<PAGE> 1
AS FILED WITH THE COMMISSION ON AUGUST 23, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
LEAR CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-3386776
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
21557 TELEGRAPH ROAD 48086-5008
SOUTHFIELD, MICHIGAN (zip code)
(Address of principal executive offices)
LEAR OPERATIONS CORPORATION AUTOMOTIVE INDUSTRIES MANUFACTURING INC.
401(K) PLAN FOR HOURLY 401(K) PLAN FOR HOURLY
Employees of the Louisville Plant Employees of the Huron Plant
(Full title of the plans)
</TABLE>
------------------------------
JAMES H. VANDENBERGHE
EXECUTIVE VICE PRESIDENT
LEAR CORPORATION
21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48086-5008
(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 and Exchange Commission, and sales of the registered
securities to participants in the 401(k) plans listed above will be effected
pursuant to purchases in the open market.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
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>
Common Stock, $.01 par
value....................... 150,000 shares $37.5625 $5,634,375 $1,942.89
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</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 August 22, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
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 (the "Securities Act"). 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.
I-1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Lear Corporation (the "Company"), Lear Operations Corporation 401(k) Plan
for Hourly Employees of the Louisville Plant (the "Louisville Plan") and
Automotive Industries Manufacturing Inc. 401(k) Plan for Hourly Employees of the
Huron Plant (the "Huron Plan"; and together with the Louisville Plan, the
"Plans") hereby incorporate the following documents herein by reference:
(a) The Company's Annual Report on Form 10-K for year ended December 31,
1995;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
30, 1996;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended June
29, 1996;
(d) The Company's Current Report on Form 8-K dated May 22, 1996;
(e) The Company's Current Report on Form 8-K dated June 27, 1996;
(f) All other reports filed by the Company 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 December 31, 1995; and
(g) The description of the Company's Common Stock, $.01 par value,
contained in the Company's registration statement on Form 8-A, as amended by
Amendment No. 1 on Form 8-A/A filed on April 5, 1994, including any subsequent
amendment or any report or other filing with the Securities and Exchange
Commission (the "SEC") updating such description.
In addition, all documents subsequently filed by the Company 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
The Company is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law, as amended (the "GCL"), which provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at its request in such capacity of another corporation or
business organization against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in
II-1
<PAGE> 4
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. A Delaware corporation may indemnify officers and
directors in any action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) that such officer or director
actually and reasonably incurred.
Reference is also made to Section 102(b)(7) of the GCL, which permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL or (iv) for any transaction from which the director
derived an improper personal benefit.
The certificate of incorporation of the Company provides for the
elimination of personal liability of a director for breach of fiduciary duty as
permitted by Section 102(b)(7) of the GCL and the by-laws of the Company provide
that the Company shall indemnify its directors and officers to the full extent
permitted by Section 145 of the GCL.
The Company has directors and officers liability insurance that insures the
directors and officers of the Company against certain liabilities. In addition,
Lehman Brothers Inc. has agreed to indemnify David P. Spalding, James A. Stern
and Alan H. Washkowitz, each being a director of the Company and an officer or
former officer of Lehman Brothers Inc., in connection with their service as
directors of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 Form of certificate for the Company's Common Stock, par value $.01 per
share (filed as Exhibit 4.5 to the Company'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 Price Waterhouse LLP
24.1 Powers of Attorney (included on the signature page hereof)
The undersigned Company 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.
II-2
<PAGE> 5
ITEM 9. UNDERTAKINGS
(a) The undersigned Company 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 Company 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 Company hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the 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
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 23rd day of August, 1996.
LEAR 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ----------------------------------- ----------------
<C> <S> <C>
/s/ KENNETH L. WAY Chairman of the Board and Chief August 23, 1996
- ---------------------------------------- Executive Officer (Principal
Kenneth L. Way Executive Officer)
/s/ ROBERT E. ROSSITER Director, President and Chief August 23, 1996
- ---------------------------------------- Operating Officer
Robert E. Rossiter
/s/ JAMES H. VANDENBERGHE Director, Executive Vice President August 23, 1996
- ---------------------------------------- and Chief Financial Officer
James H. Vandenberghe (Principal Financial and Principal
Accounting Officer)
Director August , 1996
- ----------------------------------------
Larry W. McCurdy
/s/ GIAN ANDREA BOTTA Director August 23, 1996
- ----------------------------------------
Gian Andrea Botta
</TABLE>
II-4
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ----------------------------------- ----------------
<C> <S> <C>
/s/ ROBERT W. SHOWER Director August 23, 1996
- ----------------------------------------
Robert W. Shower
/s/ DAVID P. SPALDING Director August 23, 1996
- ----------------------------------------
David P. Spalding
/s/ JAMES A. STERN Director August 23, 1996
- ----------------------------------------
James A. Stern
Director August , 1996
- ----------------------------------------
Alan H. Washkowitz
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 August 23,
1996.
LEAR OPERATIONS CORPORATION
401(k) PLAN FOR HOURLY
EMPLOYEES OF THE LOUISVILLE PLANT
By: Lear Corporation, as Plan
Administrator
By: /s/ ROGER ALAN JACKSON
-------------------------------------
Name: Roger Alan Jackson
Title: Senior Vice President -- Human
Resources and Corporate
Relations
AUTOMOTIVE INDUSTRIES
MANUFACTURING INC. 401(K) PLAN FOR
HOURLY EMPLOYEES OF THE HURON PLANT
By: Lear Corporation, as Plan
Administrator
By: /s/ ROGER ALAN JACKSON
-------------------------------------
Name: Roger Alan Jackson
Title: Senior Vice President -- Human
Resources and Corporate
Relations
II-5
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ------------------------------------------------------------------------------------
<S> <C>
4.1 Form of certificate for the Company's Common Stock, par value $.01 per share (filed
as Exhibit 4.5 to the Company'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 Price Waterhouse LLP
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 report dated February 6, 1996
included in Lear Corporation's (formerly known as Lear Seating Corporation)
Form 10-K for the year ended December 31, 1995, and to all references to our
firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Detroit, Michigan
August 21, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Lear Corporation
(formerly known as Lear Seating Corporation) Registration Statement on Form S-8
of our report dated August 8, 1995, relating to the consolidated financial
statements of Masland Corporation as of June 30, 1995 and July 1, 1994 and for
the three years in the period ended June 30, 1995, which appears on page 3 of
Lear Corporation's Form 8-K dated June 27, 1996.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Philadelphia, PA
August 20, 1996
