Plan shall be subject to the following terms and conditions:
(a) Grantee. Subject to Section 2 hereof, the Grantees of any
Options hereunder shall be such key employees, officers and directors of the
Company and its subsidiaries, within the meaning of Code Section 424(f), as
determined by the Committee, who have substantial responsibility in the
direction of the Company and its subsidiaries, and anyone else whom the
Committee determines provides substantial and important services to the Company.
(b) Price and Exercise. The purchase price of the shares of Common
Stock upon exercise of an ISO shall be no less than the fair market value of
the shares at the time of grant of an ISO; provided, however, if an ISO is
granted to a person owning shares of the Company possessing more than 10% of
the total combined voting power of all classes of shares of the Company as
defined in Code Section 422 ("10% Stockholder"), the purchase price shall be
equal to 110% of the fair market value of the shares. The fair market value of
the Common Stock shall be the closing price of publicly traded Common Stock on
the national securities exchange on which the Common Stock is listed (if the
Common Stock is so listed) or on the NASDAQ National Market System (if the
Common Stock is regularly quoted on the NASDAQ National Market System), or, if
not so listed or regularly quoted, the mean between the closing bid and asked
prices of publicly traded Common Stock in the
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<PAGE> 6
over-the-counter market, or, if such bid and asked prices shall not be
available, as reported by any nationally recognized quotation service selected
by the Company, or as determined by the Committee in a manner consistent with
the provisions of the Code.
The purchase price of the shares of Common Stock upon exercise of a
NQSO may be any price set by the Committee.
The notice of the exercise of any Option shall be accompanied by
payment in full of the Option price. The purchase price shall be paid in
United States dollars in cash or by certified or cashier's check payable to the
order of the Company at the time of purchase. At the discretion of the
Committee, the purchase price may be paid with: (i) stock of the Company
(Common Stock already owned by, and in the possession of, the Grantee); or (ii)
any combination of United States dollars or stock of the Company. Anything
contained herein to the contrary notwithstanding, any required withholding tax
shall be paid by the Grantee in full in United States dollars in cash or by
certified or cashier's check at the time of exercise of the Option. Shares of
stock of the Company used to satisfy the exercise price of an Option shall be
valued at their fair market value as determined by the Committee, as of the
close of business on the day immediately preceding the date of exercise.
If required by the Company, such notice of exercise of an Option
shall be accompanied by the Grantee's written representation that the stock
being acquired are purchased for investment and not for distribution;
acknowledging that such stock has not been registered under the Securities Act
of 1933, as amended (the "1933 Act"); and agreeing that such stock may not be
sold or transferred unless there is an effective Registration
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<PAGE> 7
Statement for it under the 1933 Act, or, in the opinion of counsel, such sale
or transfer is not in violation of the 1933 Act.
The purchase price shall be subject to adjustment, but only as
provided in Section 7 hereof.
(c) Vesting. Options shall vest in accordance with the schedule
established for each Grantee.
(d) Forfeiture. Notwithstanding anything contained herein to the
contrary, the right (whether or not vested) of a Grantee to exercise his or her
outstanding Options, if any, shall be forfeited if (i) the Grantee shall enter
into a business or employment which the Board of Directors determines to be
detrimentally competitive with the Company or substantially injurious to the
Company's financial interests; or (ii) the Grantee is discharged from
employment with the Company for cause; or (iii) the Grantee performs acts of
willful malfeasance or gross negligence in a matter of material importance to
the Company.
(e) Additional Restrictions on Exercise of an ISO. The aggregate
fair market value of Common Stock (determined at the time an ISO is granted)
for which an ISO is exercisable for the first time by a Grantee during any
calendar year (under all plans of the Company and its subsidiaries or parent)
shall not exceed $100,000.
(f) Duration of Options. Options may be granted for terms of up to
but not exceeding ten (10) years from the effective date the particular Option
is granted; provided, however, that ISOs granted to a 10% Stockholder may be
for a term of up to but not exceeding five (5) years from the effective date
the particular ISO is granted.
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<PAGE> 8
If the stockholders of the Company have not approved the adoption of
the Plan prior to the end of one (1) year from the date the Plan is approved by
the Board of Directors of the Company, any ISOs granted under the Plan prior to
such date shall be null and void and the Company shall rescind the issuance of
any shares of Common Stock issued upon the exercise of such ISOs by a Grantee
prior to such date. In the event of such rescission, the Company shall refund
the price paid per share of Common Stock by the Grantee upon exercise of the
ISO upon receipt of the certificate representing such shares.
(g) Termination of Employment. If, and only to the extent that, an
Option held by a Grantee has vested, upon the termination of a Grantee's
employment with the Company, his or her rights to exercise such Option shall be
only as follows:
(i) Retirement. If the Grantee's employment is terminated
because he or she has attained the age which the Company may from time to
time establish as the retirement age for any class of its employees, or in
accordance with the age specified in an employment agreement with a
Grantee, he or she shall have the right to exercise the Option within
three (3) months following such retirement if and to the extent the Option
was exercisable on such date of retirement; in addition, he or she may
exercise the Option notwithstanding that it is not exercisable at the time
of retirement, with the consent of the Company within three months
following such retirement. However, in the event of his or her death
prior to the end of the three-month period after the aforesaid termination
of his or her employment, his or her estate shall have the right to
exercise the Option within one (1) year following
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<PAGE> 9
such termination with respect to all or any part of the stock subject
thereto, regardless of whether the Grantee had the right to purchase such
stock at the time of termination of employment.
(ii) Death. In the case of a Grantee who dies while employed by
the Company, his or her estate shall have the right for a period of one
(1) year following the date of such death to exercise the Option.
(iii) Disability. In the case of a Grantee whose employment with
the Company is terminated by reason of disability, as defined in Code
Section 22(e)(3), he or she shall have the right for a period of one (1)
year from the date of determination of the disability to exercise the
Option.
(iv) Other Reasons. Except as provided under Section 6(d) hereof,
in the case of a Grantee whose employment is terminated for any reason
other than those provided above under "Retirement", "Death", or
"Disability", the Grantee or his or her estate (in the event of his or her
death after such termination) may, within the 30-day period following such
termination, exercise the Option to the extent the right to exercise had
occurred prior to such termination.
(v) Non-Employee Directors. An Option received by a Grantee who is
a member of the Board of Directors of the Company but who is not an
employee of the Company shall vest and become exercisable in accordance
with its terms regardless of such Grantee's continued service as a member
of the Board of Directors of the Company.
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<PAGE> 10
For purposes of this Section 6(g), "termination of employment" shall
mean the termination of a Grantee's employment with the Company or a subsidiary
or a parent. A Grantee employed by a subsidiary shall also be deemed to have a
termination of employment if the subsidiary ceases to be a subsidiary of the
Company, and the Grantee does not immediately thereafter become an employee of
the Company or of a subsidiary or a parent. A Grantee who is not an employee
of the Company shall be considered to have a termination of employment when
substantial services, as determined by the Committee, are no longer provided to
the Company by the Grantee.
Also for purposes of this Section 6(g), a Grantee's "estate" shall
mean his or her legal representatives upon his or her death or any person who
acquires the right to exercise an Option by reason of the Grantee's death. The
Committee may in its discretion require the transferee of a Grantee to supply
it with written notice of the Grantee's death or disability and to supply it
with a copy of the will (in the case of the Grantee's death) or such other
evidence as the Committee deems necessary to establish the validity of the
transfer of an Option.
(h) Transferability of Option and Stock Acquired Upon Exercise of
Option. Options shall be transferable only by will or the laws of descent and
distribution. Options shall be exercisable during the Grantee's lifetime only
by the Grantee or by the guardian or legal representative of the Grantee.
Except as limited by applicable securities laws and the provisions of Sections
6(b), 6(j), 8 and 14 hereof, shares of Common Stock acquired upon exercise of
Options hereunder shall be freely tradeable.
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<PAGE> 11
(i) Modifications, Extension and Renewal of Options. Subject to the
terms and conditions and within the limitations of the Plan, the Committee may
modify, extend or renew outstanding Options granted under the Plan, or accept
the surrender of outstanding Options (up to the extent not theretofore
exercised) and authorize the granting of new Options in substitution therefor
(to the extent not theretofore exercised). The Committee shall not, however,
with respect to ISOs, modify any outstanding Options so as to specify a lower
Option price or accept the surrender of outstanding Options and authorize the
granting of new Options in substitution therefor specifying a lower price.
Notwithstanding the foregoing, no modification of an Option shall, without the
consent of the Grantee, alter or impair any rights or obligations under any
Option theretofore granted under the Plan nor shall any modification be made
which shall adversely affect the status of an Option as an ISO under Code
Section 422.
(j) Stock Held for Investment. Each Option agreement may contain an
undertaking that, upon demand by the Committee for such a representation, the
Grantee, or any person acting under Section 6(g), shall deliver to the
Committee at the time of any exercise of an Option a written representation
that the stock to be acquired upon such exercise is to be acquired for
investment and not for resale or with a view to the distribution thereof. Upon
such demand, delivery of such representation prior to the delivery of any stock
issued upon exercise of an Option shall be a condition precedent to the right
of the Grantee or such other person to purchase any shares of Common Stock.
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<PAGE> 12
(k) Other Terms and Conditions. Options may contain such other
provisions, which shall not be inconsistent with any of the foregoing terms, as
the Committee shall deem appropriate.
(l) Independent Directors Grants. Independent Directors who have
served on the Company's or Lear Holdings Corporation's Board of Directors for
at least eighteen consecutive months shall be entitled to receive Options under
the Plan with respect to 10,000 shares of Common Stock, each having an exercise
price equal to the fair market value of a share of Common Stock on the date of
grant. Any Options granted to an Independent Director pursuant to this Section
6(l) shall vest and become exercisable upon the earlier of (i) such Independent
Director's death or disability, as defined herein or (ii) three years from the
date of grant. For purposes hereof, "Independent Directors" shall mean any
member of the Company's Board of Directors who during his entire term as a
director was not employed by Lehman Brothers Inc., FIMA Finance Management Inc.
or the Company or any of their respective affiliates.
7. Adjustment of the Changes in the Stock.
(a) In the event the shares of Common Stock, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Company or of another corporation
(whether by reason of merger, consolidation, recapitalization,
reclassification, split, reverse split, combination of shares, or otherwise) or
if the number of such shares of Common Stock shall be increased through the
payment of a stock dividend, then there shall be substituted for or added to
each share of Common Stock theretofore appropriated or thereafter subject or
which may become subject
-12-
<PAGE> 13
to an Option under this Plan, the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock shall be so
changed, or for which each such share shall be exchanged, or to which each such
share shall be entitled, as the case may be. Outstanding Options shall also be
appropriately amended as to price and other terms as may be necessary to
reflect the foregoing events. In the event there shall be any other change in
the number or kind of the outstanding shares of the Common Stock, or of any
stock or other securities into which such Common Stock shall have been changed,
or for which it shall have been exchanged, then, if the Board of Directors
shall, in its sole discretion, determine that such change equitably requires an
adjustment in any Option theretofore granted or which may be granted under the
Plan, such adjustment shall be made in accordance with such determination.
(b) Fractional shares resulting from any adjustment in Options
pursuant to this Section 7 may be settled in cash or otherwise as the Committee
shall determine. Notice of any adjustment shall be given by the Company to
each holder of an Option which shall have been so adjusted and such adjustment
(whether or not such notice is given) shall be effective and binding for all
purposes of the Plan.
8. Securities Law Requirements. No Option granted pursuant to this Plan
shall be exercisable in whole or in part, nor shall the Company be obligated to
sell any shares of Common Stock subject to any such Option, if such exercise
and sale would, in the opinion of counsel for the Company, violate the 1933 Act
(or other Federal or State statutes having similar requirements), as it may be
in effect at that time. In this regard, the Committee may demand the
representations described in Section 6(b) and Section 6(j).
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<PAGE> 14
Each Option shall be subject to the further requirement that, if at
any time the Committee shall determine in its discretion that the listing or
qualification of the shares of Common Stock subject to such Option under any
securities exchange requirements or under any applicable law, or the consent or
approval of any governmental regulatory body, is necessary as a condition of,
or in connection with, the granting of such Option or the issue of shares
thereunder, such Option may not be exercised in whole or in part, unless such
listing, qualification, consent or approval shall have been affected or
obtained free of any conditions not acceptable to the Board of Directors.
No person who acquires shares of Common Stock under the Plan may,
during any period of time that such person is an affiliate of the Company
within the meaning of the rules and regulations of the Securities and Exchange
Commission under the 1933 Act, sell such shares of Common Stock, unless such
offer and sale is made (i) pursuant to an effective registration statement
under the 1933 Act, which is current and includes the shares to be sold, or
(ii) pursuant to an appropriate exemption from the registration requirement of
the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933
Act.
9. Amendment of the Plan.
The Board of Directors may amend the Plan at any time, except that
approval of the holders of a majority of the outstanding voting stock of the
Company is required for amendments which:
(i) decrease the minimum Option price for ISOs;
(ii) extend the term of the Plan beyond ten years;
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<PAGE> 15
(iii) extend the maximum terms of the Options granted hereunder
beyond ten years;
(iv) withdraw the administration of the Plan from the Committee
appointed pursuant to Section 3;
(v) change the class of eligible employees, officers, directors
and other Grantees; or
(vi) increase the aggregate number of shares of Common Stock
which may be issued pursuant to the provisions of the Plan.
Notwithstanding the foregoing, the Board of Directors may, without
the need for stockholders' approval, amend the Plan in any respect to qualify
ISOs as incentive stock options under Code Section 422.
10. No Obligation to Exercise Option. The granting of an Option shall
impose no obligation upon the Grantee (or upon a transferee of a Grantee) to
exercise such Option.
11. No Limitation on Rights of the Company. The grant of any Option
shall not in any way affect the right or power of the Company to make
adjustments, reclassification, or changes in its capital or business structure
or to merge, consolidate, dissolve, liquidate or sell or transfer all or any
part of its business or assets.
12. Plan Not a Contract of Employment. The Plan is not a contract of
employment, and the terms of employment of any recipient of any award hereunder
shall not be affected in any way by the Plan or related instruments except as
specifically provided therein. The establishment of the Plan shall not be
construed as conferring any legal rights upon any recipient of any award
hereunder for a continuation of employment, nor shall it interfere with the
right of the Company or any subsidiary to discharge any recipient of any
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<PAGE> 16
award hereunder and to treat him or her without regard to the effect which such
treatment might have upon him or her as the recipient of any award hereunder.
13. Expenses of the Plan. All of the expenses of the Plan shall be paid
by the Company.
14. Compliance with Applicable Law. Notwithstanding anything herein to
the contrary, the Company shall not be obligated to cause to be issued or
delivered any certificates for shares of Common Stock pursuant to the exercise
of an Option, unless and until the Company is advised by its counsel that the
issuance and delivery of such certificates is in compliance with all applicable
laws, regulations of governmental authority and the requirements of any
exchange upon which shares of Common Stock are traded. The Company shall in no
event be obligated to register any securities pursuant to the 1933 Act (as now
in effect or as hereafter amended) or to take any other action in order to
cause the issuance and delivery of such certificates to comply with any such
law, regulation or requirement. The Committee may require, as a condition of
the issuance and delivery of such certificates and in order to ensure
compliance with such laws, regulations and requirements, that the recipient of
any award hereunder make such covenants, agreements and representations as the
Committee, in its sole discretion, deems necessary or desirable, including,
without limitation, a written representation from a stockholder that the stock
is being purchased for investment and not for distribution, acknowledging that
such shares have not been registered under the 1933 Act, as amended and
agreeing that such shares may not be sold or transferred unless there is an
effective Registration Statement for them under the
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<PAGE> 17
1933 Act, or, in the opinion of counsel to the Company, that such sale or
transfer is not in violation of the 1933 Act.
15. Effect Upon Other Compensation. Nothing contained herein shall
prevent the Company or any subsidiary from adopting other or additional
compensation arrangements for its employees or directors.
16. Grantee to Have No Rights as a Stockholder. No Grantee of any Option
shall have any rights as a stockholder with respect to any shares subject to
his or her Option prior to the date on which he or she is recorded as the
holder of such shares on the records of the Company. No Grantee of any Option
shall have the rights of a stockholder until he or she has paid in full the
Option price.
17. Notice. Notice to the Committee shall be deemed given if in writing
and mailed to the Secretary of the Company at its principal executive offices
by first class, certified mail at the then principal office of the Company.
18. Governing Law. Except to the extent preempted by Federal law, this
Plan and all Option agreements entered into pursuant thereto shall be construed
and enforced in accordance with, and governed by, the laws of the State of
Delaware, determined without regard to its conflict of interest rules.
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<PAGE> 18
IN WITNESS WHEREOF, Lear Seating Corporation has adopted the foregoing
Lear Seating Corporation 1994 Stock Option Plan as of April 6, 1994.
LEAR SEATING CORPORATION
By: _________________________
Its: _________________________
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<PAGE> 1
EXHIBIT 4.5
SEE REVERSE FOR LEGEND
COMMON STOCK COMMON STOCK
PAR VALUE $.01 PAR VALUE $.01
NUMBER SHARES
LEAR SEATING CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 521893 10 7
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Lear Seating Corporation, transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar.
In Witness Whereof, the Corporation has caused the facsimile signatures of its
duly authorized officers and the facsimile seal of the Corporation to be
affixed to this Certificate.
BY /s/ K. L. Way
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER DATED:
[SEAL]
BY /s/ Joseph McCarthy COUNTERSIGNED AND REGISTERIED:
SECRETARY THE BANK OF NEW YORK
TRANSFER AGENT
AND REGISTRAR
000502808 AUTHORIZED SIGNATURE
<PAGE> 2
LEAR SEATING CORPORATION
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF WHICH IT IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST
MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE CORPORATION.
The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
UNIF GIFT MIN ACT- ________ Custodian ________
(Cust) (Minor)
Under Uniform Gifts to Minors
Act- _______________________
(State)
TEN COM - as tenants in common UNIF GIFT MIN ACT- ________ Custodian ________
TEN ENT - as tenants by the (Cust) (Minor)
entireties
JT TEN - as joint tenants with Under Uniform Transfers to Minors
the right of survivorship Act- _______________________
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above list.
For value received,________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
| |
| |
___________________________________________________________________________
___________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
___________________________________________________________________________
____________________________________________________________________ shares
of the stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
__________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ____________________
___________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THOSE SHARES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR AN OPINION OF THE COMPANY'S
COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
SIGNATURE(S) GUARANTEED:________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION BANKS, STOCK-
BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO
S.E.C. RULE 17Ad-15.
THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AS SET FORTH IN THE AMENDED AND RESTATED STOCKHOLDERS
AND REGISTRATION RIGHTS AGREEMENT, DATED AS OF SEPTEMBER 27, 1991, AS AMENDED,
COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.
NO REGISTRATION OF TRANSFER OF SUCH SECURITIES SHALL BE MADE ON THE BOOKS OF
THE ISSUER UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH.
<PAGE> 1
Exhibit 5
September __, 1994
Lear Seating Corporation
21557 Telegraph Road
Southfield, MI 48034
Re: Registration Statement on Form S-8 of Lear Seating
Corporation (the "Registration Statement")
Gentlemen:
We have acted as special counsel for Lear Seating Corporation, a
Delaware corporation (the "Company"), in connection with the registration on
Form S-8 of the offer and sale of up to 4,619,815 shares (the "Shares") of the
Company's Common Stock, par value $.01 per share ("Common Stock"), issuable
upon exercise of certain stock options ("Options"). Of the Shares (i) up to
2,080,815 shares may be issued pursuant to those certain Stock Option
Agreements dated September 29, 1988 between the Company and certain management
investors (collectively, the "1988 Stock Option Plan"), (ii) up to 1,914,000
shares may be issued pursuant to the Lear Seating Corporation 1992 Stock Option
Plan (the "1992 Stock Options Plan") and (iii) up to 625,000 shares may be
issued pursuant to the Lear Seating Corporation 1994 Stock Option Plan (the
"1994 Stock Option Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement, as filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended;
(ii) the Restated Certificate of Incorporation of the Company, as currently in
effect; (iii) the Amended and Restated By-laws of the Company, as currently in
effect (the "By-laws"); and (iv) resolutions of the Board of Directors of the
Company relating to, among other things, the issuance and sale of the Common
Stock and the filing of the Registration Statement. We have also examined such
other documents as we have deemed necessary or appropriate as a basis for the
opinion set forth below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as certified or photostatic copies, and the authenticity of the
originals of such latter documents. We have also assumed that the Company's
Board of Directors, or a duly authorized committee thereof, will have approved
the issuance of each Option prior to the issuance thereof. As to any facts
material to this opinion which we did not independently establish or verify, we
have relied upon oral or written statements and representations of officers and
other representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that:
All Shares issued pursuant to the 1988 Stock Option Plan, the 1992 Stock
Option Plan and the 1994 Stock Option Plan will be, upon payment of the
specified exercise price therefor, legally issued, fully paid and nonassessable
shares of Common Stock of the Company.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. In giving such consent, we do not
concede that we are experts within the meaning of the Act or the rules and
regulations thereunder or that this consent is required by Section 7 of the
Act.
Very truly yours,
Winston & Strawn
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 10, 1994
(except with respect to the matters discussed in Note 18, as to which the date
is March 2, 1994) included in Lear Seating Corporation's Form S-1 (File No.
33-52565) filed on March 8, 1994, as amended on April 1, 1994 and April 6,
1994, and to all references to our firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
DETROIT, MICHIGAN
OCTOBER 4, 1994
<PAGE> 1
EXHIBIT 23.2
[Coopers & Lybrand letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 (dated October 5, 1994), of our report, dated November 18, 1993, which
includes an explanatory paragraph concerning a change in accounting principle
and a subsequent event, on our audits of the financial statements of The North
American Business (an operating component of Ford Motor Company) as of
September 30, 1993 and December 31, 1992, and for the nine months ended
September 30, 1993 and the years ended December 31, 1992 and 1991.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Detroit, Michigan
October 4 ,1994
