<PAGE> 1
As filed with the Securities and Exchange
Commission on June 24, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------------
AUTOCAM CORPORATION
(Exact name of issuer as specified in its charter)
Michigan 38-2790152
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) No.)
4070 East Paris Avenue, Kentwood, Michigan 49512
(Address of Principal Executive Offices) (Zip Code)
1991 INCENTIVE STOCK OPTION PLAN
(Full title of the plans)
John C. Kennedy
President and Chief Executive Officer
Autocam Corporation
4070 East Paris Avenue
Kentwood, Michigan 49512
(Name and Address of agent for service)
Telephone number, including area code, of agent for service:
616/698-0707
Copies of Communications to:
Stuart F. Cheney
Dickinson Wright PLLC
200 Ottawa Avenue, N.W.
Suite 900
Grand Rapids, Michigan 49503
Approximate date of proposed public offering:
As soon as practicable after the effective date of this Registration Statement
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Amount of
Title of Securities Amount to be Offering Price Maximum Aggregate Registration
to be Registered Registered Per Share (1) Offering Price (1) Fee
- - --------------------------------------------------------------------------------------------------------------------------------
$ 4,286.72
Common Stock, 750,000 shares $ 19.375 $ 14,531,250 $ (2,043.10)(2)
------------
without par value $ 2,243.62
- - --------------------------------------------------------------------------------------------------------------------------------
(1) Based upon the market price on June 22, 1998.
(2) Previously paid.
- - --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
EARLIER REGISTRATION STATEMENT
<PAGE> 2
The contents of Registration Statement No. 33-72816 filed
December 10, 1993 are fully incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C> <C>
5 and 23(a) Opinion and consent of Dickinson Wright PLLC
23(b) Consent of Deloitte & Touche
24 Power of Attorney (contained at page 2, the signature page)
</TABLE>
1
<PAGE> 3
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 Amendment
No. 1 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Kentwood and State of Michigan on
June 23, 1998.
AUTOCAM CORPORATION
By: /s/ John C. Kennedy
--------------------------------
John C. Kennedy, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints John C. Kennedy, Warren Veltman and
Stuart F. Cheney, or any one of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, including post effective amendments, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, or any one of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any one of them, or their or his substitute or
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 or amendment thereto has been signed below by the
following persons in the capacities indicated on June 23, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ John C. Kennedy President and Chief Executive Officer
- - -------------------------- (Principal Executive Officer) and Director
John C. Kennedy
/s/ Warren A. Veltman Secretary, Treasurer and Director
- - -------------------------- (Principal Financial and Accounting Officer)
Warren A. Veltman
/s/ Kenneth K. Rieth Director
- - --------------------------
Kenneth K. Rieth
</TABLE>
2
<PAGE> 4
/s/ David J. Wagner
- - -------------------------- Director
David J. Wagner
/s/ Robert L. Hooker
- - -------------------------- Director
Robert L. Hooker
- - -------------------------- Director
Kim Korth
/s/ Marc J. Bissell
- - -------------------------- Director
Marc J. Bissell
3
<PAGE> 5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- - ----------- -----------
Exhibit 5 Opinion of Dickinson Wright PLLC
Exhibit 23(a) Consent of Dickinson Wright PLLC
Exhibit 23(b) Consent of Deloitte & Touche
4
<PAGE> 1
[DICKINSON WRIGHT PLLC LETTERHEAD]
June 23, 1998
EXHIBIT 5
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Autocam Corporation
1991 Incentive Stock Option Plan
Registration Statement on Form S-8
Gentlemen:
As counsel for Autocam Corporation, a Michigan corporation (the
"Corporation"), we are familiar with the corporate affairs of the corporation
and particularly with the corporate proceedings relating to the establishment of
the Corporation's 1991 Incentive Stock Option Plan, as amended (herein called
the "Plan").
The Plan and amendments increasing the shares available under it have
been duly and legally adopted by the Board of Directors of the Corporation and
approved by the stockholders of the corporation.
Based upon the above, we are of the opinion that:
1. The Corporation duly and validly has adopted and established
the Plan taking all necessary corporate action for that
purpose.
2. The shares of Common Stock of the Corporation covered by the
Plan have been duly authorized and when issued pursuant to the
Plan will be validly issued, fully paid and non-assessable and
no personal liability will attach to the holders thereof.
3. The Plan is not subject to the Employee Retirement Income
Security Act of 1974, as amended.
We hereby consent to the use of this opinion as part of (Exhibits 5 &
23) Amendment No. 1 to the Registration Statement on Form S-8 which is being
filed by the corporation with the Securities and Exchange Commission with
respect to the Plan.
Very truly yours,
DICKINSON WRIGHT PLLC
5
<PAGE> 1
[DICKINSON WRIGHT PLLC LETTERHEAD]
June 23, 1998
EXHIBIT 23(a)
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Autocam Corporation
1991 Incentive Stock Option Plan
Registration Statement on Form S-8
Gentlemen:
As counsel for Autocam Corporation, a Michigan corporation (the
"Corporation"), we are familiar with the corporate affairs of the corporation
and particularly with the corporate proceedings relating to the establishment of
the Corporation's 1991 Incentive Stock Option Plan, as amended (herein called
the "Plan").
The Plan and amendments increasing the shares available under it have
been duly and legally adopted by the Board of Directors of the Corporation and
approved by the stockholders of the corporation.
Based upon the above, we are of the opinion that:
1. The Corporation duly and validly has adopted and established
the Plan taking all necessary corporate action for that
purpose.
2. The shares of Common Stock of the Corporation covered by the
Plan have been duly authorized and when issued pursuant to the
Plan will be validly issued, fully paid and non-assessable and
no personal liability will attach to the holders thereof.
3. The Plan is not subject to the Employee Retirement Income
Security Act of 1974, as amended.
We hereby consent to the use of this opinion as part of (Exhibits 5 &
23) Amendment No. 1 to the Registration Statement on Form S-8 which is being
filed by the corporation with the Securities and Exchange Commission with
respect to the Plan.
Very truly yours,
DICKINSON WRIGHT PLLC
6
<PAGE> 1
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Autocam Corporation on Form S-8 of our reports dated August 4, 1997, appearing
in the Annual Report on Form 10-K of Autocam Corporation for the year ended
June 30, 1997.
DELOITTE & TOUCHE
Grand Rapids, Michigan
June 23, 1998
7
