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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HAYES LEMMERZ INTERNATIONAL, INC.
(formerly known as 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 (313) 941-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) of securities pursuant to Section 12(g)
the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A(c) pursuant to General Instruction A(d)
please check the following box. [X] please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Each Class
to be so Registered is to be Registered
- --------------------------------------------- -----------------------------
Common Stock, $.01 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
The material set forth in the section captioned "Description of the
Capital Stock" in the Registrant's Form S-4 Registration Statement (Registration
No. 333-04909), filed with the Securities and Exchange Commission, is
incorporated herein by reference.
Item 2. Exhibits
Description of Document
- ------------------ --------------------------------------------------------
1 Restated Certificate of Incorporation of the
Registrant and Certificate of Corection thereof
(incorporated by reference from Exhibit 3.1 to the
Registrant's Current Report on Form 8-K, dated
July 2, 1996)
2 Certificate of Amendment to Restated Certificate
of Incorporation of the Registrant.
3 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)
-2-
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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, thereunto duly authorized, on this 12th day of
November, 1997.
HAYES LEMMERZ INTERNATIONAL, INC.
(Registrant)
By: /s/ WILLIAM D. SHOVERS
------------------------------------
William D. Shovers
Vice President-Finance and
Chief Financial Officer
3
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EXHIBIT 2
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
HAYES WHEELS INTERNATIONAL, INC.
HAYES WHEELS INTERNATIONAL, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:
FIRST: The Corporation's Certificate of Merger, to which the
Corporation's Restated Certificate of Incorporation was attached as Exhibit A,
was filed on July 2, 1996, with the Secretary of State of the State of
Delaware.
SECOND: The amendments to the Restated Certificate of Incorporation set
forth herein were duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.
THIRD: ARTICLE FIRST of the Restated Certificate of Incorporation of
the Corporation is hereby amended in its entirety to read a follows:
FIRST: The name of the Corporation is HAYES LEMMERZ
INTERNATIONAL, INC. (hereinafter the "Corporation").
FOURTH: The first paragraph of ARTICLE FOURTH of the Restated
Certificate of Incorporation of the Corporation is hereby amended in its
entirety to read as follows:
FOURTH: The total number of shares of stock which the
Corporation shall have the authority to issue is ninety-nine million
(99,000,000) shares of Common Stock, each having a par value of one
cent ($.01), five million (5,000,000) 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).
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed in its name and on its behalf and attested on this 30th
day of October, 1997 by duly authorized officers of the Corporation.
HAYES WHEELS INTERNATIONAL, INC.
By: William D. Shovers
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Name: William D. Shovers
Title: Vice President - Finance
ATTEST:
By: Patrick B. Carey
- --------------------------------
Name: Patrick B. Carey
Title: Assistant Secretary
