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REGISTRATION NO. 333-39427
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HAYES WHEELS INTERNATIONAL, INC.
(name to be changed to Hayes Lemmerz International, Inc.)
(Exact name of registrant as specified in its Charter)
DELAWARE 13-3384636
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
38481 HURON RIVER DRIVE, ROMULUS, MICHIGAN 48174
(Address of Principal Executive Offices) (Zip code)
HAYES WHEELS INTERNATIONAL, INC. 1996 STOCK OPTION PLAN
(Full Title of Plan)
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DANIEL M. SANDBERG, ESQ.
Vice President -- General Counsel
HAYES WHEELS INTERNATIONAL, INC.
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)
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CALCULATION OF REGISTRATION FEE
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<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(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock
($.01 par value): 3,000,000 Shares $ 33.59 $ 100,770,000 $ 30,540(2)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
computed pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended, on the basis of the average of the
high and low prices ($33.59) of a share of Common Stock of Hayes
Wheels International, Inc. (the "Registrant") as reported on the
Nasdaq National Market System on October 31, 1997, which is within five
business days prior to filing.
(2) Registration fee was paid in connection with original filing on
November 4, 1997.
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INCORPORATION BY REFERENCE
I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the Hayes
Wheels International, Inc. 1996 Stock Option Plan (the "Plan"), 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) of the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and
the requirements of Part 1 of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. 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.
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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
Commission pursuant to either 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
fiscal year ended January 31, 1997, including the financial statements
contained herein;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended April 30, 1997 and July 31, 1997 including the
financial statements contained therein;
(c) The Registrant's Current Reports on Form 8-K dated June
6, 1997, June 20, 1997, June 30, 1997 and July 16, 1997;
(d) The Registrant's Proxy Statement for the 1997 Annual
Meeting of Stockholders, dated September 18, 1997;
(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; and
(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 or
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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Daniel M. Sandberg, Esq., General Counsel of the Registrant, who has
opined on the validity of the securities to be issued under the Plan, is the
beneficial owner of 40,509 shares of Common Stock of the Registrant (including
shares subject to vested stock options) and has been granted options under the
Plan to acquire 126,739 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain provisions of the Amended
and Restated 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 By-laws and the DGCL.
Section 145 of the DGCL 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 fullest extent permitted by the DGCL. Pursuant
to Section 145 of the DGCL, the Company has purchased 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.
The Company has entered into indemnification agreements with each of
its directors pursuant to which the Company has agreed to indemnify such
individuals to the fullest extent permitted under Delaware law.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibits Titles
4.1. Hayes Wheels International, Inc. 1996 Stock Option Plan
(incorporated by reference to Exhibit A to the Registrant's
Proxy Statement for the Annual Meeting of Stockholders, dated
September 18, 1997).
4.2 Form of Stock Option Agreement relating to grants of options
under the Hayes Wheels International, Inc. 1996 Stock Option
Plan (incorporated by reference to Exhibit B to the Registrant's
Proxy Statement for the Annual Meeting of Stockholders, dated
September 18, 1997).
4.3 Restated Certificate of Incorporation of the Registrant and
Certificate of Correction thereof (incorporated by reference
from Exhibit 3.1 to the Registrant's Current Report on Form 8-K,
dated July 2, 1996.)
4.4 Amended and Restated By-laws of the Registrant (incorporated by
reference from Exhibit 3.2 to the Registrant's Current Report on
Form 8-K, dated July 2, 1996).
5 Opinion of Daniel M. Sandberg, Esq.
23.1 Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
23.2 Consent of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftsprufungsgesellschaft
23.3 Consent of Ernst & Young LLP
23.4 Consent of Daniel M. Sandberg, Esq. (Included in Exhibit 5).
24 Powers of Attorney. (Contained on signature page).
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)(1)(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.
(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 or 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.
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Romulus, State of Michigan, on the date of November
7, 1997.
HAYES WHEELS INTERNATIONAL, INC.
By: /s/ DANIEL M. SANDBERG
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Daniel M. Sandberg
Vice President - General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ RANKO CUCUZ* Chairman of the Board, November 7, 1997
--------------------------------------------- President and Chief Executive
Ranko Cucuz Officer
/s/ WILLIAM D. SHOVERS* Vice President, Chief November 7, 1997
--------------------------------------------- Financial Officer and
William D. Shovers Principal Accounting Officer
/s/ CLEVELAND A. CHRISTOPHE* Director November 7, 1997
---------------------------------------------
Cleveland A. Christophe
/s/ TIMOTHY J. CLARK* Director November 7, 1997
---------------------------------------------
Timothy J. Clark
/s/ ANDREW R. HEYER* Director November 7, 1997
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Andrew R. Heyer
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ HORST KUKWA-LEMMERZ* Director November 7, 1997
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Horst Kukwa-Lemmerz
/s/ PAUL S. LEVY* Director November 7, 1997
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Paul S. Levy
/s/ JEFFREY LIGHTCAP* Director November 7, 1997
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Jeffrey Lightcap
/s/ WIENAND MEILICKE* Director November 7, 1997
---------------------------------------------
Wienand Meilicke
/s/ JOHN S. RODEWIG* Director November 7, 1997
---------------------------------------------
John S. Rodewig
/s/ DAVID Y. YING* Director November 7, 1997
---------------------------------------------
David Y. Ying
</TABLE>
* By: /s/ Patrick B. Carey
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Patrick B. Carey
Attorney-in-fact
<PAGE> 7
EXHIBIT INDEX
Exhibit Title
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4.1. Hayes Wheels International, Inc. 1996 Stock Option Plan
(incorporated by reference to Exhibit A to the Registrant's
Proxy Statement for the Annual Meeting of Stockholders, dated
September 18, 1997).
4.2 Form of Stock Option Agreement relating to grants of options
under the Hayes Wheels International, Inc. 1996 Stock Option
Plan (incorporated by reference to Exhibit B to the Registrant's
Proxy Statement for the Annual Meeting of Stockholders, dated
September 18, 1997).
4.3 Restated Certificate of Incorporation of the Registrant and
Certificate of Correction thereof (incorporated by reference
from Exhibit 3.1 to the Registrant's Current Report on Form 8-K,
dated July 2, 1996.)
4.4 Amended and Restated By-laws of the Registrant (incorporated by
reference from Exhibit 3.2 to the Registrant's Current Report on
Form 8-K, dated July 2, 1996).
*5 Opinion of Daniel M. Sandberg, Esq.
23.1 Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
23.2 Consent of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftsprufungsgesellschaft
23.3 Consent of Ernst & Young LLP
*23.4 Consent of Daniel M. Sandberg, Esq. (Included in Exhibit 5).
*24 Powers of Attorney.
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* Previously filed.
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[KPMG PEAT MARWICK LETTERHEAD]
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP
The Boards of Directors
Hayes Wheels International, Inc.:
We consent to the use of our report dated February 25, 1997, related to the
consolidated balance sheets of Hayes Wheels International, Inc. and subsidiaries
as of January 31, 1997 and 1996, and the related consolidated statements of
operations, changes in stockholders' equity (deficit), and cash flows for each
of the years in the three-year period ended January 31, 1997, incorporated by
reference herein in the Registration Statement (Form S-8) and related
Prospectus.
KPMG PEAT MARWICK LLP
Detroit, Michigan
November 7, 1997
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[KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT LETTERHEAD]
EXHIBIT 23.2
CONSENT OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT
The Board of Directors
Hayes Wheels International, Inc.
We consent to the use of our report dated May 21, 1997, related to the
consolidated balance sheets of Lemmerz Holding GmbH and subsidiaries as of
December 31, 1996 and 1995, and the related consolidated statements of earnings,
shareholders' equity, and cash flows for each of the years then ended,
incorporated by reference herein in the Registration Statement (Form S-8) and
related Prospectus.
KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT
Cologne, Germany
November 7, 1997
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[ERNST & YOUNG LLP LETTERHEAD]
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference of our report dated February
23, 1996, except for Note O, as to which the date is March 28, 1996, with
respect to the consolidated financial statements of MWC Holdings, Inc. filed
with the Securities and Exchange Commission in the Registration Statement
(Form S-4 No. 333-34313) incorporated by reference in the Registration
Statement (Form S-8 No. 333-39427) pertaining to the Hayes Wheels
International, Inc. 1996 Stock Option Plan.
ERNST & YOUNG LLP
Detroit, Michigan
November 7, 1997
