-----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, DHKL2i5OYxNvtk/nxU2xdJJpKuN/cc3Itrs16FQCXvaor/17nhoH4g2Q0SczurSA tmhCc6PApPz9UtKv54C92g== 0000950124-96-003095.txt : 19960716 0000950124-96-003095.hdr.sgml : 19960716 ACCESSION NUMBER: 0000950124-96-003095 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960712 EFFECTIVENESS DATE: 19960731 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAYES WHEELS INTERNATIONAL INC CENTRAL INDEX KEY: 0000893670 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133384636 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-08079 FILM NUMBER: 96594401 BUSINESS ADDRESS: STREET 1: 38481 HURON RIVER DR CITY: ROMULUS STATE: MI ZIP: 48174 BUSINESS PHONE: 3139412000 MAIL ADDRESS: STREET 1: 38481 HURON RIVER DR CITY: RONULUS STATE: MI ZIP: 48174 S-8 1 FORM S-8 1 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- HAYES WHEELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 13-3384636 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 38481 HURON RIVER DRIVE 48174 ROMULUS, MICHIGAN (Zip Code) (Address of Principal Executive Offices) -------------------------- HAYES WHEELS INTERNATIONAL, INC. EMPLOYEE RETIREMENT SAVINGS PLAN FOR SAVINGS PLAN SAVINGS PLAN REPRESENTED EMPLOYEES (Full Title of Plan) (Full Title of Plan) (Full Title of Plan) -------------------------- DANIEL M. SANDBERG, ESQ. 38481 HURON RIVER DRIVE ROMULUS, MICHIGAN 48174 (Name and address of agent for service) (313) 941-2000 (Telephone number, including area code of agent for service) -------------------------- Copy to: ROBERT B. PINCUS, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM ONE RODNEY SQUARE WILMINGTON, DELAWARE 19899 (302) 651-3000 ------------------------------------- CALCULATION OF REGISTRATION FEE -------------------------------------
PROPOSED PROPOSED MAXIMUM TITLE OF MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION BE REGISTERED REGISTERED PER SHARE* PRICE* FEE ------------- ------------ -------------- --------- ------------ Common Stock, 1,000,000 $30.875 $30,875,000 $10,646.55 $.01 par value Shares
- ----------------- * Estimated solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices per share of the Registrant's Common Stock as reported in the on the NASDAQ National Market for July 9, 1996, in accordance with Rule 457(c) promulgated under the Securities Act of 1933. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. ================================================================================ 2 PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Note: The document(s) containing the information concerning the Employee Savings Plan, Retirement Savings Plan and the Savings Plan For Represented Employees (collectively, the "Plans"), required by Item 1 of this Form and the statement of availability of registrant information, and other information required by Item 2 of this Form will be sent or given to participants as specified by Rule 428(b)(1). In accordance with Rule 428 and the requirements of Item 1 of Form S-8, such documents are not being filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file. Shares of the Registrant's Common Stock to be purchased for the Plans will be purchased in the open market by the Trustee of the Plans. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents have been filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to either the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are hereby incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the year ended January 31, 1996, including the financial statements contained therein; (b) The Registrant's Amended Annual Report on Form 10-K/A for the Fiscal Year Ended January 31, 1996, filed on June 28, 1996; (c) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1996. (d) The Registrant's Current Reports on Form 8-K dated June 25, 1996 and July 11, 1996. (e) The Registrant's Registration Statement on Form S-4 (Registration No. 333-04909), including the description of the Registrant's Common Stock contained in the Joint Proxy Statement/Prospectus constituting a part thereof. (f) All documents filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (prior to the filing of a post-effective amendment which indicates that all securities offered 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 filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified of superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference herein, modifies or supersedes such 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. Item 4. DESCRIPTION OF SECURITIES. Not applicable. 4 Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Set forth below is a description of certain provisions of the By-laws (the "By-laws") of the Company and the General Corporation Law of the State of Delaware (the "DGCL"), as such provisions relate to the indemnification of the directors and officers of the Company. This description is intended only as a summary and is qualified in its entirety by reference to the Restated Certificate of Incorporation, the By-laws and the DGCL. Section 145 of the General Corporation Law of Delaware empowers a corporation to indemnify any person who was or is a party or witness or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reasons of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. Depending on the character of the proceeding, a corporation may indemnify against expenses, costs and fees (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. If the person indemnified is not wholly successful in such action, suit or proceeding, but is successful, on the merits or otherwise, in one or more but less than all claims, issues or matters in such proceeding, he or she may be indemnified against expenses actually and reasonably incurred in connection with each successfully resolved claim, issue or matter. In the case of an action or suit by or in the right of the corporation, no indemnification may be made in respect to any claim, issue or matter as to 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 that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 provides that, to the extent a director, officer, employee or agent of a corporation has been successful in the defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or manner therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. The Company's By-laws provide for indemnification by the Company of its directors and officers to the full extent permitted by the DGCL. Pursuant to Section 145 of the DGCL, the Company will purchase insurance on behalf of its present and former directors and officers against liabilities asserted against or incurred by them in such capacity or arising out of their status as such. 5 The Company has entered into or intends to enter into indemnification agreements with each of its executive officers and directors pursuant to which the Company will agree to indemnify such individuals to the extent permitted under Delaware law. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit Title 4.1 Hayes Wheels International, Inc. Employee Savings Plan (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8 (Registration No. 33-71708). 4.2 Hayes Wheels International, Inc. Retirement Savings Plan (incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8 (Registration No. 33-71708). 4.3 First Amendment, dated April 7, 1995, to Hayes Wheels International, Inc. Retirement Savings Plan 4.4 Hayes Wheels International, Inc. Savings Plan for Represented Employees (incorporated by reference to Exhibit 4.5 to the Registrant's Registration Statement on Form S-8 (Registration No. 33-71708). 4.5 First Amendment, dated May 19, 1995, to Hayes Wheels International, Inc. Savings Plan for Represented Employees 24(a) Consent of KPMG Peat Marwick, independent certified public accountants. 25 Powers of Attorney -- contained on signature pages. The Registrant will submit or has submitted the Plans and any amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plans. 6 Item 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (a) RULE 415(A) UNDERTAKINGS (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; (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, represent a fundamental change in the information set forth in the Registration Statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (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 (a)(l)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 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) RULE 415(B) UNDERTAKING The undersigned Registrant hereby undertakes that, for the purpose 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 7 (c) RULE 415(H) UNDERTAKING Insofar as indemnification for liabilities arising under the-Securities Act 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 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. 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, there unto duly authorized, in the City of Romulus, State of Michigan, on July 12, 1996. HAYES WHEELS INTERNATIONAL, INC. By: /s/ Ranko Cucuz ----------------------------------- Ranko Cucuz Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY Each person whose signature below appoints Daniel M. Sandberg and Barry J. Miller, and each of them, as his attorney-in-fact and agent, with full power of substitution and resubstitution, to sign and file with the Securities and Exchange Commission any amendments to this Registration Statement (including post-effective amendments) and to file with the Securities and Exchange Commission one or more supplements to any prospectus included in any of the foregoing, and generally to do anything else necessary and proper in connect) therewith. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Name Title Date /s/ Ranko Cucuz Chairman of the Board of Directors July 12, 1996 - ------------------------- and Chief Executive Officer; President; Ranko Cucuz /s/ Timothy J. Clark - -------------------------- Director July 12, 1996 Timothy J. Clark - -------------------------- Director July 12, 1996 Cleveland A. Christophe
9 - -------------------------- Director July 12, 1996 Peter A. Joseph - -------------------------- Director July 12, 1996 Paul S. Levy /s/ John S. Rodewig - -------------------------- Director July 12, 1996 John S. Rodewig /s/ Marcos A. Rodriguez - -------------------------- Director July 12, 1996 Marcos A. Rodriguez /s/ Kenneth L. Way - -------------------------- Director July 12, 1996 Kenneth L. Way /s/ William D. Shovers Vice President--Finance; July 12, 1996 - -------------------------- Principal Financial William D. Shovers Officer and Principal Accounting Officer 10 TRUSTEE SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefits plans) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Romulus, State of Michigan, on July 12, 1996. EMPLOYEE SAVINGS PLAN By: /s/ Kurt Suckow --------------------------- Name: Kurt Suckow Title: Plan Administrator RETIREMENT SAVINGS PLAN By: /s/ Kurt Suckow --------------------------- Name: Kurt Suckow Title: Plan Administrator SAVINGS PLAN FOR REPRESENTED EMPLOYEES By: /s/ Kurt Suckow --------------------------- Name: Kurt Suckow Title: Plan Administrator 11 EXHIBIT INDEX Exhibit Title ------- ---------- 4.1 Hayes Wheels International, Inc. Employee Savings Plan (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8 (Registration No. 33-71708). 4.2 Hayes Wheels International, Inc. Retirement Savings Plan (incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8 (Registration No. 33-71708). 4.3 First Amendment, dated April 7, 1995, to Hayes Wheels International, Inc. Retirement Savings Plan 4.4 Hayes Wheels International, Inc. Savings Plan for Represented Employees (incorporated by reference to Exhibit 4.5 to the Registrant's Registration Statement on Form S-8 (Registration No. 33-71708). 4.5 First Amendment, dated May 19, 1995, to Hayes Wheels International, Inc. Savings Plan for Represented Employees 24(a) Consent of KPMG Peat Marwick, independent certified public accountants. 25 Powers of Attorney -- contained on signature pages. EX-4.3 2 EXHIBIT 4.3 1 EXHIBIT 4.3 FIRST AMENDMENT TO THE HAYES WHEELS INTERNATIONAL, INC. RETIREMENT SAVINGS PLAN A. Hayes Wheels International, Inc. (the "Employer") currently maintains the Hayes Wheels International, Inc. Retirement Savings Plan (the "Plan") for its eligible employees and the eligible employees of certain related companies. B. The Company is establishing a retirement plan under Canadian law for certain employees who are residing in Canada and therefore desires to amend the Plan, effective as of March 30, 1995, to exclude such employees from participation under the Plan. THEREFORE, pursuant to Section 12.01 of the Plan and in accordance with authority granted by the Board of Directors of the Company on March 29, 1995, the Plan is amended as set forth below effective as of March 30, 1995. 1. SECTION 2.01 OF THE PLAN IS AMENDED TO READ AS FOLLOWS: 2.01 Eligibility and Membership (a) Each member of the Prior Plan on December 31, 1992 automatically shall become a Member as of January I, 1993, provided he is then an Employee. (b) Except as provided in (c) below, each Employee who is not a Member on January 1, 1993, including any Employee hired on or after such date, shall become a Member on the first Enrollment Date that coincides with or immediately follows 30 days of employment (counting the day the employee first performs an Hour of Service as the first day of employment), provided he is an Employee on the applicable Enrollment Date. (c) Notwithstanding (a) and (b) above, effective on and after March 30, 1995, Employees who are non-resident aliens shall not be eligible for membership in the Plan. Any Employee who on March 30, 1995 is a non-resident alien and is a Member shall become an inactive Member as of March 31, 1995. Such inactive Members shall not be eligible to make Deferred Contributions under Section 3.01 or be eligible to receive any Employer Contributions under Section 3.02 on or after March 31, 1995, but in all other respects shall retain such rights as granted other Members under the Plan until termination of membership in accordance with Section 2.06 below. 2. Except as hereby amended, the Plan remains in full force and effect. This amendment is signed on April 7, 1995 HAYES WHEELS INTERNATIONAL, INC. By /s/ Larry Karenko ----------------------------------- Its: Vice President -- Human Resources /s/ Kristi D. Johnson - ------------------------------------- Witness EX-4.5 3 EXHIBIT 4.5 1 EXHIBIT 4.5 FIRST AMENDMENT TO THE HAYES WHEELS INTERNATIONAL, INC. SAVINGS PLAN FOR REPRESENTED EMPLOYEES AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1993 A. Hayes Wheels International, Inc. (the "Company") maintains the Hayes Wheels International, Inc. Savings Plan For Represented Employees for its eligible employees (the "Plan"). B. The Company desires to amend the Plan to increase the maximum pre-tax contributions that may be made to the Plan by participants who are employed at the Romulus plant, effective as of July 1, 1995. THEREFORE, pursuant to Section XII of the Plan and in accordance with authority granted by the Board of Directors of the Company on March 29, 1995, the Plan is amended as set forth below effective as of July 1, 1995. 1. Paragraph 5 of Appendix B of the Plan is amended to read as follows: 5. Deferred Contributions - The allowable Member Contributions pursuant to Section 3.01 are: (a) Basic Deferred Contributions - None. (b) Supplemental Deferred Contributions - On and after July 1, 1995, an integral percentage from one percent (1%) to fifteen percent (15%) of the Member's Compensation as elected by the Member. 2. EXCEPT AS AMENDED, IN THIS FIRST AMENDMENT, THE PLAN REMAINS IN EFFECT. This First Amendment is signed on May 19, 1995. HAYES WHEELS INTERNATIONAL, INC. By /s/ Larry Karenko ---------------------------------- Its: Vice President -- Human Resources /s/ Thomas J. Noteman - ----------------------------------- Witness EX-24.(A) 4 EXHIBIT 24(A) 1 EXHIBIT 24(A) CONSENT OF KPMG PEAT MARWICK LLP The Board of Directors Hayes Wheels International, Inc.: We consent to the use of our report dated February 23, 1996 except as to Note 17, which is as of March 28, 1996, related to the consolidated balance sheets of Hayes Wheels International, Inc. and subsidiaries as of January 31, 1996 and 1995, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended January 31, 1996, incorporated herein by reference in Form S-8. Our report refers to a change from the LIFO method of valuing inventory to the FIFO method and the adoption of the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes", SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" and SFAS No. 112, "Employers' Accounting for Postemployment Benefits". /s/ KPMG PEAT MARWICK LLP Detroit, Michigan July 12, 1996 -----END PRIVACY-ENHANCED MESSAGE-----