SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HAYES WHEELS INTERNATIONAL, INC
(Exact name of registrant as specified in its charter)
Delaware 13-3384636
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
38481 Huron River Drive
Romulus, Michigan 48174
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
Reference is made to the information contained under
the heading "Description of Capital Stock" beginning on page 86
of the Joint Proxy Statement/Prospectus of Hayes Wheels Interna-
tional, Inc. and MWC Holdings, Inc., dated May 31, 1996, con-
tained in the Registration Statement on Form S-4 (File No. 333-
04909), effective on May 31, 1996 (the "Registration Statement")
filed by Hayes Wheels International, Inc. with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
on such date and such description is incorporated herein by
reference and made a part hereof.
ITEM 2. EXHIBITS.
I. (a) Specimen Common Stock Certificate
(b) *Restated Certificate of Incorporation
of Hayes Wheels International, Inc.
(c) *Amended and Restated By-laws of Hayes
Wheels International, Inc. (incorporated
by reference to Exhibit 3.2(b) to the
Registration Statement)
______________________________
* The Restated Certificate of Incorporation and the Amended and
Restated By-laws will become effective in connection with the
consummation of the Merger (as defined in the Joint Proxy
Statement/Prospectus).
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, hereunto duly authorized.
HAYES WHEELS INTERNATIONAL,
INC.
By: /s/ William D. Shovers
William D. Shovers
Chief Financial Officer
Dated: June 28, 1996
EXHIBIT INDEX
Paper (P)
or
Exhibit No. Description Electronic (E)
(a) Specimen Common Stock E
Certificate
(b) *Restated Certificate of
Incorporation E
(c) *Amended and Restated By- E
laws of Hayes Wheels International,
Inc. (incorporated by reference
to Exhibit 3.2(b) to the
Registration Statement)
______________________________
* The Restated Certificate of Incorporation and the Amended and
Restated By-laws will become effective in connection with the
consummation of the Merger (as defined in the Joint Proxy
Statement/Prospectus).
EXHIBIT (A)
NC
COMMON STOCK COMMON STOCK
THIS CERTIFICATE IS INCORPORATED UNDER THE LAWS
TRANSFERABLE IN NEW YORK OF THE STATE OF DELAWARE
HAYES WHEELS INTERNATIONAL, INC.
This Certifies that CUSIP 421124 10 8 SEE REVERSE
FOR CERTAIN
DEFINITIONS
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR
VALUE $.01 PER SHARE, OF
Hayes Wheel International, Inc., 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. The shares represented
hereby are issued and shall be held subject to all of the
provisions of the Certificate of Incorporation of the
Corporation and all amendments thereof (copies of which
are on file at the office of the Corporation and with the
Transfer Agent) which are made a part hereof with the
same force and effect as if they were set forth herein,
to all of which the holder by acceptance hereof, assents.
This Certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar.
In Witness Whereof, the said Corporation has caused
the facsimile signatures of its duly authorized officers
and the facsimile of its corporate seal to be hereunto
affixed.
Dated
/s/ Daniel M. Sandberg /s/ Ranko Cucuz
Secretary President
HAYES WHEELS INTERNATIONAL, INC.
The Corporation will furnish to any stockholder upon
request and without charge, a full statement of the
designation, relative rights, preferences and limitations
of the shares of each class authorized to be issued, and
to the extent that the Corporation is or hereafter may be
authorized to issue any class of shares in series, the
designation, relative rights, preferences and limitations
of each series so far as the same have been prescribed,
and the authority of the Board of Directors to designate
and prescribe the relative rights, preferences and limi-
tations of other series.
The following abbreviations, when used in the in-
scription on the face of this certificate, shall be
construed as though they were written out in full accord-
ing to applicable laws ore regulations;
TEN COM - as tenants in common UNIF GIFT MIN ACT - ___Custodian___
TEN ENT - as tenants by the (Cust.) (Minor)
entireties under Uniform Gifts
JT TEN - as joint tenants with to Minors Act________
right of survivorship ( )
and not as tenants
in 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 ON OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
__________________________________________________________
(PLEASE 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 same on the books of the within-named
Corporation, with full power of substitution in the premises.
Dated________________________
__________________________________________
NOTICE: The signature to this assignemnt
must correspond with the name as
written up[on the face of the
certificate in every particu-
lar, without alternation or
enlargement or any change what-
ever.
EXHIBIT (B)
RESTATED
CERTIFICATE OF INCORPORATION
OF
HAYES WHEELS INTERNATIONAL, INC.
FIRST: The name of the Corporation is HAYES
WHEELS INTERNATIONAL, INC. (hereinafter the "Corpora-
tion").
SECOND: The address of the registered office
of the Corporation in the State of Delaware is 1209
Orange Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at that address
is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to
engage in any lawful act or activity for which a corpora-
tion may be organized under the General Corporation Law
of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").
FOURTH: The total number of shares of stock
which the Corporation shall have authority to issue is
ninety-nine million (99,000,000) shares of Common Stock,
each having a par value of one cent ($.01), one million
(1,000,000) shares of Nonvoting Common Stock, each having
a par value of one cent ($.01) and twenty-five million
(25,000,000) shares of Preferred Stock, each having a par
value of one cent ($.01).
The Board of Directors is expressly authorized
to provide for the issuance of all or any shares of the
Preferred Stock in one or more classes or series, and to
fix for each such class or series such voting powers,
full or limited, or no voting powers, and such distinc-
tive designations, preferences and relative, participat-
ing, optional or other special rights and such qualifica-
tions, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions
adopted by the Board of Directors providing for the
issuance of such class or series and as may be permitted
by the GCL, including, without limitation, the authority
to provide that any such class or series may be (i)
subject to redemption at such time or times and at such
price or prices; (ii) entitled to receive dividends
(which may be cumulative or non-cumulative) at such
rates, on such conditions, and at such times, and payable
in preference to, or in such relation to, the dividends
payable on any other class or classes or any other se-
ries; (iii) entitled to such rights upon the dissolution
of, or upon any distribution of the assets of, the Corpo-
ration; or (iv) convertible into, or exchangeable for,
shares of any other class or classes of stock, or of any
other series of the same or any other class or classes of
stock, of the Corporation at such price or prices or at
such rates of exchange and with such adjustments; all as
may be stated in such resolution or resolutions.
The following is a statement of the designa-
tions and powers, preferences and rights, and qualifica-
tions, limitations and restrictions thereof, in respect
of the Common Stock and Nonvoting Common Stock of the
Corporation:
(1) Except as otherwise provided herein,
all shares of Common Stock and Nonvoting Common
Stock shall be identical and shall entitle the
holders thereof to the same rights and privi-
leges.
(2) Each holder of shares of Common Stock
shall be entitled to one vote for each share of
Common Stock on all matters. Except as other-
wise required by law, the holders of shares of
Nonvoting Common Stock shall have no vote on
any matter and shares of Nonvoting Common Stock
shall not be included in determining the number
of shares voting or entitled to vote on any
such matters.
(3) Subject to the rights of the holders
of Preferred Stock or any other class or series
of stock having a preference as to dividends
over the Common Stock and the Nonvoting Common
Stock then outstanding, the holders of Common
Stock and Nonvoting Common Stock shall be enti-
tled to receive, to the extent permitted by
law, and to share equally and ratably, share
for share, such dividends as may be declared
from time to time by the Board of Directors,
whether payable in cash, property or securities
of the Corporation; provided, however, that if
the dividends that are declared are payable in
shares of Common Stock or Nonvoting Common
Stock, such dividends shall be declared at the
same rate on each class of stock, and the divi-
dends payable to holders of Common Stock shall
be paid in shares of Common Stock and the divi-
dends payable to holders of Nonvoting Common
Stock shall be paid in shares of Nonvoting
Common Stock.
(4) In the event of the voluntary or
involuntary liquidation, dissolution, distribu-
tion of assets or other winding up of the Cor-
poration, after distribution in full of prefer-
ential amounts, if any, to be distributed to
the holders of shares of Preferred Stock or any
other class or series of stock having a prefer-
ence as to liquidating distributions over the
Common Stock and the Nonvoting Common Stock,
the holders of the Common Stock and the Nonvot-
ing Common Stock shall be entitled to share
equally and ratably, share for share, in all of
the remaining assets of the Corporation of
whatever kind available for distribution to
stockholders. A consolidation or merger of the
Corporation with and into any other corporation
or corporations shall not be deemed to be a
liquidation, dissolution or winding up of the
Corporation as those terms are used in this
Section.
(5) Each record holder of Nonvoting Com-
mon Stock is entitled at any time to convert
any or all of the shares of such holder's Non-
voting Common Stock into an equal number of
shares of Common Stock; provided, however, that
no holder of Nonvoting Common Stock is entitled
to convert any share or shares of Nonvoting
Common Stock to the extent that, as a result of
such conversion, such holder or its affiliates
would directly or indirectly own, control or
have power to vote or dispose of a greater
quantity of securities of any kind issued by
the Corporation than such holder and its affil-
iates are permitted to own, control or have
power to vote or dispose of under any law or
under regulation, order, rule or other require-
ment of any governmental authority at any time
applicable to such holder and its affiliates.
Each conversion of shares of Nonvoting
Common Stock, as herein described, will be
effected by the surrender of the certificate or
certificates representing the shares to be
converted at the principal office of the Corpo-
ration at any time during normal business
hours, together with a written notice by the
holder of such shares to be converted stating
that such holder desires to convert the shares,
or a stated number of the shares, represented
by such certificate or certificates into Common
Stock, that upon such conversion such holder
and its affiliates will not directly or indi-
rectly own, control or have the power to vote
or dispose of a greater quantity of securities
of any kind issued by the Corporation than such
holder and its affiliates are permitted to own,
control or have the power to vote or dispose of
under any applicable law, regulation, rule or
other governmental requirement for such holder
or its affiliate. Such conversion will be
deemed to have been effected as of the close of
business on the date on which such certificate
or certificates have been surrendered and such
notice has been received, and at such time the
rights of the holder of the converted stock as
such holder will cease and the person or per-
sons in whose name or names the certificate or
certificates for shares of Common Stock are to
be issued upon such conversion will be deemed
to have become the holder or holders of record
of the shares of Common Stock as are to be
represented thereby.
Promptly after such surrender and the
receipt of such written notice referred to
above the Corporation will issue and deliver,
in accordance with the surrendering holder's
instructions, (i) the certificate or certifi-
cates for the Common Stock issuable upon such
conversion and (ii) a certificate representing
any Nonvoting Common Stock which was represent-
ed by the certificate or certificates delivered
to the Corporation in connection with such
conversion but which was not converted.
The issuance of certificates for Common
Stock upon conversion of Nonvoting Common Stock
will be made without charge to the holders of
such shares for any issuance tax (except stock
transfer taxes) in respect thereof or other
cost incurred by the Corporation in connection
with such conversion and related issuance of
Common Stock.
For purposes of this Section, an "affili-
ate" of a holder is any person who controls, or
is controlled by or under common control with,
such holder, and includes any Bank Holding
Company with respect to which the holder would
be a "Subsidiary" within the meaning of the
Bank Holding Company Act of 1956, as amended.
(6) If the Corporation in any manner
subdivides or combines the outstanding shares
of Common Stock or Nonvoting Common Stock, the
outstanding shares of the other class of common
stock shall be proportionately subdivided or
combined.
(7) The Corporation shall not close its
books against the transfer of any shares of
Common Stock issued or issuable upon conversion
of Nonvoting Common Stock in any manner that
would interfere with the timely conversion of
such Nonvoting Common Stock.
FIFTH: The following provisions are inserted
for the management of the business and the conduct of the
affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corpora-
tion and of its directors and stockholders:
(1) The business and affairs of the Cor-
poration shall be managed by or under the di-
rection of the Board of Directors.
(2) The directors shall have concurrent
power with the stockholders to make, alter,
amend, change, add to or repeal the By-Laws of
the Corporation.
(3) The number of directors of the Corpo-
ration shall be as from time to time fixed by,
or in the manner provided in, the By-Laws of
the Corporation. Election of directors need
not be by written ballot unless the By-Laws so
provide.
(4) No director shall be personally lia-
ble to the Corporation or any of its stockhold-
ers for monetary damages for breach of fiducia-
ry duty as a director, except for liability (i)
for any breach of the director's duty of loyal-
ty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or
which involve intentional misconduct or a know-
ing violation of law, (iii) pursuant to Section
174 of the GCL or (iv) for any transaction from
which the director derived an improper personal
benefit. Any repeal or modification of this
Article FIFTH by the stockholders of the Corpo-
ration shall not adversely affect any right or
protection of a director of the Corporation
existing at the time of such repeal or modifi-
cation with respect to acts or omissions occur-
ring prior to such repeal or modification.
(5) In addition to the powers and author-
ity hereinbefore or by statute expressly con-
ferred upon them, the directors are hereby
empowered to exercise all such powers and do
all such acts and things as may be exercised or
done by the Corporation, subject, nevertheless,
to the provisions of the GCL, this Certificate
of Incorporation, and any By-Laws adopted by
the stockholders; provided, however, that no
By-Laws hereafter adopted by the stockholders
shall invalidate any prior act of the directors
which would have been valid if such By-Laws had
not been adopted.
SIXTH: Meetings of stockholders may be held
within or without the State of Delaware, as the By-Laws
may provide. The books of the Corporation may be kept
(subject to any provision contained in the GCL) outside
the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or
in the By-Laws of the Corporation.
SEVENTH: No stockholder action required to be
taken at any annual or special meeting of stockholders of
the Corporation may be taken without a meeting, and the
power of stockholders to consent in writing without a
meeting to the taking of any action is specifically
denied.
EIGHTH: From and commencing after the [1996]
annual meeting of stockholders, the Board of Directors
shall be divided into three classes, designated Class 1,
Class 2 and Class 3. Each class shall consist, as nearly
as may be possible, of one-third of the number of direc-
tors constituting the Board of Directors. The term of
office of the Class 1 Directors will first expire at the
first annual meeting of stockholders after their elec-
tion; the term of office of the Class 2 Directors will
first expire at the second annual meeting of stockholders
after their election; and the term of office of the Class
3 Directors will first expire at the third annual meeting
of stockholders after their election, and in each case
until their successors are duly elected and qualified.
At each annual meeting of stockholders after the initial
classification of Directors, successors to the class of
Directors whose terms expire at that annual meeting of
stockholders shall be elected by stockholders for a
three-year term and until their successors are duly
elected and qualified. Any Director elected to fill a
vacancy resulting from an increase in any class or from
the removal from office, death, disability, resignation
or disqualification of a Director or other cause shall
hold office for the remaining term of the class in which
such vacancy existed. Except as otherwise provided
herein, no decrease in the size of the Board of Directors
shall have the effect of removing or shortening the term
of any incumbent Director. Except as otherwise provided
herein, increases in the size of the Board of Directors
will be distributed among the classes so as to render the
classes as nearly equal in size as practicable. Whenever
the holders of shares of any series of Serial Preferred
Stock issued pursuant to the resolution or resolutions
adopted by a majority of the Board of Directors then in
office providing for the issue of shares of Serial Pre-
ferred Stock shall have the right, voting as a separate
class, to elect Directors, the election, term of office,
filling of vacancies and other terms of such director-
ships shall be governed by the terms of such resolution
or resolutions, as the case may be, and such director-
ships shall not be divided into serial classes or other-
wise subject to this Article EIGHTH unless expressly so
provided therein.
NINTH: The By-Laws may be altered, amended or
repealed, in whole or in part, or new By-Laws may be
adopted by the stockholders or by the Board of Directors,
provided, however, that notice of such alteration, amend-
ment, repeal or adoption of new By-Laws be contained in
the notice of such meeting of stockholders or Board of
Directors as the case may be. All such alterations,
amendments or repeals must be approved by an affirmative
vote of the holders of at least two-thirds of the out-
standing shares of capital stock entitled to vote thereon
or by a majority of the entire Board of Directors then in
office, except that any amendment of (i) Sections 2 and 6
of Article II of the By-Laws, (ii) Sections 1, 2 and 3 of
Article III of the By-Laws and (iii) Article VIII of the
By-Laws shall require either (x) the affirmative vote of
the holders of at least 80% of the outstanding shares of
capital stock entitled to vote thereon or (y) the affir-
mative vote of a majority of the Board of Directors.
TENTH: Notwithstanding anything contained in
this Certificate of Incorporation or the By-Laws to the
contrary, any provision herein or in the By-Laws which
provides for more than a majority vote for any action may
only be amended or repealed by a supermajority vote equal
to the supermajority vote called for in such provision.
ELEVENTH: The Corporation reserves the right
to amend, alter, change or repeal any provision contained
in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights con-
ferred upon stockholders herein are granted subject to
this reservation.
