-----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, B34ld2z9flRImAB1QD4seaQycpM7IxyVxZU6+0vsGw1V58PrYxAMB8kdXR1UqBcj 2o/LGvhuCSNO7MZm+CwqRg== 0001047469-03-011251.txt : 20030331 0001047469-03-011251.hdr.sgml : 20030331 20030331153718 ACCESSION NUMBER: 0001047469-03-011251 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030331 EFFECTIVENESS DATE: 20030331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEXCEL CORP /DE/ CENTRAL INDEX KEY: 0000717605 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] IRS NUMBER: 941109521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-104158 FILM NUMBER: 03630291 BUSINESS ADDRESS: STREET 1: TWO STAMFORD PLAZA STREET 2: 281 TRESSER BLVD., 16TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-969-0666 MAIL ADDRESS: STREET 1: TWO STAMFORD PLAZA STREET 2: 281 TRESSER BLVD., 16TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 S-8 1 a2107221zs-8.txt S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 2003 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 MANAGEMENT STOCK PURCHASE 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) ---------- CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Securities to be Amount to be Offering Price Aggregate Amount of Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Common Stock, par value $0.01 per share 200,000 $ 3.00 $ 600,000 $ 49
(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 Management Stock Purchase Plan (as amended, the "Plan"). By virtue of an amendment to the Plan, the number of shares issuable thereunder was increased by 200,000 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 March 26, 2003, within five business days prior to filing. The Registrant has previously registered an aggregate of 497,020 shares of its Common Stock, $0.01 par value, issuable under the Hexcel Corporation Management Stock Purchase Plan (as amended, the "Plan"). This Registration Statement is being filed pursuant to General Instruction E to Form S-8 to register an additional 200,000 shares issuable under the Plan. The Registrant hereby incorporates by reference Registrant's previous Form S-8 Registration Statements (File Nos. 333-36099, 333-83747 and 333-46476) relating to the Plan, as filed with the Securities and Exchange Commission (the "Commission") on September 22, 1997, July 26, 1999 and September 22, 2000. ITEM 8. EXHIBITS. 4.1 Restated Certificate of Incorporation of the Registrant dated June 3, 1996 (incorporated herein by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A dated July 9, 1996, Registration No. 1-08472). 4.2 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant dated March 19, 2003 (incorporated herein by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003). 4.3 Amended and Restated By-laws of the Registrant dated March 19, 2003 (incorporated herein by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003). 4.4 Hexcel Corporation Management Stock Purchase Plan, as amended and restated on March 19, 2003 (incorporated herein by reference to Exhibit 10.6(e) to the Registrant's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003). 5.1 Opinion of Ira J. Krakower, General Counsel of Hexcel Corporation, regarding legality of Common Stock covered by this Registration Statement. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Deloitte Touche Tohmatsu. 23.3 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. 333-36099, relating to the Hexcel Corporation Management Stock Purchase Plan (incorporated herein by reference to Registrant's Form S-8 Registration Statement, File No. 333-36099, dated July 26, 1999). 99.2 Registration Statement on Form S-8, Registration No. 333-83747, relating to the Hexcel Corporation Management Stock Purchase Plan (incorporated herein by reference to Registrant's Form S-8 Registration Statement, File No. 333-83747, dated July 26, 1999). 99.3 Registration Statement on Form S-8, Registration No. 333-46476, relating to the Hexcel Corporation Management Stock Purchase Plan (incorporated herein by reference to Registrant's Form S-8 Registration Statement, File No. 333-46476, dated July 26, 1999). 99.4 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 31st day of March, 2003. HEXCEL CORPORATION (Registrant) By: /s/ Ira J. Krakower --------------------------------- Ira J. Krakower Senior Vice President 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/ David E. Berges Chief Executive Officer; President; March 31, 2003 - ----------------------------- Director David E. Berges /s/ Stephen C. Forsyth Executive Vice President; Chief March 31, 2003 - ----------------------------- Financial Officer Stephen C. Forsyth /s/ William J. Fazio Controller; Principal Accounting March 31, 2003 - ----------------------------- Officer William J. Fazio /s/ Joel S. Beckman Director March 31, 2003 - ----------------------------- Joel S. Beckman /s/ H. Arthur Bellows, Jr. Director March 31, 2003 - ----------------------------- H. Arthur Bellows, Jr. /s/ James J. Gaffney Director March 31, 2003 - ----------------------------- James J. Gaffney /s/ Sanjeev K. Mehra Director March 31, 2003 - ----------------------------- Sanjeev K. Mehra /s/ Lewis Rubin Director March 31, 2003 - ----------------------------- Lewis Rubin /s/ Robert J. Small Director March 31, 2003 - ----------------------------- Robert J. Small /s/ Martin Solomon Director March 31, 2003 - ----------------------------- Martin Solomon
EXHIBIT INDEX EXHIBIT 4.1 Restated Certificate of Incorporation of the Registrant dated June 3, 1996 (incorporated herein by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A dated July 9, 1996, Registration No. 1-08472). 4.2 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant dated March 19, 2003 (incorporated herein by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003). 4.3 Amended and Restated By-laws of the Registrant dated March 19, 2003 (incorporated herein by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003). 4.4 Hexcel Corporation Management Stock Purchase Plan, as amended and restated on March 19, 2003 (incorporated herein by reference to Exhibit 10.6(e) to the Registrant's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003). 5.1 Opinion of Ira J. Krakower, General Counsel of Hexcel Corporation, regarding legality of Common Stock covered by this Registration Statement. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Deloitte Touche Tohmatsu. 23.3 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. 333-36099, relating to the Hexcel Corporation Management Stock Purchase Plan (incorporated herein by reference to Registrant's Form S-8 Registration Statement, File No. 333-36099, dated July 26, 1999). 99.2 Registration Statement on Form S-8, Registration No. 333-83747, relating to the Hexcel Corporation Management Stock Purchase Plan (incorporated herein by reference to Registrant's Form S-8 Registration Statement, File No. 333-83747, dated July 26, 1999). 99.3 Registration Statement on Form S-8, Registration No. 333-46476, relating to the Hexcel Corporation Management Stock Purchase Plan (incorporated herein by reference to Registrant's Form S-8 Registration Statement, File No. 333-46476, dated July 26, 1999). 99.4 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 3 a2107221zex-5_1.txt EXHIBIT 5.1 EXHIBIT 5.1 Hexcel Corporation Two Stamford Plaza 281 Tresser Blvd. Stamford, CT 06901 March 31, 2003 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 200,000 shares (the "Shares") of the common stock, par value $0.01 per share (the "Common Stock"), of the Company issuable upon satisfaction of the conditions applicable to the restricted stock units that may be granted under the Company's Management Stock Purchase 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 4 a2107221zex-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 reports dated February 28, 2003, except for notes 2 and 8 which are as of March 19, 2003, relating to the financial statements and financial statement schedule of Hexcel Corporation, which appear in Hexcel Corporation's Annual Report on Form 10-K/A for the year ended December 31, 2002. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP Stamford, CT March 31, 2003 EX-23.2 5 a2107221zex-23_2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 2, 2003 relating to the consolidated financial statements which appear in Hexcel Corporation's Annual Report on Form 10-K/A for the year ended December 31, 2002. /s/ Deloitte Touche Tohmatsu Deloitte Touche Tohmatsu Certified Public Accountants Ltd. Beijing, China March 31, 2003 -----END PRIVACY-ENHANCED MESSAGE-----