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As filed with the Securities and Exchange Commission on May 8, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
California 95-2594729
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7800 Woodley Avenue, Van Nuys, CA 91406
(Address of Principal Executive Offices) (zip code)
STOCK OPTION AGREEMENT
DANIEL L. LEVINE
CORPORATE SECRETARY AND TREASURER
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
7800 Woodley Avenue
Van Nuys, CA 91406
(818) 781-4973
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of to be Price Per Offering Registration
Securities to be Registered Registered (1) Share (2) Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock $.50 par value 5,000 $20.00 $100,000 $29.50
</TABLE>
1. Securities registered are 5,000 shares of Common Stock subject to issuance
upon exercise of non-qualified stock options granted to a non-employee director
of the Registrant.
2. Based on the per-share price at which the options to purchase shares of the
Registrant's Common Stock may be exercised.
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Explanatory Note
This Registration Statement registers 5,000 shares of the Registrant's
Common Stock which may be issued upon exercise of a non-qualified stock option
granted to a non-employee director of the Registrant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in the
registration statement:
(a) The annual report on Form 10-K of Superior Industries
International, Inc. (the "Registrant" or "Company") for the year ending December
31, 1997.
(b) All other reports filed by the Registrant pursuant to sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of the fiscal year covered by the annual report or the prospectus
referred to in (a) above.
(c) The descriptions of the Registrant's Common Stock which are
contained in the Registrant's registration statements filed under section 12 of
the Exchange Act, including any amendment or reports filed for the purpose of
updating such descriptions.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date this Registration Statement
is filed with the Commission, and prior to the filing of a post-effective
amendment which indicates that all securities offered by this Registration
Statement have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
herein by reference 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 subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such prior 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,
except as indicated herein.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California General Corporation Law (the "CGCL")
grants each corporation incorporated thereunder, such as the Company, the power
to indemnify its directors and officers against liabilities for certain of their
acts. Section 309(c) of the CGCL permits a provision in the articles of
incorporation eliminating or limiting, with certain exceptions, the personal
liability of a director to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director. The Company's Restated
Articles of Incorporation contain provisions eliminating the liability of the
directors for monetary damages to the fullest extent permissible under
California law and authorizing the Company to indemnify the directors and
officers to the fullest extent permissible under California law.
The Company's Restated By-Laws provide that each person who is or was a
director or officer of the Company shall be indemnified by the Company to the
full extent permitted by the CGCL. Further, the Company has entered into
Indemnity Agreements with each of its directors and executive officers. These
agreements provide for indemnification of such individuals in cases where
indemnification might not otherwise be available.
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The Company has a policy of directors and officers liability insurance
which insures directors or officers against the cost of defense, settlement or
payment of claims and judgments under certain circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit
Index elsewhere herein.
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 the Securities Act; (ii) To reflect in
the prospectus any facts or events arising after the
effective date of the
(i) registration statement (or the most recent
(ii) post-effective amendment thereof) which,
individually or in the aggregate, represent
a fundamental change in the information set
forth in the 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 paragraph (a)(1)(i)
and (a)(1)(ii) shall 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 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, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of any securities at the time shall
be deemed to be the initial bona fide offering
thereof.
(3) To remove 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, each filing of the Registrant's annual report pursuant to
section 13(a) or 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification by Registrant for liabilities
arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 6., 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 Securities 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 proceedings) 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 Securities 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, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing a 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 Van Nuys, the State of California, on this 8th day
of May, 1998.
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
By: /s/
----------------------------
Louis L. Borick
President and Chairman of the Board
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints R. Jeffrey Ornstein and Alvin G.
Segel or any of them, his attorneys-in-fact and agents, each with full power of
substitution for him and in his name, place and stead, in any and all
capacities, to sign any or all 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, granting unto each of
said attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing requisite and necessary to be done in connection
with the registration statement, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that any of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
the dates indicated.
<TABLE>
<S> <C> <C>
President,
Chairman of the Board
/s/ Louis L. Borick of Directors ____________, 1998
- -------------------------- (Principal Executive Officer)
Louis L. Borick
Vice President,
/s/ R. Jeffrey Ornstein CFO, and Director ____________, 1998
- -------------------------- (Principal Financial Officer)
R. Jeffrey Ornstein
Corporate Controller
/s/ Emil J. Fanelli (Principal Accounting Officer) ____________, 1998
- --------------------------
Emil J. Fanelli
/s/ Raymond C. Brown Director ____________, 1998
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Raymond C. Brown
/s/ Sheldon I. Ausman Director ____________, 1998
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Sheldon I. Ausman
/s/ Philip W. Colburn Director ____________, 1998
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Philip W. Colburn
/s/ Steven J. Borick Director ____________, 1998
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Steven J. Borick
/s/ Jack H. Parkinson Director ____________, 1998
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Jack H. Parkinson
/s/ V. Bond Evans Director ____________, 1998
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V. Bond Evans
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
4.1 Articles of Incorporation of the Registrant (Incorporated by
reference to Exhibit 3.1 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994
4.2 By-Laws of the Registrant (Incorporated by reference to
Exhibit 3.2 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994.
5.1 Opinion of Irell & Manella LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Irell & Manella LLP (included in their opinion)
24.1 Power of Attorney (Filed with this Registration Statement)
94.1 Stock Option Agreement
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[IRELL & MANELLA LLP LETTERHEAD]
May 7, 1998
Superior Industries International, Inc.
7800 Woodley Avenue
Van Nuys, California 91406
Re: Stock Option Agreement
Ladies and Gentlemen:
We have acted as counsel for Superior Industries International, Inc.
(the "Company") in connection with its adoption of a Stock Option Agreement
between the Company and Mr. V. Bond Evans (the "Plan") and the filing of a
registration statement under the Securities Act of 1933, as amended, covering
the shares of the Company's common stock, par value $.50 per share (the "Common
Stock"), issuable thereunder.
We have examined the proceedings taken by the Company with respect
to the adoption of the Plan and are of the opinion that the 5,000 shares of
Common Stock initially issuable upon exercise of the option granted under the
Plan, when issued pursuant to the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's registration statement covering the Plan.
Very truly yours,
/s/Irell & Manella LLP
Irell & Manella LLP
BDO
cc: R. Jeffrey Ornstein
Dan Levine
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation, by reference, in the Form S-8 Registration Statement, of our
report dated February 12, 1998 with respect to the consolidated financial
statements and schedule of Superior Industries International, Inc. included in
Superior Industries International, Inc.'s Form 10-K for its fiscal year ended
December 31, 1997 filed with the Securities and Exchange Commission.
ARTHUR ANDERSEN LLP
Los Angeles, California
May 7, 1998
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EXHIBIT 94.1
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, (hereinafter "Agreement") is entered into
as of the effective date hereinafter provided, by and between SUPERIOR
INDUSTRIES INTERNATIONAL, INC., a California corporation (the
"Company"), and V. BOND EVANS, an individual ("Optionee"), and is
based upon the following facts and circumstances:
(1) The Company is hereby granting to Mr. V. Bond Evans a stock option
to purchase a total of 5,000 shares of the Company's Common Stock (the
"Option"). This award was approved by the Compensation Committee of the Board of
Directors of the Company, and affirmed by the entire Board, with Mr. Evans
abstaining from both the approval and affirmation.
(2) In granting the Option to Optionee, Company recognizes that
Optionee is a valuable and trusted Director of the Company, and that the Company
considers it desirable and in its best interests that Optionee be given an
inducement to acquire a further proprietary interest in the Company, and an
added incentive to advance the pecuniary interest of the Company by possessing
an option to purchase the aforesaid common shares of stock in accordance with
this Agreement.
NOW, THEREFORE, in consideration of the premises heretofore stated, it
is agreed by and between the parties as follows:
1. Grant of Option
The Company hereby grants to Optionee the rights, privilege, and
option to purchase 5,000 shares of its common stock at the purchase price of
$20.000 per share, in the manner and subject to the conditions hereinafter
provided.
2. Time of Exercise of Option
No shares under this agreement shall become exercisable prior to
October 25, 1996.
3. Method of Exercise
The option herein granted shall be exercised by written notice to
the Company's Secretary, Daniel Levine, at the Company's principal place of
business, accompanied by cash, or cash equivalent, in payment of the option
price for the number of shares specified in such written notice. The Company
shall make immediate delivery of such shares to Optionee, provided that if any
law or regulation requires the Company to take any action with respect to the
shares specified in such written notice before the issuance thereof, then the
date of delivery of such shares shall be extended for the period necessary to
take such action. Upon the exercise of this Option, the Company shall have the
right to require the Optionee or his successor to pay the Company the amount of
any taxes which the Company may be required to withhold with respect to such
exercise.
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4. Termination of Option
Except as herein otherwise stated, the option herein granted to the
extent not theretofore exercised shall terminate on the first to occur of the
following dates:
(a) The expiration of one month after the date on which Optionee
ceases to serve as a Director with the Company, unless (i) such termination is
by reasons of death or (ii) the Optionee dies during such one month period;
(b) In the event of Optionee's death while in the service of the
Company or during the one month period referred to in (a) above, his executors
or administrators may exercise, within one (1) year following the date of such
death, the option as to any of the shares subject thereto which have not
previously been exercised by Optionee during his lifetime; or
(c) October 25, 2006 being the expiration of ten (10) years from
the date of grant of this option.
5. Representation of Optionee
In the event Optionee exercises his right to purchase any or all of
the shares subject to the Option pursuant to written notice as provided in
Paragraph 3 thereof, such written notice shall provide the further written
representation and warranty of Optionee that, if Optionee exercises the Option
in whole or in a part at a time when there is not in effect under the Securities
Act of 1933 a registration statement relating to the shares issuable upon
exercise of the Option (and available for delivery a prospectus meeting the
requirements of Section 10(a)(3) of said Act), Optionee will acquire such shares
upon such exercise for the purpose of investment and not with a view toward
their resale or distribution, and that upon such exercise, Optionee will furnish
to Company a written statement to such effect, satisfactory to the Company in
form and substance. Any person or persons entitled to exercise such option under
the provisions hereof shall, upon each exercise of the Option at such time,
furnish to the Company a written statement to the same effect, satisfactory to
the Company in form and substance.
6. Reclassification, Consolidation or Merger
If and to the extent that the number of issued shares of common
stock of the Company shall be increased or reduced by change in par value,
split-up, reclassification, distribution of a dividend payable in stock or the
like, the number of shares subject to the incentive stock option, and the option
price per share, shall be proportionately adjusted. If the Company is
reorganized, consolidated or merged with another Corporation, Optionee shall be
entitled to receive options covering shares of such reorganized consolidated or
merged corporation in the same proportion, at an equivalent price, and subject
to the same conditions. For purposes of the preceding sentence, the excess of
the aggregate fair market value of the shares subject to the option immediately
after the reorganization, consolidation or merger over the aggregate option
price of such shares and the new option or assumption of the old option shall
2
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not give Optionee additional benefits which Optionee did not maintain under the
old option, or deprive Optionee of benefits which he maintained under such old
option.
7. Rights Prior to Exercise of Option
This option is nontransferable by Optionee, except in the event of
Optionee's death as provided in Paragraph 4(b) as hereinabove stated and, during
Optionee's lifetime, is exercisable only by Optionee. Optionee shall have no
rights as a stockholder with respect to the option shares until payment of the
option price in full and delivery to Optionee of such shares as herein provided.
No adjustment shall be made with respect to such shares for which the record
date is prior to the date such shares are issued to Optionee.
8. Binding Effect
This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective heirs, executors, administrators,
successors and assigns.
9. Captions
The captions and headings used in this Agreement are provided for
convenience purposes only and shall not limit, define or interpret the
provisions of same.
10. Counterparts and Several Execution
This Agreement may be executed in counterparts, which
counterparts, taken together and regardless of the date of execution of same,
shall constitute but one agreement, as if originally so drawn. For this purpose,
the date executed by the Company shall be deemed to be the effective date of
this Agreement.
3
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date executed by the Company hereinbelow.
"COMPANY"
SUPERIOR INDUSTTRIES INTERNATIONAL, INC.
Date: October 25, 1996 /s/ R. JEFFREY ORNSTEIN
_________________________________________
By: R. Jeffrey Ornstein
Its: Vice President & CFO
"OPTIONEE"
Date: October 25, 1996 By /s/ V. BOND EVANS
_______________________________________
V. Bond Evans
4
