As filed with the Securities and Exchange Commission on December 5, 1996 -
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TOWER AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1746238
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4508 IDS Center, Minneapolis, Minnesota 55402
(Address of Principal Executive Offices) (Zip Code)
Tower Automotive, Inc. Independent Director Stock Option Plan
(Full Title of the Plan)
Scott D. Rued, 4508 IDS Center, Minneapolis, Minnesota 55402
Telephone: (612) 342-2310
(Name, address, and telephone number of agent for service)
Copies of Communications to:
Michael G. Wooldridge
Varnum, Riddering, Schmidt & Howlett LLP
333 Bridge Street, N.W., P.O. Box 352
Grand Rapids, Michigan 49501-0352
(616) 336-6000
<TABLE>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount Being Offering Price Aggregate Registration
Being Registered Registered Per Share(1) Offering Price(1) Fee(2)
<S> <C> <C> <C> <C>
=====================================================================================================================
Common Stock,
par value $.01
per share 100,000 shares $31.625 $3,162,500 $958.33
=====================================================================================================================
</TABLE>
(1) For the purpose of computing the registration fee only, the price shown is
based upon the price of $31.625 per share, the average of the high and low
sales prices for the Common Stock of Tower Automotive, Inc. in the NASDAQ
National Market System on December 2, 1996, in accordance with Rule 457(h).
(2) Registration fee is calculated on the basis of 1/33 of 1% of the proposed
maximum aggregate offering price of $3,162,500.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Annual Report on Form 10-K of the Registrant for the year ended
December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual Report on Form 10-K referred to in (a)
above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Report on Form 8-A (File No. 0-24644) filed August 8, 1994 pursuant
to Section 12(b) of the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby 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 the filing of such reports and 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 also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
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
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 102(b)(7) of the General Corporation Law of the State of
Delaware permits a Delaware corporation to limit the personal liability of its
directors in accordance with the provisions set forth therein. The Amended and
Restated Certificate of Incorporation of the Registrant provides that the
personal liability of its directors shall be limited to the fullest extent
permitted by applicable law.
S-1
<PAGE>
Section 145 of the General Corporation Law of the State of Delaware
contains provisions permitting Delaware corporations organized thereunder to
indemnify directors, officers, employees or agents against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation provided that (i) such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the corporation's best interests and (ii) in the case of a
criminal proceeding such person had no reasonable cause to believe his or her
conduct was unlawful. In the case of actions or suits by or in the right of the
corporation, no indemnification shall be made in a case in 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 upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses. Indemnification
as described above shall be granted in a specific case only upon a determination
that indemnification is proper in the circumstances because such person has met
the applicable standard of conduct. Such determination shall be made (a) by a
majority of a quorum of directors who were not parties to such proceeding, (b)
if such a quorum cannot be obtained or if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion or (c) by the
stockholders of the corporation. The Amended and Restated Certificate of
Incorporation and the Amended and Restated ByLaws of the Registrant provide for
indemnification of its directors and officers to the fullest extent permitted by
applicable law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index which appears on page S-6.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(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 of 1933;
(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, represents
a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(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 (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant S-2
<PAGE>
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange 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.
S-3
<PAGE>
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 Minneapolis, State of Minnesota, on the 5th day of
December, 1996.
TOWER AUTOMOTIVE, INC.
By /s/ S.A. Johnson
Its Chairman and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints S. A. Johnson and Dugald K. Campbell, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing required 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 said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on December 5, 1996, by the
following persons in the capacities indicated.
/s/ S. A. Johnson /s/ Adrian Vander Starre
S. A. Johnson, Adrian Vander Starre,
Chairman and Director Vice Chairman and Director
/s/ Dugald K. Campbell /s/ James R. Lozelle
Dugald K. Campbell, James R. Lozelle,
President, Chief Executive Executive Vice President
Officer and Director and Director
(Principal Executive Officer)
/s/ Scott D. Rued /s/ W. H. Clement
Scott D. Rued, W. H. Clement,
Vice President and Director Director
/s/ Eric J. Rosen /s/ Matthew O. Diggs, Jr.
Eric J. Rosen, Matthew O. Diggs, Jr.,
Director Director
/s/ F. J. Loughrey /s/ Kim B. Clark
F. J. Loughrey, Kim B. Clark,
Director Director
/s/ Anthony A. Barone
Anthony A. Barone,
Vice President and Chief
Financial Officer (Principal
Financial and
Accounting Officer)
S-4
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 26, 1996
incorporated by reference in Tower Automotive, Inc.'s Form 10-K for the year
ended December 31, 1995; our report dated March 31, 1996 included in Tower
Automotive, Inc.'s Form 10-K/A for the year ended December 31, 1995; our report
dated March 21, 1996 included in Tower Automotive, Inc.'s Form 8-K/A dated March
27, 1996; our report dated May 31, 1996 included in Tower Automotive, Inc.'s
Form 8-K dated May 31, 1996; and to all references to our firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
December 5, 1996
S-5
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as a part of the Registration
Statement:
Exhibit
Number Description of Document
4.3 Tower Automotive, Inc. Independent Director Stock Option Plan
5.1 Opinion of Varnum, Riddering, Schmidt & Howlett LLP with respect to the
legality of the securities being registered
23.1 Consent of Arthur Andersen LLP - included on page S-5 hereof
23.2 Consent of Varnum, Riddering, Schmidt & Howlett LLP (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney - included on page S-4 hereof
S-6
<PAGE>
TOWER AUTOMOTIVE, INC.
INDEPENDENT DIRECTOR STOCK OPTION PLAN
1. Name and Purpose. This plan shall be called the Tower Automotive,
Inc. Independent Director Stock Option Plan (the "Plan"). The Plan is intended
to encourage stock ownership by Independent Directors (as defined below) of
Tower Automotive, Inc. (the "Company"), to provide such directors with an
additional incentive to manage the Company effectively and to contribute to its
success, and to provide a form of compensation which will attract and retain
highly qualified individuals as members of the Board of Directors of the
Company.
2. Effective Date and Term of the Plan. The Plan shall become effective
upon its approval by the Board of Directors of the Company (the "Effective
Date"). The Plan, however, is subject to the approval by the stockholders of the
Company. If stockholder approval is not granted within twelve (12) months from
the date of its adoption by the Board of Directors, the Plan shall thereupon
terminate. Grants of options may be made prior to stockholder approval, but any
options granted shall not be exercisable prior to stockholder approval, and
shall terminate if stockholder approval is not given. Options may not be granted
under the Plan after the tenth (10th) anniversary of the Effective Date (the
"Term"); provided, however, that all options outstanding as of that date shall
remain or become exercisable pursuant to their terms and the terms of the Plan.
3. Administration. The Plan shall be administered by a committee of not
less than two (2) members of the Board of Directors of the Company (the
"Committee"), none of whom may be an Independent Director nor an employee of the
Company or any subsidiary of the Company. No member of the Committee shall be
eligible to participate in the Plan and no director may serve on the Committee
if he or she received an award or grant of any equity securities of the Company
(or any options to acquire such securities) under any plan of the Company during
the one (1) year period prior to service on the Committee.
The Committee may, from time to time, establish such regulations,
provisions and procedures, within the terms of the Plan, as in the opinion of
its members may be advisable in the administration of the Plan. The Committee
shall keep minutes of its meetings. A majority of the Committee shall constitute
a quorum, and the acts of a majority of a quorum at any meeting, or acts reduced
to or approved in writing by a majority of the members of the Committee, shall
be the valid acts of the Committee.
The interpretation and construction by the Committee of any provisions
of the Plan or of any option granted pursuant to the Plan shall be final and
binding upon the Company, the Board of Directors of the Company and any
optionee. No member of the Board of Directors of the Company or the Committee
shall be liable for any action or determination made in good faith with respect
to the Plan or any option granted pursuant thereto.
EXHIBIT 4.3
<PAGE>
4. Participation. Subject to the limitations contained in this Section
4, any director of the Company who (a) is not a contractual nor common law
employee of the Company or any of its subsidiaries, and (b) does not directly or
indirectly own beneficially more than five percent (5%) of any outstanding
security of the Company (including being a shareholder, owner, partner, director
or holder of more than ten percent (10%) of the equity or capital of any entity
which owns beneficially more than five percent (5%) of any outstanding security
of the Company) (an "Independent Director"), may be granted options to purchase
shares of the Company's Common Stock in accordance and consistent with the terms
and conditions of the Plan. An optionee may hold more than one option, but only
on the terms and subject to the restrictions hereafter set forth. The Committee
shall from time to time determine the directors (among the Independent
Directors) to be granted options, the amount of stock to be optioned to each
director, and the terms and conditions of the options to be granted. The amount
and other terms and conditions of options granted to a director at any given
time need not be the same as for any other grant of options.
5. Stock Available for Options. Subject to the adjustments as provided
in Subsection 6(h), the aggregate number of shares reserved for purposes of the
Plan shall be 200,000 authorized and unissued shares or issued shares reacquired
by the Company (the "Shares"). Determinations as to the number of Shares that
remain available for issuance under the Plan shall be made in accordance with
such rules and procedures as the Committee shall determine from time to time,
which shall be consistent with the requirements of Rule 16b-3 of the Securities
Exchange Act of 1934, as amended, and such interpretations thereof. If any
outstanding option under the Plan expires or is terminated for any reason before
the end of the Term of the Plan, the shares allocable to the unexercised portion
of such option shall become available for the grant of other options under the
Plan. No shares delivered to the Company in full or partial payment upon
exercise of an option pursuant to Subsection 6(d) or in full or partial payment
of any withholding tax liability permitted under Section 9 shall become
available for the grant of other options under the Plan.
6. Terms and Conditions of Options of the Plan. Options granted under
this Plan shall be evidenced by agreements in such form as the Committee shall
from time to time approve, which agreements shall comply with and be subject to
the following conditions:
(a) Optionee's Agreement. Each optionee shall agree to
continue to serve as a director of the Company for the lesser of at
least twelve (12) months from the date of the grant of the option or
for the remainder of such optionee's term as a director of the Company.
Such agreement shall not impose upon the Company, its Board of
Directors, or its Board of Directors any obligation to retain the
optionee as a director for any period.
(b) Number of Shares and Term of Options. Each option shall
state the number of shares of the Common Stock of the Company to which
it pertains. The term of each option shall be for a period of not
greater than ten (10) years from the date of grant of the option.
(c) Option Price. The exercise price of each option shall be
equal to one hundrd percent (100%) of the Fair Market Value of the
shares of Common Stock on the date of the grant of the option. If the
shares are traded in the over-the-counter market, the Fair Market Value
per share shall be the closing price on the national market list as
quoted in the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") on the day the
<PAGE>
option is granted or if no sale of shares is reflected in NASDAQ on
that day, on the next preceding day on which there was a sale of shares
reflected in NASDAQ. If the shares are not traded in the
over-the-counter market but are listed upon an established stock
exchange or exchanges, such Fair Market Value shall be deemed to be the
closing price of the shares on such stock exchange or exchanges on the
day the option is granted or if no sale of the shares shall have been
made on any stock exchange on that day, on the next preceding day on
which there was a sale of the shares.
(d) Medium of Payment. The option price shall be payable to
the Company either (i) in United States dollars in cash or by check,
bank draft, or money order payable to the order of the Company or (ii)
through the delivery of shares of the Company's Common Stock with a
Fair Market Value on the date of the exercise equal to the option
price, provided such shares are utilized as payment to acquire at least
100 shares of Common Stock, or (iii) by a combination of (i) and (ii)
above. Fair Market Value will be determined in the manner specified in
Subsection 6(c) except as to the date of determination.
(e) Exercise of Options. Except as provided in Subsection 6(h)
no option shall be exercisable, either in whole or in part, prior to
the expiration of six (6) months from the date of grant of the option.
Subject to the foregoing, the Committee shall have the authority to
determine, at the time of the grant of each Option, the times at which
an Option may be exercised and any conditions precedent to the exercise
of an Option. An option shall be exercisable upon written notice to the
Chief Financial Officer of the Company, as to any or all shares covered
by the option, until its termination or expiration in accordance with
its terms or the provisions of the Plan. Notwithstanding the foregoing,
an option shall not at any time be exercisable with respect to less
than 100 shares unless the remaining shares covered by an option are
less than 100 shares. The purchase price of the shares purchased
pursuant to an option shall be paid in full upon delivery to the
optionee of certificates for such shares. Exercise by an optionee's
heir or personal representative shall be accompanied by evidence of his
or her authority to act, in a form reasonably satisfactory to the
Company.
(f) Options not Transferable. Options may not be sold,
pledged, assigned, or transferred in any manner otherwise than by will
or the laws of descent or distribution to the extent provided in
Subsection 6(g). During the lifetime of an optionee, the options shall
be exercisable only by the optionee. Following the death of an
optionee, the options shall be exercisable only to the extent provided
in Subsection 6(g).
(g) Termination of Service as Director.
(i) Termination of Service for any Reason Other than
Death. In the event an optionee shall cease to serve the
Company as a director for any reason other than such
optionee's death, each option held by such optionee shall
remain exercisable, subject to prior expiration according to
its terms and other limitations imposed by the Plan, for a
period of one (1) year following the optionee's cessation of
service as a director of the Company. If the optionee dies
after such cessation of service, the optionee's options shall
be exercisable in accordance with Subsection 6(g)(ii) hereof.
<PAGE>
(ii) Termination of Service for Death. If an optionee
ceases to be a director by reason of death, each option held
by such optionee shall, to the extent rights to purchase
shares under the option have been accrued at the time of death
and shall not have been fully exercised, be exercisable, in
whole or in part, by the personal representative of the
optionee's estate or by any person or persons who have
acquired the option directly from the optionee by bequest or
inheritance during the shorter of the following periods: (i)
the term of the option, or (ii) a period of one (1) year from
the death of such optionee. If an optionee dies during the
extended exercise period following cessation of service
specified in Subsection 6(g)(i) above, such option may be
exercised any time within the longer of such extended period
or one (1) year after death, subject to the prior expiration
of the term of the option.
(h) Adjustment in Shares Covered by Option. The number of
shares covered by each outstanding option, and the purchase price per
share thereof, shall be proportionately adjusted for any increase or
decrease in the number of issued and outstanding shares resulting from
a split in or combination of shares or the payment of a stock dividend
on the shares or any other increase or decrease in the number of such
shares effected without receipt of consideration by the Company.
If the Company shall be the surviving corporation in any merger or
consolidation or if the Company is merged into a wholly-owned subsidiary solely
for purposes of changing the Company's state of incorporation, each outstanding
option shall pertain to and apply to the securities to which a holder of the
number of shares subject to the option would have been entitled. A dissolution
or liquidation of the Company or a merger or consolidation in which the Company
is not the surviving corporation, except as above provided, shall cause each
outstanding option to terminate, provided, that each optionee shall, in that
event, have the right immediately prior to such dissolution or liquidation, or
merger or consolidation in which the Company is not the surviving corporation,
to exercise his or her option in whole or in part.
In the event of a change in the shares as presently constituted, which
is limited to a change of all of its authorized shares with par value into the
same number of shares with a different par value or without par value, the
shares resulting from any such change shall be deemed to be the shares within
the meaning of the Plan.
To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive. Any
such adjustment may provide for the elimination of any fractional share which
might otherwise become subject to an option.
Except as hereinbefore expressly provided in this Subsection 6(h), the
optionee shall have no rights by reason of any split or combination of shares of
stock of any class or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class or by reason of any
dissolution, liquidation, merger, or consolidation or spinoff of assets or stock
of another corporation, and any issue by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of stock subject to the option.
<PAGE>
The grant of an option pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure, or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
(i) Rights of a Stockholder. An optionee shall have no rights
as a stockholder with respect to any shares covered by his or her
option until the date on which the optionee becomes the holder of
record of such shares. No adjustment shall be made for dividends,
distributions, or other rights for which the record date is prior to
the date on which he or she shall have become the holder of record
thereof, except as provided in Subsection 6(h).
(j) Postponement of Delivery of Shares and Representations.
The Company, in its discretion, may postpone the issuance and/or
delivery of shares upon any exercise of an option until completion of
the registration or other qualification of such shares under any state
and/or federal law, rule or regulation as the Company may consider
appropriate, and may require any person exercising an option to make
such representations, including a representation that it is the
optionee's intention to acquire shares for investment and not with a
view to distribution thereof, and furnish such information as it may
consider appropriate in connection with the issuance or delivery of the
shares in compliance with applicable laws, rules, and regulations. In
such event no shares shall be issued to such holder unless and until
the Company is satisfied with the accuracy of any such representations.
(k) Other Provisions. The option agreements authorized under
the Plan shall contain such other provisions, including, without
limitation, restrictions upon the exercise of the option, as the
Committee shall deem advisable.
7. Adjustments in Shares Available for Options. The adjustments in
number and kind of shares and the substitution of shares, affecting outstanding
options in accordance with Subsection 6(h) hereof, shall also apply to the
number and kind of shares reserved for issuance pursuant to the Plan, but not
yet covered by options.
8. Amendment of the Plan. The Committee, insofar as permitted by law,
shall have the right from time to time, with respect to any shares at the time
not subject to options, to suspend or discontinue the Plan or revise or amend it
in any respect whatsoever, and except that, without approval of the Board of
Directors of the Company, no such revision or amendment shall:
(a) increase the maximum number of shares which may be subject to
the Plan,
(b) materially increase the benefits accruing to option holders
under the Plan,
(c) decrease the exercise price of options granted under the
Plan,
(d) remove the administration of the Plan from the Committee, or
(e) permit the granting of options under the Plan after the Term
of the Plan.
<PAGE>
9. Withholding of Taxes. The Company shall have the right to deduct
from any payment to be made pursuant to this Plan, or to otherwise require,
prior to the issuance or delivery of any shares of Common Stock, payment by the
optionee of any federal, state, or local taxes required by law to be withheld.
Unless otherwise prohibited by the Committee, an optionee may satisfy any such
withholding tax obligation by any of the following means or by a combination of
such means:
(a) tendering a cash payment;
(b) authorizing the Company to withhold from the shares
otherwise issuable to the optionee a number of shares having a Fair
Market Value as of the "Tax Date," less than or equal to the amount of
withholding tax obligation; or
(c) delivering to the Company unencumbered shares owned by the
optionee having a Fair Market Value, as of the Tax Date, less than or
equal to the amount of the withholding tax obligation.
The "Tax Date" shall be the date that the amount of tax to be withheld is
determined. Fair Market Value shall be determined in the manner specified in
Subsection 6(c), except as to the date of determination. An optionee's election
to pay the withholding tax obligation by either of (b) or (c) above shall be
irrevocable, may be disapproved by the Committee, and must be made either six
months prior to the Tax Date or during the period beginning on the third
business day following the date of release of the Company's quarterly or annual
summary statement of sales and earnings and ending on the twelfth business day
following such date.
10. Right of Board of Directors to Terminate Director's Service.
Nothing in this Plan or in the grant of any option hereunder shall in any way
limit or effect the right of the Board of Directors of the Company to remove any
director or otherwise terminate his or her service as a director, pursuant to
law, the Articles of Incorporation, or Bylaws of the Company.
11. Application of Funds. The proceeds received by the Company from
the sale of stock pursuant to options will be used for general corporate
purposes.
12. No Obligation to Exercise Option. The granting of an option shall
impose no obligation upon the optionee to exercise such option.
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13. Construction. This Plan shall be construed under the laws of the
State of Delaware, United States of America.
CERTIFICATION
This Plan was duly adopted by the Board of Directors of the Company the 20th day
of February, 1996, subject to approval by the Company's Board of Directors.
______________________________
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December 5, 1996
Tower Automotive, Inc.
4508 IDS Center
Minneapolis, Minnesota 55402
Re: Registration Statement on Form S-8 Relating to the Tower Automotive,
Inc. Independent Director Stock Option Plan (the "Plan")
Gentlemen:
With respect to the Registration Statement on Form S-8 (the
"Registration Statement) filed by Tower Automotive, Inc., a Delaware corporation
(the "Company") with the Securities and Exchange Commission, for the purpose of
registering under the Securities Act of 1933, as amended, 100,000 shares of the
Company's common stock, par value $.01 per share, for issuance pursuant to the
Plan, we have examined such documents and questions of law we consider necessary
or appropriate for the purpose of giving this opinion. On the basis of such
evaluation, we advise you that in our opinion the 100,000 shares covered by the
Registration Statement, upon the exercise of stock options, at the prices
described in the Registration Statement but not less than the par value thereof,
and upon delivery of such shares and payment therefor in accordance with the
terms stated in the Plan and the Registration Statement, will be duly and
legally authorized, issued and outstanding, and will be fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission relating thereto.
Sincerely,
VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP
/s/ Michael G. Wooldridge
Michael G. Wooldridge, Partner
EXHIBIT 5.1
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