<PAGE> 1
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
HAYES WHEELS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3384636
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
38481 HURON RIVER DRIVE 48174
ROMULUS, MICHIGAN (Zip Code)
(Address of Principal Executive Offices)
--------------------------
HAYES WHEELS INTERNATIONAL, INC.
EMPLOYEE RETIREMENT SAVINGS PLAN FOR
SAVINGS PLAN SAVINGS PLAN REPRESENTED EMPLOYEES
(Full Title of Plan) (Full Title of Plan) (Full Title of Plan)
--------------------------
DANIEL M. SANDBERG, ESQ.
38481 HURON RIVER DRIVE
ROMULUS, MICHIGAN 48174
(Name and address of agent for service)
(313) 941-2000
(Telephone number, including area code of agent for service)
--------------------------
Copy to:
ROBERT B. PINCUS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
ONE RODNEY SQUARE
WILMINGTON, DELAWARE 19899
(302) 651-3000
-------------------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE* PRICE* FEE
------------- ------------ -------------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $30.875 $30,875,000 $10,646.55
$.01 par value Shares
</TABLE>
- -----------------
* Estimated solely for the purpose of calculating the registration fee, on
the basis of the average of the high and low prices per share of the
Registrant's Common Stock as reported in the on the NASDAQ National Market
for July 9, 1996, in accordance with Rule 457(c) promulgated under the
Securities Act of 1933.
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.
================================================================================
<PAGE> 2
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the Employee
Savings Plan, Retirement Savings Plan and the Savings Plan For Represented
Employees (collectively, the "Plans"), required by Item 1 of this Form and the
statement of availability of registrant information, and other information
required by Item 2 of this Form will be sent or given to participants as
specified by Rule 428(b)(1). In accordance with Rule 428 and the requirements
of Item 1 of Form S-8, such documents are not being filed with the Securities
and Exchange Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. The Registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the Registrant shall furnish to the Commission or its
staff a copy or copies of all of the documents included in such file.
Shares of the Registrant's Common Stock to be purchased for the Plans will
be purchased in the open market by the Trustee of the Plans.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to either the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and are hereby
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
January 31, 1996, including the financial statements contained
therein;
(b) The Registrant's Amended Annual Report on Form 10-K/A for the
Fiscal Year Ended January 31, 1996, filed on June 28, 1996;
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1996.
(d) The Registrant's Current Reports on Form 8-K dated June 25,
1996 and July 11, 1996.
(e) The Registrant's Registration Statement on Form S-4
(Registration No. 333-04909), including the description of the
Registrant's Common Stock contained in the Joint Proxy
Statement/Prospectus constituting a part thereof.
(f) All documents filed by the Registrant with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold), shall be deemed to be incorporated by
reference herein 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 of superseded for purposes of this Registration Statement to
the extent that a statement contained herein, or in any other
subsequently filed document which is also incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such
statement. Any 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.
<PAGE> 4
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain provisions of the By-laws (the
"By-laws") of the Company and the General Corporation Law of the State of
Delaware (the "DGCL"), as such provisions relate to the indemnification of the
directors and officers of the Company. This description is intended only as a
summary and is qualified in its entirety by reference to the Restated
Certificate of Incorporation, the By-laws and the DGCL.
Section 145 of the General Corporation Law of Delaware empowers a
corporation to indemnify any person who was or is a party or witness or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reasons of the
fact that he or she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise.
Depending on the character of the proceeding, a corporation may indemnify
against expenses, costs and fees (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding if the person indemnified acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. If the person indemnified is not wholly successful in such action,
suit or proceeding, but is successful, on the merits or otherwise, in one or
more but less than all claims, issues or matters in such proceeding, he or she
may be indemnified against expenses actually and reasonably incurred in
connection with each successfully resolved claim, issue or matter. In the case
of an action or suit by or in the right of the corporation, no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery, or the court in which such action or suit
was brought, shall determine that, despite the adjudication of liability, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper. Section 145 provides that, to the extent a
director, officer, employee or agent of a corporation has been successful in
the defense of any action, suit or proceeding referred to above or in the
defense of any claim, issue or manner therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by him or her in connection therewith.
The Company's By-laws provide for indemnification by the Company of its
directors and officers to the full extent permitted by the DGCL. Pursuant to
Section 145 of the DGCL, the Company will purchase insurance on behalf of its
present and former directors and officers against liabilities asserted against
or incurred by them in such capacity or arising out of their status as such.
<PAGE> 5
The Company has entered into or intends to enter into indemnification
agreements with each of its executive officers and directors pursuant to which
the Company will agree to indemnify such individuals to the extent permitted
under Delaware law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Title
4.1 Hayes Wheels International, Inc. Employee Savings Plan
(incorporated by reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-8 (Registration No. 33-71708).
4.2 Hayes Wheels International, Inc. Retirement Savings Plan
(incorporated by reference to Exhibit 4.4 to the Registrant's
Registration Statement on Form S-8 (Registration No. 33-71708).
4.3 First Amendment, dated April 7, 1995, to Hayes Wheels
International, Inc. Retirement Savings Plan
4.4 Hayes Wheels International, Inc. Savings Plan for Represented
Employees (incorporated by reference to Exhibit 4.5 to the
Registrant's Registration Statement on Form S-8 (Registration No.
33-71708).
4.5 First Amendment, dated May 19, 1995, to Hayes Wheels International,
Inc. Savings Plan for Represented Employees
24(a) Consent of KPMG Peat Marwick, independent certified public
accountants.
25 Powers of Attorney -- contained on signature pages.
The Registrant will submit or has submitted the Plans and any amendments
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.
<PAGE> 6
Item 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) RULE 415(A) UNDERTAKINGS
(1) To file, during any period in which offers or sales are being made, 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 the 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 the Registration Statement; and notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the dollar value of securities offered would not exceed that
which was registered) any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) 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 by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) RULE 415(B) UNDERTAKING
The undersigned Registrant hereby undertakes that, for the purpose 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 an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
<PAGE> 7
(c) RULE 415(H) UNDERTAKING
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 Commission such indemnification is
against public policy as expressed in the 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 Act and will be governed by the final adjudication of such
issue.
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, there
unto duly authorized, in the City of Romulus, State of Michigan, on July 12,
1996.
HAYES WHEELS INTERNATIONAL, INC.
By: /s/ Ranko Cucuz
-----------------------------------
Ranko Cucuz
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature below appoints Daniel M. Sandberg and Barry J.
Miller, and each of them, as his attorney-in-fact and agent, with full power of
substitution and resubstitution, to sign and file with the Securities and
Exchange Commission any amendments to this Registration Statement (including
post-effective amendments) and to file with the Securities and Exchange
Commission one or more supplements to any prospectus included in any of the
foregoing, and generally to do anything else necessary and proper in connect)
therewith.
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 date indicated.
<TABLE>
<S><C>
Name Title Date
/s/ Ranko Cucuz Chairman of the Board of Directors July 12, 1996
- ------------------------- and Chief Executive Officer; President;
Ranko Cucuz
/s/ Timothy J. Clark
- -------------------------- Director July 12, 1996
Timothy J. Clark
- -------------------------- Director July 12, 1996
Cleveland A. Christophe
</TABLE>
<PAGE> 9
- -------------------------- Director July 12, 1996
Peter A. Joseph
- -------------------------- Director July 12, 1996
Paul S. Levy
/s/ John S. Rodewig
- -------------------------- Director July 12, 1996
John S. Rodewig
/s/ Marcos A. Rodriguez
- -------------------------- Director July 12, 1996
Marcos A. Rodriguez
/s/ Kenneth L. Way
- -------------------------- Director July 12, 1996
Kenneth L. Way
/s/ William D. Shovers Vice President--Finance; July 12, 1996
- -------------------------- Principal Financial
William D. Shovers Officer and Principal Accounting
Officer
<PAGE> 10
TRUSTEE SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefits plans) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Romulus, State of Michigan, on July
12, 1996.
EMPLOYEE SAVINGS PLAN
By: /s/ Kurt Suckow
---------------------------
Name: Kurt Suckow
Title: Plan Administrator
RETIREMENT SAVINGS PLAN
By: /s/ Kurt Suckow
---------------------------
Name: Kurt Suckow
Title: Plan Administrator
SAVINGS PLAN FOR REPRESENTED EMPLOYEES
By: /s/ Kurt Suckow
---------------------------
Name: Kurt Suckow
Title: Plan Administrator
<PAGE> 11
EXHIBIT INDEX
Exhibit Title
------- ----------
4.1 Hayes Wheels International, Inc. Employee Savings Plan
(incorporated by reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-8 (Registration No. 33-71708).
4.2 Hayes Wheels International, Inc. Retirement Savings Plan
(incorporated by reference to Exhibit 4.4 to the Registrant's
Registration Statement on Form S-8 (Registration No. 33-71708).
4.3 First Amendment, dated April 7, 1995, to Hayes Wheels International,
Inc. Retirement Savings Plan
4.4 Hayes Wheels International, Inc. Savings Plan for Represented
Employees (incorporated by reference to Exhibit 4.5 to the
Registrant's Registration Statement on Form S-8 (Registration No.
33-71708).
4.5 First Amendment, dated May 19, 1995, to Hayes Wheels International,
Inc. Savings Plan for Represented Employees
24(a) Consent of KPMG Peat Marwick, independent certified public
accountants.
25 Powers of Attorney -- contained on signature pages.
<PAGE> 1
EXHIBIT 4.3
FIRST AMENDMENT TO THE HAYES WHEELS INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN
A. Hayes Wheels International, Inc. (the "Employer") currently maintains the
Hayes Wheels International, Inc. Retirement Savings Plan (the "Plan") for
its eligible employees and the eligible employees of certain related
companies.
B. The Company is establishing a retirement plan under Canadian law for
certain employees who are residing in Canada and therefore desires to
amend the Plan, effective as of March 30, 1995, to exclude such employees
from participation under the Plan.
THEREFORE, pursuant to Section 12.01 of the Plan and in accordance with
authority granted by the Board of Directors of the Company on March 29, 1995,
the Plan is amended as set forth below effective as of March 30, 1995.
1. SECTION 2.01 OF THE PLAN IS AMENDED TO READ AS FOLLOWS:
2.01 Eligibility and Membership
(a) Each member of the Prior Plan on December 31, 1992 automatically shall
become a Member as of January I, 1993, provided he is then an
Employee.
(b) Except as provided in (c) below, each Employee who is not a Member on
January 1, 1993, including any Employee hired on or after such date,
shall become a Member on the first Enrollment Date that coincides with
or immediately follows 30 days of employment (counting the day the
employee first performs an Hour of Service as the first day of
employment), provided he is an Employee on the applicable Enrollment
Date.
(c) Notwithstanding (a) and (b) above, effective on and after March
30, 1995, Employees who are non-resident aliens shall not be
eligible for membership in the Plan. Any Employee who on March 30,
1995 is a non-resident alien and is a Member shall become an inactive
Member as of March 31, 1995. Such inactive Members shall not be
eligible to make Deferred Contributions under Section 3.01 or be
eligible to receive any Employer Contributions under Section 3.02 on
or after March 31, 1995, but in all other respects shall retain such
rights as granted other Members under the Plan until termination of
membership in accordance with Section 2.06 below.
2. Except as hereby amended, the Plan remains in full force and effect.
This amendment is signed on April 7, 1995
HAYES WHEELS INTERNATIONAL, INC.
By /s/ Larry Karenko
-----------------------------------
Its: Vice President -- Human Resources
/s/ Kristi D. Johnson
- -------------------------------------
Witness
<PAGE> 1
EXHIBIT 4.5
FIRST AMENDMENT TO THE
HAYES WHEELS INTERNATIONAL, INC.
SAVINGS PLAN FOR REPRESENTED EMPLOYEES
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1993
A. Hayes Wheels International, Inc. (the "Company") maintains the Hayes
Wheels International, Inc. Savings Plan For Represented Employees for its
eligible employees (the "Plan").
B. The Company desires to amend the Plan to increase the maximum pre-tax
contributions that may be made to the Plan by participants who are
employed at the Romulus plant, effective as of July 1, 1995.
THEREFORE, pursuant to Section XII of the Plan and in accordance with authority
granted by the Board of Directors of the Company on March 29, 1995, the Plan is
amended as set forth below effective as of July 1, 1995.
1. Paragraph 5 of Appendix B of the Plan is amended to read as follows:
5. Deferred Contributions - The allowable Member Contributions pursuant to
Section 3.01 are:
(a) Basic Deferred Contributions - None.
(b) Supplemental Deferred Contributions - On and after July 1, 1995, an
integral percentage from one percent (1%) to fifteen percent (15%) of
the Member's Compensation as elected by the Member.
2. EXCEPT AS AMENDED, IN THIS FIRST AMENDMENT, THE PLAN REMAINS IN EFFECT.
This First Amendment is signed on May 19, 1995.
HAYES WHEELS INTERNATIONAL, INC.
By /s/ Larry Karenko
----------------------------------
Its: Vice President -- Human Resources
/s/ Thomas J. Noteman
- -----------------------------------
Witness
<PAGE> 1
EXHIBIT 24(A)
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Hayes Wheels International, Inc.:
We consent to the use of our report dated February 23, 1996 except as to Note
17, which is as of March 28, 1996, related to the consolidated balance sheets
of Hayes Wheels International, Inc. and subsidiaries as of January 31, 1996 and
1995, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the years in the three-year period ended
January 31, 1996, incorporated herein by reference in Form S-8. Our report
refers to a change from the LIFO method of valuing inventory to the FIFO method
and the adoption of the provisions of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes", SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" and SFAS No. 112, "Employers'
Accounting for Postemployment Benefits".
/s/ KPMG PEAT MARWICK LLP
Detroit, Michigan
July 12, 1996
