<PAGE> 1
AS FILED WITH THE COMMISSION ON MAY 17, 1999
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)
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 Corporation Long-Term Stock Incentive Plan
(Full title of the Plan)
-----------------------------------------------------------
Joseph F. McCarthy
Vice President, Secretary and General Counsel
Lear Corporation
21557 Telegraph Road
Southfield, Michigan 48086-5008
-------------------------------
(Name and address of agent for service)
(248) 447-1500
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED (1) REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 3,300,000 shares $52.00 $171,600,000.00 $50,622.00
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a), this Registration Statement shall be deemed to
cover any additional shares of Lear Corporation common stock, par value
$.01 ("Common Stock"), which may be issuable to the Lear Corporation
Long-Term Stock Incentive Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) on the basis of the average high and low prices reported for
shares of Common Stock on the New York Stock Exchange Composite Tape on May
12, 1999, which was $52.00.
<PAGE> 2
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration
Statement registers and additional 3,300,000 shares of common stock, par value
$.01 of Lear Corporation that many be awarded under the Company's Long-Term
Stock Incentive Plan, as amended.
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 as file on
November 19, 1996, Registration Statement No. 333-16413, as the same may be
hereafter amended, is incorporated by reference into this Registration
Statement.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Winston & Strawn as to the legality of the
securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Winston & Strawn (included in their opinion filed
as Exhibit 5.1)
24.1 Powers of Attorney (included on the signature page hereof)
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 13th day of May, 1999.
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 SEC,
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, 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 May 13, 1999
- ---------------------------------------- Chief Executive Officer
Kenneth L. Way (Principal Executive Officer)
/s/ Robert E. Rossiter Director, President and Chief May 13, 1999
- ---------------------------------------- Operating Officer
Robert E. Rossiter
/s/ James H. Vandenberghe
- ---------------------------------------- Director, Vice Chairman of the May 13, 1999
James H. Vandenberghe Board
/s/ Donald J. Stebbins
- ---------------------------------------- Senior Vice President and Chief May 13, 1999
Donald J. Stebbins Financial Officer (Principal
Financial and Principal
Accounting Officer)
/s/ David Bing Director May 13, 1999
- ----------------------------------------
David Bing
/s/ Gian Andrea Botta
- ---------------------------------------- Director May 13, 1999
Gian Andrea Botta
/s/ Irma B. Elder
- ---------------------------------------- Director May 13, 1999
Irma B. Elder
/s/ Larry W. McCurdy
- ---------------------------------------- Director May 13, 1999
Larry W. McCurdy
/s/ Roy E. Parrott Director May 13, 1999
- ----------------------------------------
Roy E. Parrott
/s/ Robert W. Shower Director May 13, 1999
- ----------------------------------------
Robert W. Shower
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ David P. Spalding
- --------------------------------------- Director May 13, 1999
David P. Spalding
/s/ James A. Stern
- -------------------------------------- Director May 13, 1999
James A. Stern
</TABLE>
<PAGE> 5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Winston & Strawn as to the legality of the
securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Winston & Strawn (included in their
opinion filed as Exhibit 5.1)
24.1 Powers of Attorney (included on the signature page
hereof)
<PAGE> 1
EXHIBIT 5.1
May 14, 1999
Lear Corporation
21557 Telegraph Road
Southfield, MI 48034
Re: Registration Statement on Form S-8 of Lear
Corporation (the "Registration Statement")
Ladies and Gentlemen:
We have acted as special counsel for Lear Corporation, a
Delaware corporation (the "Company"), in connection with the registration on
Form S-8 of the offer and sale of up to 3,300,000 shares of the Company's Common
Stock, par value $.01 per share ("Common Stock"), issuable pursuant to the grant
of certain restricted stock unit and other awards or upon exercise of certain
stock options (collectively, the "Plan Awards") that may be issued pursuant to
the Lear Corporation Long-Term Stock Incentive Plan, as amended (the "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 Act; (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; (iv) the
Plan; and (v) resolutions of the Board of Directors of the Company relating to,
among other things, the reservation of issuance of the Common Stock, the filing
of the Registration Statement and the approval of the Plan. 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 Plan Award 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.
<PAGE> 2
Lear Corporation
May 14, 1999
Page 2
Based upon and subject to the foregoing, we are of the opinion
that all shares of Common Stock issued pursuant to the Plan will be, upon
exercise or grant of Plan Awards in accordance with the terms of the Plan and,
if applicable, payment of the specified exercise price therefor and/or the
expiration of the specified vesting, restricted or performance period, legally
issued, fully paid and non-assessable shares of Common Stock.
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,
/s/ 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 report dated January 29, 1999
included in Lear Corporation's Form 10-K for the year ended December 31, 1998,
and to all references to our firm included in this registration statement.
Arthur Andersen LLP
Detroit, Michigan
May 12, 1999
