-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HK6ZhOq/fFEwpQZA0d6SlKqZaJLGjM9r/3+hL2j/vey2HqHX2GecRyE5z1h5dx/u pG24jsNHqw/vBCrK723OOQ== /in/edgar/work/0000912057-00-042360/0000912057-00-042360.txt : 20000927 0000912057-00-042360.hdr.sgml : 20000927 ACCESSION NUMBER: 0000912057-00-042360 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000922 EFFECTIVENESS DATE: 20000922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEXCEL CORP /DE/ CENTRAL INDEX KEY: 0000717605 STANDARD INDUSTRIAL CLASSIFICATION: [3460 ] IRS NUMBER: 941109521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46472 FILM NUMBER: 727569 BUSINESS ADDRESS: STREET 1: 281 TRESSER BOULEVARD STREET 2: TWO STAMFORD PLZ CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039690666 MAIL ADDRESS: STREET 1: 281 TRESSER BLVD. STREET 2: TWO STAMFORD PLAZA, 16TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901-8781 S-8 1 a2026361zs-8.txt FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2000 REGISTRATION NO. 333-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- HEXCEL CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 94-1109521 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) ---------------------------- TWO STAMFORD PLAZA 281 TRESSER BOULEVARD STAMFORD, CONNECTICUT 06901 (Address of Principal Executive Offices) (Zip Code) ----------------------- HEXCEL CORPORATION 1998 BROAD BASED INCENTIVE STOCK PLAN (Full Title of the Plan) ----------------------- IRA J. KRAKOWER, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY HEXCEL CORPORATION TWO STAMFORD PLAZA 281 TRESSER BOULEVARD STAMFORD, CONNECTICUT 06901 (203) 969-0666 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) COPIES TO: KIRK FORBECK CHIEF ACCOUNTING OFFICER HEXCEL CORPORATION 11711 DUBLIN BLVD. DUBLIN, CALIFORNIA 94568 (925) 551-4900 ----------------------- CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ====================== Title of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered (1) Offering Price Aggregate Registration Fee Registered Per Share(2) Offering Price(2) - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Common Stock, par value $0.01 per share 275,000 $13.63 $3,748,250 $990 ======================== ====================== ====================== ====================== ======================
(1) This registration statement (this "Registration Statement") covers additional shares of Common Stock of Hexcel Corporation (the "Registrant") which may be offered or sold from time to time pursuant to the Hexcel Corporation 1998 Broad Based Incentive Stock Plan (as amended, the "Plan"). By virtue of an amendment to the Plan, the number of shares issuable thereunder was increased by 275,000 shares. Pursuant to Rule 416, this Registration Statement also covers such indeterminable number of additional shares of the Registrant's Common Stock as may be issuable pursuant to the antidilution provisions of the Plan. (2) Estimated solely for the purpose of calculating the registration fee. The aggregate offering price has been computed pursuant to Rules 457(c) and 457(h) promulgated under the Securities Act of 1933, as amended on the basis of the average of the high and low sale prices of the Registrant's Common Stock as reported on the New York Stock Exchange Composite Tape on September 19, 2000, within five business days prior to filing. The Registrant has previously registered 500,000 shares of its Common Stock, $0.01 par value, issuable under the Hexcel Corporation 1998 Broad Based Incentive Stock Plan (as amended, the "Plan"). This Registration Statement is being filed pursuant to General Instruction E to Form S-8 to register an additional 275,000 shares issuable under the Plan. The Registrant hereby incorporates by reference Registrant's previous Form S-8 Registration Statement (File No. 333-57223) relating to the Plan, as filed with the Securities and Exchange Commission (the "Commission") on June 19, 1998. ITEM 8. EXHIBITS. 4.1 Restated Certificate of Incorporation of the Registrant dated June 3, 1996 (filed as Exhibit 1 to the Registrant's Registration Statement on Form 8-A dated July 9, 1996 and incorporated herein by reference). 4.2 Restated By-laws of the Registrant dated May 23, 1996 (filed as Exhibit 2 to the Registrant's Registration Statement on Form 8-A dated July 9, 1996 and incorporated herein by reference). 4.3 Hexcel Corporation 1998 Broad Based Incentive Stock Plan, as amended February 3, 2000 (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000). 5.1 Opinion of Ira J. Krakower, General Counsel of Hexcel Corporation, regarding legality of Common Stock covered by this Registration Statement. 99.1 Consent of PricewaterhouseCoopers LLP. 99.2 Consent of Ira J. Krakower (included in Exhibit 5.1). 24.1 Power of Attorney (included on the signature page of this Registration Statement). 99.1 Registration Statement on Form S-8, Registration No. 333-57223, relating to the Hexcel Corporation 1998 Broad Based Incentive Stock Plan (incorporated herein by reference to Registrant's Form S-8 Registration Statement, Registration No. 333-57223, dated June 19, 1998). 99.2 Strategic Alliance Agreement dated as of September 29, 1995 among Hexcel Corporation, Ciba-Geigy Limited and Ciba-Geigy Corporation (incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K dated as of October 13, 1995). SIGNATURES Pursuant to the requirements of the Securities Act, 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 Stamford, State of Connecticut, on the 22nd day of September, 2000. HEXCEL CORPORATION (Registrant) By: /s/ IRA J. KRAKOWER Ira J. Krakower Senior Vice President, General Counsel and Secretary KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ira J. Krakower, his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this registration statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in all capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ JOHN J. LEE Chief Executive Officer; Director September 22, 2000 - ----------------------------- John J. Lee /s/ HAROLD E. KINNE President; Chief Operating Officer; September 22, 2000 - ----------------------------- Director Harold E. Kinne /s/ STEPHEN C. FORSYTH Executive Vice President; Chief September 22, 2000 - ----------------------------- Stephen C. Forsyth Financial Officer /s/ KIRK FORBECK Controller; Principal Accounting September 22, 2000 - ----------------------------- Kirk Forbeck Officer /s/ ROBERT S. EVANS Director September 22, 2000 - ----------------------------- Robert S. Evans /s/ MARSHALL S. GELLER Director September 22, 2000 - ----------------------------- Marshall S. Geller /s/ WALTER D. HOSP Director September 22, 2000 - ----------------------------- Walter D. Hosp /s/ JOHN J. MCGRAW Director September 22, 2000 - ----------------------------- John J. McGraw /s/ MARTIN RIEDIKER Director September 22, 2000 - ----------------------------- Martin Riediker /s/ LEWIS RUBIN Director September 22, 2000 - ----------------------------- Lewis Rubin /s/ MARTIN SOLOMON Director September 22, 2000 - ----------------------------- Martin Solomon
EXHIBIT INDEX EXHIBIT 4.1 Restated Certificate of Incorporation of the Registrant dated June 3, 1996 (filed as Exhibit 1 to the Registrant's Registration Statement on Form 8-A dated July 9, 1996 and incorporated herein by reference). 4.2 Restated By-laws of the Registrant dated May 23, 1996 (filed as Exhibit 2 to the Registrant's Registration Statement on Form 8-A dated July 9, 1996 and incorporated herein by reference). 4.3 Hexcel Corporation 1998 Broad Based Incentive Stock Plan, as amended February 3, 2000 (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000). 5.1 Opinion of Ira J. Krakower, General Counsel of Hexcel Corporation, regarding legality of Common Stock covered by this Registration Statement. 99.1 Consent of PricewaterhouseCoopers LLP. 99.2 Consent of Ira J. Krakower (included in Exhibit 5.1). 99.1 Power of Attorney (included on the signature page of this Registration Statement). 99.1 Registration Statement on Form S-8, Registration No. 333-57223, relating to the Hexcel Corporation 1998 Broad Based Incentive Stock Plan (incorporated herein by reference to Registrant's Form S-8 Registration Statement, Registration No. 333-57223, dated June 19, 1998). 99.2 Strategic Alliance Agreement dated as of September 29, 1995 among Hexcel Corporation, Ciba-Geigy Limited and Ciba-Geigy Corporation (incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K dated as of October 13, 1995). EX-5.1 2 a2026361zex-5_1.txt EXHIBIT 5.1 EXHIBIT 5.1 Hexcel Corporation Two Stamford Plaza 281 Tresser Blvd. Stamford, CT 06901 September 22, 2000 Hexcel Corporation Two Stamford Plaza 281 Tresser Boulevard Stamford, Connecticut 06901 Re: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: I am General Counsel of Hexcel Corporation, a Delaware corporation (the "Company"), and am furnishing this opinion in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement"), relating to the issuance and sale of up to an additional 275,000 shares (the "Shares") of the common stock, par value $0.01 per share (the "Common Stock"), of the Company issuable upon exercise of options and stock awards that may be granted under the Company's 1998 Broad Based Incentive Stock Plan (as amended, the "Plan"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act"). I have examined originals or copies, certified or otherwise identified to my satisfaction, of (a) the Registration Statement, (b) the Plan, (c) a specimen certificate evidencing the Common Stock, (d) the Restated Certificate of Incorporation of the Company, as amended to date, (e) the Amended and Restated By-Laws of the Company, as amended to date, (f) certain resolutions of the Board of Directors of the Company relating to, among other things, the Plan, and (g) such other documents as I deemed necessary or appropriate as a basis for the opinions set forth below. In making my examination of documents executed by parties other than the Company, I have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. In rendering the opinion set forth below, I have assumed that (i) the certificates representing the Shares will be manually signed by one of the authorized officers of the transfer agent and registrar for the Common Stock and registered by such transfer agent and registrar and will conform to the specimen thereof examined by me and (ii) prior to the issuance of any Shares, the Company and the relevant grantee will have duly entered into award agreements ("Award Agreements") in accordance with the terms of the Plan. I am admitted to the Bar of the State of New York, and I do not express any opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware. Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly and validly authorized for issuance and, when delivered and paid for in accordance with the terms of the Plan and the Award Agreements, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission (the "Commission") as Exhibit 5.1 to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules or regulations of the Commission thereunder. Very truly yours, /s/ Ira J. Krakower Ira J. Krakower EX-23.1 3 a2026361zex-23_1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 18, 2000, except as to the Senior Credit Facility in Note 7 which is as of March 7, 2000 relating to the consolidated financial statements, which appear in Hexcel Corporation's Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP San Jose, California September 19, 2000 -----END PRIVACY-ENHANCED MESSAGE-----