<PAGE> 1
AS FILED WITH THE COMMISSION ON JANUARY 11, 1995
REGISTRATION NO. 33-
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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)
<TABLE>
<S> <C> <C>
DELAWARE 13-3386776
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
------------------
21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48034
(Address of principal executive (zip code)
offices)
LEAR PLASTICS CORPORATION LEAR SEATING CORPORATION LEAR SEATING CORPORATION
401(K) PLAN FOR HOURLY EMPLOYEES 401(K) PLAN 401(K) PLAN FOR HOURLY
EMPLOYEES OF THE FENTON PLANT
LEAR SEATING CORPORATION LEAR SEATING CORPORATION
401(K) PLAN FOR HOURLY 401(K) PLAN FOR HOURLY
EMPLOYEES OF THE DETROIT PLANT EMPLOYEES OF THE ROMULUS II
PLANT
(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)
This Registration Statement shall become effective immediately upon filing
with the Securities Exchange Commission, and sales of the registered securities
to participants in the various 401(k) plans listed above will be effected
pursuant to purchases in the open market.
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED(1) REGISTERED(1) PER SHARE(2) PRICE(2) FEE
<S> <C> <C> <C> <C>
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Common Stock, $.01 par value....... 750,000 shares $18.9375 $14,203,125 $4,897.63
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
for the purpose of calculating the amount of the registration fee based upon
the average of the high and low sales prices reported for shares of the
Common Stock on the New York Stock Exchange on January 5, 1995, which was
$18.9375.
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PART I.
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
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PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Lear Seating Corporation (the "Registrant") and Lear Seating Corporation
401(k) Plan, Lear Plastics Corporation 401(k) Plan for Hourly Employees, Lear
Seating Corporation 401(k) Plan for Hourly Employees of the Fenton Plant, Lear
Seating Corporation 401(k) Plan for Hourly Employees of the Detroit Plant and
Lear Seating Corporation 401(k) Plan for Hourly Employees of the Romulus II
Plant (collectively, the "Plans") hereby incorporate 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) The annual reports on Form 11-K of Lear Seating Corporation 401(k)
Plan, Lear Plastics Corporation 401(k) Plan for Hourly Employees and Lear
Seating Corporation 401(k) Plan for Hourly Employees of the Fenton Plant,
for the fiscal year ended December 31, 1993;
(c) All other reports filed by the Registrant and the Plans 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
(d) 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 filed on April 1, 1994, as
amended by Amendment No. 1 on Form 8A/A filed on April 5, 1994, including
any subsequent amendment or any report or other filing with the Commission
updating such description.
In addition, all documents subsequently filed by the Registrant and the
Plans 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
II-1
<PAGE> 4
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 the
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 maintains 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.
ITEM 8. EXHIBITS
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<S> <C>
4.1 Form of certificate for the Registrant's Common Stock, par value $.01 per share (filed
as Exhibit 4.5 to the Registrant's Registration Statement on Form S-8 (No. 33-55783)
and incorporated herein by reference)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Arthur Andersen LLP (401(k) Plans).
24.1 Powers of Attorney (included on the signature page hereof)
</TABLE>
The undersigned Registrant hereby undertakes that it will submit or has
submitted the Plans and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plans under Section 401 of the Internal Revenue Code
of 1986, as amended.
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<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 this 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 this Registration Statement
or any material change to such information in this 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
this 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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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.
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<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 11th day of January,
1995.
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.
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SIGNATURE TITLE DATE
------------------------------------------ ------------------------------ ----------------
<C> <S> <C>
/s/ KENNETH L. WAY Chairman of the Board and January 11, 1995
------------------------------------------ Chief Executive Officer
Kenneth L. Way
/s/ ROBERT E. ROSSITER Director, President and January 11, 1995
------------------------------------------ Chief Operating Officer
Robert E. Rossiter
/s/ JAMES H. VANDENBERGHE Executive Vice President and January 11, 1995
------------------------------------------ Chief Financial Officer
James H. Vandenberghe (Principal Financial and
Principal Accounting Officer)
/s/ LARRY W. MCCURDY Director January 11, 1995
------------------------------------------
Larry W. McCurdy
/s/ GIAN ANDREA BOTTA Director January 11, 1995
------------------------------------------
Gian Andrea Botta
Director
------------------------------------------
Eliot Fried
/s/ ROBERT W. SHOWER Director January 11, 1995
------------------------------------------
Robert W. Shower
/s/ JEFFREY P. HUGHES Director January 11, 1995
------------------------------------------
Jeffrey P. Hughes
/s/ DAVID P. SPALDING Director January 11, 1995
------------------------------------------
David P. Spalding
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------------------ ------------------------------ ----------------
<C> <S> <C>
/s/ JAMES A. STERN Director January 11, 1995
------------------------------------------
James A. Stern
/s/ ALAN WASHKOWITZ Director January 11, 1995
------------------------------------------
Alan Washkowitz
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the undersigned
(or other persons who administer the Plans) have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized in the City of Southfield, Michigan on January 11, 1995.
LEAR SEATING CORPORATION
401(k) PLAN
By: Lear Seating Corporation, as Plan
Administrator
By: /s/ WILLIAM A. LUDWIG
--------------------------------------
Name: William A. Ludwig
Title: Vice President-Human
Resources
LEAR PLASTICS CORPORATION
401(k) PLAN FOR HOURLY EMPLOYEES
By: Lear Plastics Corp., as Plan
Administrator
By: /s/ JAMES H. VANDENBERGHE
--------------------------------------
Name: James H. Vandenberghe
Title: Vice President & Secretary
LEAR SEATING CORPORATION
401(k) PLAN FOR HOURLY
EMPLOYEES OF THE FENTON PLANT
By: Lear Seating Corporation, as Plan
Administrator
By: /s/ WILLIAM A. LUDWIG
--------------------------------------
Name: William A. Ludwig
Title: Vice President-Human
Resources
LEAR SEATING CORPORATION
401(k) PLAN FOR HOURLY
EMPLOYEES OF THE DETROIT PLANT
By: Lear Seating Corporation, as Plan
Administrator
By: /s/ WILLIAM A. LUDWIG
--------------------------------------
Name: William A. Ludwig
Title: Vice President-Human
Resources
LEAR SEATING CORPORATION
401(k) PLAN FOR HOURLY
EMPLOYEES OF THE ROMULUS II PLANT
By: Lear Seating Corporation, as Plan
Administrator
By: /s/ WILLIAM A. LUDWIG
--------------------------------------
Name: William A. Ludwig
Title: Vice President-Human
Resources
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<PAGE> 8
EXHIBIT INDEX
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SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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<S> <C> <C>
4.1 Form of certificate for the Registrant's Common Stock, par value $.01 per
share
(filed as Exhibit 4.5 to the Registrant's Registration Statement on Form
S-8 (No. 33-55783) and incorporated herein by reference)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Arthur Andersen LLP (401(k) Plans).
24.1 Powers of Attorney (included on the signature page hereof)
</TABLE>
<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.
ARTHUR ANDERSEN LLP
Detroit, Michigan
December 21, 1994
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 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.
COOPERS & LYBRAND L.L.P.
Detroit, Michigan
December 22, 1994
<PAGE> 1
EXHIBIT 23.3
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 May 25, 1994
included in the Forms 11-K for the year ended December 31, 1993 of the Lear
Seating Corporation 401(k) Plan, the Lear Plastics Corporation 401(k) Plan for
Hourly Employees, and the Lear Seating Corporation 401(k) Plan for Hourly
Employees of the Fenton Plant, and to all references to our firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Detroit, Michigan
December 21, 1994
