S-8

As filed with the Securities and Exchange Commission on November 10, 2008

Registration No. 333-

UNITED STATES

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 Incorporation or Organization)	(I.R.S. Employer Identification No.)

7800 Woodley Avenue

Van Nuys, California 91406

(818) 781-4973

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Superior Industries International, Inc. 2008 Equity Incentive Plan

(Full title of Plan)

Robert A. Earnest

Superior Industries International, Inc.

7800 Woodley Avenue

Van Nuys, California 91406

(818) 902-2585

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ    Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

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CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount To  Be Registered(1)(2)	Proposed Maximum  Offering Price  Per Share(3)	Proposed Maximum  Aggregate Offering Price(3)(4)	Amount of  Registration Fee(1)(3)
Common Stock (no par value) issuable under the Superior Industries International, Inc. 2008 Equity Incentive Plan Registration Fee Offset(4)    TOTAL	3,500,000	$13.78	$48,230,000		$1,895.44           ($1,184.68) $  710.76

 (1) This registration statement is (a) a new registration statement; and (b) a Post-Effective Amendment No. 1 to the Registrant’s registration statement on Form S-8 File No. 333-107380, as filed with the Securities and Exchange Commission on July 28, 2003 (the “2003 Registration Statement”).  The 3,500,000 shares being registered hereby includes 346,351 shares issuable under the Superior Industries International, Inc. 2003 Equity Incentive Plan (the “2003 Plan”) previously registered for sale by the 2003 Registration Statement, but which were unused and unsold.  As a result, the registration fees paid with respect to the 2003 Registration Statements are being carried over to this registration statement in accordance with Rule 457(p) under the Securities Act of 1933, as amended.

(2)   Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of Registrant’s common stock that become issuable under the 2008 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s common stock.

(3) The registration fee payable for 3,153,649 shares of the 3,500,000 shares being registered hereby under the 2008 Equity Incentive Plan is estimated pursuant to Rule 457(h) of the Securities Act of 1933. The price per share and aggregate offering price for such shares are based on the average of the high and low prices of shares of the Registrant’s Common Stock reported on the New York Stock Exchange on November 6, 2008.

(4)   The registration fee payable for 346,351 shares of the 3,500,000 being registered hereby under the 2008 Equity Incentive Plan was previously paid with the 2003 Registration Statement. The calculation of the 2003 Registration Statement fees paid and being applied to this registration statement are as set forth below.

Offering

Maximum

Amount of

Number of

Price per

Aggregate

Registration

Date

Total Shares

Shares

Share Paid

Offering Price

Fee Paid for

Registration

Registration

Plan Under Which

Originally

Carried

On Shares

For Shares

Shares

Statement Filed

Statement

Shares Registered

Registered

Over

Carried Over

Carried Over

Carried Over

July 28, 2003

333-107380

Superior Industries International, Inc. 2003 Equity Incentive Plan

3,000,000

346,351

$

42.28

(A)

$

14,643,720

$1,184.68

Total

3,000,000

346,351

$

14,643,720

$1,184.68

(A)  Estimated solely for the purpose of computing the registration fee of the 2003 Registration Statement as the average of the high and low prices of the Common Stock reported on the New York Stock Exchange on July 22, 2003 pursuant to Rule 457(h) and Rule 457(c) of the Securities Act of 1933, as amended

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TABLE OF CONTENTS

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 10.2
EXHIBIT 23.1

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PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Superior Industries International, Inc. (the “Registrant”) has filed this registration statement to register under the Securities Act of 1933, as amended, the offer and sale of 3,500,000 shares of common stock issuable pursuant to the Registrant’s 2008 Equity Incentive Plan.  The 2008 Equity Incentive Plan was approved and adopted at the Registrant’s 2008 Annual Meeting of Stockholders held on May 30, 2008.  The 3,500,000 shares issuable under the 2008 Equity Incentive Plan is, for purposes of calculation of the fees under this registration statement, comprised of:

346,351 shares carried over from the 2003 Plan to the 2008 Equity Incentive Plan (as further described below); and

3,153,649 additional shares.

The Registrant desires to carry over to this registration statement an aggregate of346,351 shares registered pursuant to the 2003 Registration Statement, as defined in Note 1 above, and for which a registration fee has previously been paid.

The 346,351 shares carried over from the 2003 Registration Statements are no longer available for new awards under the 2003 Plan, which plan was terminated as to future grants on the date of the 2008 Annual Meeting of Stockholders.

Consequently, in accordance with applicable SEC rules, (1) the Registrant is carrying over from the 2003 Registration Statement and registering the offer and sale of 346,351 shares of common stock under the 2008 Equity Incentive Plan pursuant to this registration statement; (2) $1,184.68 of the total registration fee for the shares being registered under the 2008 Equity Incentive Plan pursuant to this registration statement is being carried over from the 2003 Registration Statement; and (3) the 2003 Registration Statement is being amended on a post-effective basis to reflect the transfer of an aggregate of 346,351 shares to this registration statement.

Item 3.                      INCORPORATION OF DOCUMENTS BY REFERENCE

The Registrant hereby incorporates by reference the following documents which have previously been filed with the Commission (File No. 001-06615) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

(a)           Annual Report on Form 10-K for the fiscal year ended December 31, 2007, including all material incorporated by reference therein;

(b)           All other reports filed by the Registrant pursuant to sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; and

(c)           The description of the classes of securities offered hereby which is contained in a Registration Statement on Form 8-B dated June 15, 1994, setting forth a description of the Registrant’s common stock, filed under the Exchange Act, including any amendment or report filed for the purpose of updating such descriptions.

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All other documents filed (not furnished) by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and 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 in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement made 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 is also 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

Not applicable.

Item 5.                      INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

Item 6.                      INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 317 of the California General Corporate Law (the “CGCL”) grants each corporation incorporated thereunder, such as the Registrant, 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 Registrant’s Restated Articles of Incorporation contain provisions eliminating the liability of the directors for monetary damages to the fullest extent permissible under California law.

The Registrant’s Restated Bylaws provide that each person who is or was a director or officer of the Registrant shall be indemnified by the Registrant to the fullest extent authorized by the CGCL. Further, the Registrant has entered into an Indemnification Agreement with each of its directors and executive officers. These agreements provide for indemnification of such individuals in cases where indemnification under the Registrant’s Restated Articles of Incorporation or Bylaws might not otherwise be available.

The Registrant 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.

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Item 8.                      EXHIBITS

Exhibit Number                                           Description

5.1 Opinion of Counsel of Superior Industries International, Inc.

10.1 Superior Industries International, Inc. 2008 Equity Incentive Plan (incorporated herein by this reference as Exhibit A to the Form DEF 14A filed with the SEC on April 28, 2008)

10.2 Form of Stock Option Agreement Pursuant to Plan

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of Counsel (included in Exhibit 5.1)

24.1 A power of attorney is set forth on the signature page of the Registration Statement

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ITEM  9.                      UNDERTAKINGS

(a) The Registrant hereby undertakes:

(1) To file, during any period in which offers 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, as amended (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. 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 end 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 greater than a 20% 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 (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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 purposes 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 such securities at that time shall be deemed to be the initial bonafide offering thereof; and

(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 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 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the 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 Securities Act and is, therefor, 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 Securities Act and will be governed by final adjudication of such issue.

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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 of the requirements of filing of 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, State of California on November 10, 2008.

     SUPERIOR INDUSTRIES INTERNATIONAL, INC.

     By:   /s/ Steven J. Borick          

     Steven J. Borick

     Chairman, Chief Executive Officer and President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Robert A. Earnest and Mr. Steven J. Borick, 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 or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite 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 by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Louis L. Borick	Founding Chairman and Director	November 3, 2008
Louis L. Borick
	Chairman, Chief Executive Officer and President   (Principal Executive Officer)	November 3, 2008
/s/ Steven J. Borick
Steven J. Borick
	Chief Financial Officer (Principal Financial Officer)	November 10, 2008
/s/ Erika H. Turner
Erika H. Turner
	Vice President and Corporate Controller (Principal Accounting Officer)	November 10, 2008
/s/ Emil J. Fanelli
Emil J. Fanelli
	Lead Director	November 4, 2008
/s/ Sheldon I. Ausman
Sheldon I. Ausman
	Director	November 6, 2008
/s/ Phillip W. Colburn
Philip W. Colburn
	Director	November 6, 2008
/s/ Margaret S. Dano
Margaret S. Dano
	Director	November 4, 2008
/s/ V. Bond Evans
V. Bond Evans
	Director	November 4, 2008
/s/ Michael J. Joyce
Michael J. Joyce
	Director	November 6, 2008
/s/ Francisco S. Uranga
Francisco S. Uranga

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Exhibit Index

Exhibit Number                                           Description

5.1 Opinion of Counsel of Superior Industries International, Inc.

10.1 Superior Industries International, Inc. 2008 Equity Incentive Plan (incorporated herein by this reference as Exhibit A to the Form DEF 14A filed with the SEC on April 28, 2008)

10.2 Form of Stock Option Agreement Pursuant to Plan

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of Counsel (included in Exhibit 5.1)

24.1 A power of attorney is set forth on the signature page of the Registration Statement

9

EX-5.1

Exhibit 5.1

[Manatt, Phelps & Phillips, LLP Letterhead]

November 10, 2008

Superior Industries International, Inc.

7800 Woodley Avenue

Van Nuys, CA 91406

Re: Superior Industries International, Inc. 2008 Equity Incentive Plan (the “Plan”)

Ladies and Gentlemen:

At the request of Superior Industries International, Inc. (the “Registrant”), we have examined the Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Registrant with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of up to 3,500,000 shares of the Registrant’s common stock, no par value (the “Shares”), that may be issued in the aggregate under the Plan.

In rendering this opinion, we have reviewed only such questions of law as we have deemed necessary or appropriate for the purpose of rendering the opinions set forth herein.  For the purpose of rendering such opinions, we have been furnished with and examined only the following documents:

1. The Restated Articles of Incorporation of the Registrant.

2. The Bylaws of the Registrant, as amended.

3. The Registration Statement.

4. Records of proceedings of the Board of Directors and stockholders of the Registrant pertaining to the Plan.

5. The Plan.

With respect to all of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies.  We also have obtained from the officers of the Registrant certificates as to such factual matters as we consider necessary for the purpose of this opinion, and insofar as this opinion is based on such matters of fact, we have relied on such certificates.

Based upon the foregoing, we are of the opinion that the Shares, when issued, sold and delivered in the manner and in accordance with the terms of the Plan and the Registration Statement, will be validly issued, fully paid and non-assessable.

This opinion is issued to you solely for use in connection with the Registration Statement and is not to be quoted or otherwise referred to in any financial statements of the Registrant or in any related document, nor is it to be filed with or furnished to any government agency or other person, without our prior written consent.

This opinion is limited to the current laws of the State of California, including statutory provisions, the provision of the California constitution and present judicial interpretations thereof and to facts as they presently exist.  In rendering this opinion, we have no obligation to revise or supplement it should the current laws of the State of California be changed by legislative action, judicial decision or otherwise.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement which is being filed on behalf of the Registrant in connection with the registration of the aforementioned Shares under the Act.  In giving such consent, we do not hereby admit that we are in the category of “persons” whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Manatt, Phelps & Phillips, LLP

Manatt, Phelps & Phillips, LLP

EX-10.2

Exhibit 10.2

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

2008 EQUITY INCENTIVE PLAN

NOTICE OF STOCK OPTION GRANT AND AGREEMENT

Name:	Option Number:
Address:	Plan Name:	2008 Equity Incentive Plan
Employee ID:

Effective __________, 20__, (“Grant Date”), you have been granted non-qualified stock option to purchase ___________( ________) shares of Superior Industries International, Inc. common stock at an Exercise Price of $ ______ per share pursuant to the Superior Industries International, Inc. 2008 Equity Incentive Plan (the “Plan”).  Except as otherwise defined herein, terms with initial capital letters shall have the same meanings set forth in the Plan.  A copy of the Plan is attached to this Notice and Agreement or was previously provided to you.  The terms and conditions of the Plan are incorporated herein by this reference.

[Example vesting schedule: Subject to the terms and conditions of the Plan, this Option shall vest over a period of four (4) years beginning on the Grant Date.  On each anniversary of the Grant Date during this four-year period, 25% of the shares that may be purchased under this Option shall become vested and this Option shall be exercisable with respect to the vested shares.]  This Option shall expire and shall no longer be exercisable ten (10) years from the Grant Date.

By accepting this grant and exercising any portion of the Option, you represent that you: (i) agree to the terms and conditions of this Notice and Agreement and the Plan; (ii) have reviewed the Plan and this Notice and Agreement in their entirety, and have had an opportunity to obtain the advice of legal counsel and/or your tax advisor with respect thereto; (iii) fully understand and accept all provisions hereof; (iv) agree to accept as binding, conclusive, and final all of the Administrator’s decisions regarding, and all interpretations of, the Plan and this Notice and Agreement; and (v) agree to notify the Company upon any change in your home address indicated above.

Please return a signed copy of this Notice of Stock Option Grant and Agreement to [insert contact name and address of the Registrant], and retain a copy for your records.

Dated:

For SUPERIOR INDUSTRIES INTERNATIONAL, INC.

[Insert Title]

AGREED AND ACCEPTED:

Dated:

[Insert Employee Name]

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reportdated March 31, 2008 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in the Superior Industries International, Inc. Annual Report on Form 10-K for the year ended December 30, 2007.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

November 10, 2008