AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5,
1996 --------------------REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ECHLIN INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-0330448
- ----------- ----------
(State of incorporation) (I.R.S.
Employer
Identification
Number)
100 DOUBLE BEACH ROAD
BRANFORD, CONNECTICUT 06405
(203-481-5751)
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
--------------------------
JON P. LECKERLING
VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
100 DOUBLE BEACH ROAD
BRANFORD, CONNECTICUT 06405
(203-481-5751)
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public: from time to time after this Registration Statement
becomes effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, check the following box. / /
If any of the Securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. /X/
--------------------------
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed
Title of maximum maximum Amount
each class Amount offering aggregate of
of securities to be price offering registration
to be registered registered per unit (1) price(1) fee
- -----------------------------------------------------------------
Common Stock, 511,001 $33.00 $16,863,033 $5,815
par value $1.00 per share
=================================================================
(1) Estimated solely for the purpose of determining the
registration fee in accordance with Rule 457(c) under the
Securities Act of 1933.
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
=================================================================
ECHLIN INC.
CROSS REFERENCE SHEET
---------------------
ITEM NUMBER AND CAPTION IN
CAPTION IN FORM S-3 PROSPECTUS
- ------------------- ----------
1. Forepart of Registration Facing Page of
Statement and Outside Front Registration
Cover Page of Prospectus Statement
and Cover Page
2. Inside Front and Outside Back Inside Cover Page;
Cover Pages of Prospectus Available
Information;
Incorporation of
Certain Documents by
Reference
3. Summary Information, Risk The Company
Factors and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds *
5. Determination of Offering Price *
6. Dilution *
7. Selling Security Holders Cover Page; Selling
Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to Description of
be Registered Capital Stock
10. Interests of Named Experts Legal Opinions;
and Counsel Experts
11. Material Changes *
12. Incorporation of Certain Incorporation of
Information by Reference Certain Documents by
Reference
13. Disclosures of Commission Indemnification of
Position on Indemnification for Directors and in
Securities Act Liabilities Part II of
Registration
Statement;
Undertakings in Part
II of Registration
Statement
- -------------------------
* Omitted as inapplicable or in the negative.
Preliminary Prospectus, Dated August 5, 1996
PROSPECTUS
511,001 SHARES
ECHLIN INC.
COMMON STOCK
($1.00 PAR VALUE)
--------------------------
THE SHARES OF COMMON STOCK, PAR VALUE $1.00 PER SHARE (THE
"COMMON STOCK"), OF ECHLIN INC. ("ECHLIN" OR THE "COMPANY") TO
WHICH THIS PROSPECTUS RELATES MAY BE OFFERED FOR SALE FROM TIME
TO TIME BY CERTAIN STOCKHOLDERS OF THE COMPANY (OR BY PLEDGEES,
DONEES, TRANSFEREES OR OTHER SUCCESSORS IN INTEREST OF SUCH
STOCKHOLDERS) IN ORDINARY BROKERAGE TRANSACTIONS ON THE NEW YORK
STOCK EXCHANGE OR OTHERWISE AT MARKET PRICES PREVAILING AT THE
TIME OF SALE OR AT NEGOTIATED PRICES.
NONE OF THE PROCEEDS FROM THE SALE OF THE COMMON STOCK WILL
BE RECEIVED BY THE COMPANY. THE COMPANY WILL BEAR ALL EXPENSES
OF THE OFFERING, EXCEPT THAT THE SELLING STOCKHOLDERS WILL PAY
ANY APPLICABLE UNDERWRITERS' COMMISSIONS AND EXPENSES, BROKERAGE
FEES OR TRANSFER TAXES. THE COMPANY AND THE SELLING STOCKHOLDERS
HAVE AGREED TO INDEMNIFY EACH OTHER AGAINST CERTAIN LIABILITIES,
INCLUDING LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT").
THE COMMON STOCK IS LISTED ON THE NEW YORK STOCK EXCHANGE
UNDER THE SYMBOL "ECH." THE LAST SALE PRICE OF THE COMMON STOCK
ON ________________, 1996 WAS $______ PER SHARE, AS REPORTED ON
SUCH STOCK EXCHANGE.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------------
The date of this Prospectus is
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER.
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information concerning the Company can be inspected and
copied at the public reference facilities of the Commission's
office at 450 Fifth Street, N.W., Washington, DC 20549, and at
certain of its Regional Offices in New York (7 World Trade
Center, 13th Floor, New York, New York 10048), and Chicago (500
West Madison Street, Chicago, Illinois 60661-2511). Copies of
such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D. C.
20549. Such material can also be inspected and copied at the
offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005 and The Pacific Stock Exchange Inc., 618
South Spring Street, Los Angeles, California 90014, and 301 Pine
Street, San Francisco, California 94014. Additional information
regarding the Company and the Common Stock offered hereby is
contained in the Registration Statement on Form S-3 (of which
this Prospectus forms a part) and the exhibits relating thereto,
filed with the Commission under the Securities Act. The
Registration Statement and any exhibits thereto may be inspected
without charge at the offices of the Commission at 450 Fifth
Street, N.W., Washington, DC 20549, and copies thereof may be
obtained from the Commission upon the payment of the prescribed
fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following
documents heretofore filed by the Company with the Commission:
(a) Annual Report on Form 10-K for the fiscal year
ended August 31, 1995; and
(b) All other reports filed since August 31, 1995 to
the date of this Prospectus pursuant to Section 13(a) or 15
(d) of the Exchange Act.
All documents filed by the Company pursuant to Sections
13(a), 13 (c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Common Stock shall be deemed to be incorporated
by reference into this Prospectus.
Any statement contained in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes
of the Registration Statement and this Prospectus to the extent
that a statement contained in the Registration Statement, this
Prospectus, or any other subsequently filed document that is also
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
part of this Prospectus.
2
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THE COMPANY WILL
PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS IS
DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS WHICH ARE INCORPORATED HEREIN
BY REFERENCE (OTHER THAN EXHIBITS, UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS).
REQUESTS SHOULD BE DIRECTED TO THE CORPORATE SECRETARY, ECHLIN
INC., 100 DOUBLE BEACH ROAD, BRANFORD, CONNECTICUT 06405.
TELEPHONE REQUESTS MAY BE DIRECTED TO (203) 481-5751.
THE COMPANY
Echlin is a worldwide manufacturer and distributor of brake
system, engine system and other vehicular products principally in
the automotive aftermarket as replacement parts for use by
professional mechanics and by car and truck owners. Sales are
made by the Company to automotive and heavy duty warehouse
distributors, retailers, other parts manufacturers and parts
remanufacturers. The Company also sells its products to original
equipment manufacturers in both the automotive and heavy duty
markets.
Echlin was incorporated under Connecticut law in 1959,
succeeding a business which had been organized in 1924. Echlin's
principal executive office is located at 100 Double Beach Road,
Branford, Connecticut 06405; its telephone number is
203-481-5751.
SECURITIES COVERED BY THIS PROSPECTUS
The Shares of the Common Stock covered by this Prospectus
were issued or became issuable, subject to post-closing
adjustment, on July 30, 1996 to certain security holders (the
"Selling Stockholders") of Moto Mirror Inc., a Texas corporation
(the "Acquired Company") pursuant to an Agreement and Plan of
Reorganization (the "Agreement") dated as of June 24, 1996;
pursuant to the Agreement, the Acquired Company became a wholly-
owned subsidiary of the Company.
SELLING STOCKHOLDERS
The following table sets forth information with respect to
the number of shares of Common Stock which may be offered for
sale by each of the Selling Stockholders. No Selling Stockholder
beneficially owns more than one percent of the issued common
stock of the Company.
3
NUMBER OF SHARES OF
COMMON STOCK WHICH MAY
NAME AND ADDRESS OF BE OFFERED FOR SALE
SELLING STOCKHOLDER AND REGISTERED
- ------------------- ------------------------
Neil F. Gibson, Jr. 336,985
2311 Table Rock Court
Arlington, TX 76006
Steven M. McCraw 30,648
2900 Beverly Drive
Plano, TX 75093
Robert J. Heun 4,044
5904 Hunter Trail
Colleyville, TX 76034
Gary T. Mackey 4,044
5704 Calumet
Arlington, TX 76017
Bobby Lutz 56,198
c/o CL Seaman & Co.
17300 Dallas Parkway
Suite 3180
Dallas, TX 75248
Jeffrey N. Crawford 1,561
2016 Mill Creek
Arlington, TX 76010
Moto Mirror Employee Partners Ltd. 20,218
5220 Spring Valley Road
Suite 600
Dallas, TX 75240
Antoinette Czajka 3,457
2311 Table Rock Court
Arlington, TX 76006
Neil F. Gibson, Jr. and Antoinette Czajka,
Joint 2,748
2311 Table Rock Court
Arlington, TX 76006
Fleet National Bank, as Escrow Agent 51,098
Corporate Trust Administration
777 Main Street
Hartford, CT 06115-2001
4
Because the Selling Stockholders may offer all or part of
the Common Stock which they hold pursuant to the offering
contemplated by this Prospectus, no estimate can be given as to
the amount of Common Stock that will be held by the Selling
Stockholders after completion of this Offering. See "Plan of
Distribution."
Certain of the Selling Stockholders have deposited 51,098
shares of the Common Stock in escrow with Fleet National Bank, as
Escrow Agent, to secure their obligations to indemnify Echlin
pursuant to the terms of the Agreement.
Certain of the Selling Stockholders continued to be employed
by the Acquired Company, following the Acquired Company becoming
a subsidiary of Echlin.
PLAN OF DISTRIBUTION
The distribution of the Common Stock by the Selling
Stockholders (or by pledges, donees, transferees or other
successors in interest of such Selling Stockholders) may be
effected from time to time in ordinary brokerage transactions on
the New York Stock Exchange or otherwise at market prices
prevailing at the time of sale or at negotiated prices. The
brokers or dealers through or to whom the Common Stock may be
sold may be deemed underwriters of the shares within the meaning
of the Securities Act, in which event all brokerage commissions
or discounts and other compensation received by such brokers or
dealers may be deemed underwriting compensation. In order to
comply with certain state securities laws, if applicable, the
Common Stock will not be sold in a particular state unless the
Common Stock has been registered or qualified for sale in such
state or an exemption from registration or qualification is
available and is complied with.
The Common Stock offered hereby will be sold by the Selling
Stockholders acting as principals for their own account. The
Company will receive none of the proceeds from this offering.
The Company will bear all expenses of the offering, except
that the Selling Stockholders will pay any applicable
underwriters' commissions and expenses, brokerage fees or
transfer taxes.
The Company and the Selling Stockholders have agreed to
indemnify each other against certain liabilities including
liabilities arising under the Securities Act.
DESCRIPTION OF CAPITAL STOCK
Echlin's authorized capital stock consists of 150,000,000
shares of Common Stock, par value $1 per share, and 1,000,000
shares of Preferred Stock, without par value. None of the shares
of the Preferred Stock has been issued. The Preferred Stock may
be issued in series from time to time as determined by the Board
of Directors of the Company, who are empowered, for each series,
to fix the dividend rate, redemption provisions, liquidation
privileges, sinking fund provisions, voting powers and any
conversion rights. When any shares of Preferred Stock are
outstanding, dividends may be payable thereon at a fixed dividend
rate before dividends can be paid on outstanding shares of
Echlin's Common Stock. On dissolution, liquidation or winding-up
of Echlin, holders of Preferred Stock may be entitled to receive
a stipulated liquidation price before any distribution could be
made to the holders of the Common Stock. The Company presently
has no plans, arrangements or understandings with respect to the
issuance of any of the Preferred Stock (other than pursuant to
the Preferred Stock purchase rights described below).
5
Each share of Common Stock is entitled to one vote and to
dividends as declared by the Board of Directors. Upon
liquidation, each share of Common Stock is entitled to an equal
share in all of the assets of the Company, after payment of
creditors and holders of Preferred Stock, if any. There are no
preemptive rights and no conversion, redemption or sinking fund
privileges and all shares of Common Stock outstanding are fully
paid and non-assessable.
Under the terms of a shareholder rights plan approved by the
Company's Board of Directors in June 1989 ("Echlin's Shareholder
Rights Plan"), a Preferred Stock purchase right ("Right") is
attached to and automatically trades with each outstanding share
of Common Stock.
The Rights, which are redeemable, will become exercisable
only in the event that any person or group becomes a holder of 20
percent or more of the Company's Common Stock, or commences a
tender or exchange offer which, if consummated, would result in
that person or group owning at least 20 percent of the Common
Stock. Once the Rights become exercisable they entitle all other
shareholders to purchase, by payment of a $65 exercise price,
Common Stock (or, in certain circumstances, other consideration)
with a value of twice the exercise price. In addition, at any
time after a 20 percent position is acquired, the Board of
Directors may, at its option, require each outstanding Right
(other than Rights held by the acquiring person or group) to be
exchanged for one share of Common Stock or its equivalent. The
Rights will expire on June 30, 1999 unless redeemed or exchanged
earlier.
The transfer agent and registrar for the Common Stock and
Rights Agent under Echlin's Shareholder Rights Plan is Bank of
Boston, Boston, Massachusetts.
The Common Stock is listed on the New York Stock Exchange,
The Pacific Stock Exchange and the International Stock Exchange
in London.
LEGAL OPINIONS
The legality of the Shares offered hereby will be passed
upon for Echlin by Jon P. Leckerling, Esq., Vice President,
General Counsel and Corporate Secretary of Echlin.
EXPERTS
The consolidated financial statements of the Company
incorporated in this Prospectus by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended August 31,
1995 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
6
No person has been authorized
to give any information or to
make any representations other
than those contained in this
Prospectus and, if given or
made, such information or
representations must not be
relied upon as having been
authorized by the Company or
any person using this
Prospectus in connection with
the sale of shares issued in
acquisition and mergers.
TABLE OF CONTENTS
Available Information .... 2
Incorporation of Certain
Documents by Reference ... 2
The Company .............. 3
Securities Covered by
this Prospectus .......... 3
Selling Stockholders ..... 4
Plan of Distribution...... 5
Description of
Capital Stock............. 5
Legal Opinions............ 6
Experts................... 6
This Prospectus does not
constitute an offer to sell or
a solicitation of an offer to
buy any securities other than
the Common Stock to which it
relates, or an offer to or
solicitation of any person in
any jurisdiction in which such
offer or solicitation would be
unlawful. The delivery of
this Prospectus at any time
does not imply that the
information herein is correct
as of any time subsequent to
its date.
511,001 Shares
ECHLIN INC.
Common Stock
__________
PROSPECTUS
__________
_________, 1996
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated fees and expenses payable by the Corporation
in connection with the issuance and distribution of the Common
Stock registered hereunder are as follows:
Securities and Exchange Commission registration fee ..... $5,815
Legal fees and expenses ................................. 1,000
Accounting fees and expenses ............................ 1,000
Printing fee ............................................ 1,000
Miscellaneous ........................................... 1,000
------
Total Fees and Expenses ................................. $9,815
======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Connecticut by statute provides for indemnification of
directors, officers, shareholders, employees and agents of a
corporation. Under Sec. 33-320a of the Connecticut Stock
Corporation Act (the "Act"), a corporation is required to
indemnify a director against judgments and other expenses of
litigation when he is sued by reason of his being a director in
any proceeding brought, other than on behalf of the corporation,
if the director:
(1) is successful on the merits in defense, or
(2) acted in good faith and in a manner
reasonably believed to be in the best interests of the
corporation, or
(3) in a criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful.
In a proceeding brought on behalf of a corporation (a
derivative action), a director is entitled to be indemnified by
the corporation for reasonable expenses of litigation, if the
director is finally adjudged not to have breached his duty to the
corporation. In addition, a director is entitled to
indemnification for both derivative and non-derivative actions,
if a court determines, upon application, that the director is
fairly and reasonably entitled to be indemnified.
A Connecticut corporation may not provide for
indemnification in any manner inconsistent with the statutory
indemnification provisions (which, however, expressly allow a
corporation to procure insurance providing greater
indemnification.)
---------------------------
The Registrant maintains a directors and officers liability
insurance policy which insures the Registrant's directors and
officers against claims and liabilities arising out of negligent
errors or omissions in the course of the performance of their
official duties, including claims and liabilities arising under
the securities laws of the United States and states of applicable
jurisdiction. Fraudulent and willful acts are excluded.
--------------------------
The Registrant's Certificate of Incorporation provides by
amendment that a person who is or was a director of the
corporation shall have no personal liability to the corporation
or its shareholders for monetary damages for any breach of duty
in such capacity in excess of the compensation received by the
director for serving the corporation during the year of
violation.
The amendment was adopted to implement changes to Section
33-290 of the Act, effective October 1, 1989. Under this change
in the law, a Connecticut corporation may amend its Certificate
of Incorporation to limit the personal liability of directors to
the corporation or its shareholders for monetary damages for
breach of duty in their capacity as directors.
The limitation may not be to an amount less than the
compensation received by the director for serving the corporation
during the year of the violation and director liability cannot be
limited if the violation:
(1) involved a knowing and culpable violation of
law by the director;
(2) enabled the director or an associate to
receive an improper personal economic gain;
(3) showed a lack of good faith and a conscious
disregard for the duty of the director to the
corporation under circumstances in which the director
was aware that his conduct or omission created an
unjustifiable risk of serious injury to the
corporation;
(4) constituted a sustained and unexcused pattern
of inattention that amounted to an abdication of the
director's duty to the corporation; or
(5) created a liability under Section 33-321,
which relates to directors who vote for any
distribution of assets of a corporation to its
shareholders in violation of the Act.
II-2
ITEM 16. LIST OF EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
2. -Agreement and Plan of Reorganization dated as of June
24, 1996, by which the Company acquired Moto Mirror
Inc.
4(a) -By-Laws, as amended, filed as Exhibit 3(i) to Echlin's
Annual Report on Form 10-K for the fiscal year ended
August 31, 1991, is incorporated herein by reference.
4(b) -Certificate of Incorporation, filed as Exhibit
3(3)(ii) to Echlin's Annual Report on Form 10-K for the
fiscal year ended August 31, 1987, is incorporated
herein by reference.
4(c) -Certificate of Amendment amending the Certificate of
Incorporation to Establish Series A Cumulative
Participating Preferred Stock, filed as Exhibit
3(3)(iii) to Echlin's Annual Report on Form 10-K for
the fiscal year ended August 31, 1989, is incorporated
herein by reference.
4(d) -Certificate of Amendment, amending the Certificate of
Incorporation, to limit the liability of directors for
monetary damages under certain circumstances, filed as
Item 2 to Echlin's 1989 Annual Proxy Statement, is
incorporated herein by reference.
4(e) -Rights Agreement, dated as of June 21, 1989, between
Echlin and the Connecticut Bank and Trust Company,
N.A., as Rights Agent, which includes the form of
Amendment to the company's Certificate of Incorporation
as Exhibit A, the form of Rights Certificate as Exhibit
B and the Summary of Rights to Purchase Preferred Stock
as Exhibit C, filed as Exhibit 1 to Echlin's Current
Report on Form 8-K dated June 21, 1989, is incorporated
herein by reference.
4(f) -Successor Rights Agent Agreement between Echlin and
The First National Bank of Boston appointing The First
National Bank of Boston as successor Rights Agent to
replace the Connecticut Bank and Trust Company, N.A. as
Rights Agent, filed as Exhibit 3(3)(iv) to Echlin's
Annual Report on Form 10-K for the fiscal year ended
August 31, 1990, is incorporated herein by reference.
5. -Opinion of Jon P. Leckerling, Esq. as to the legality
of the Common Stock being offered under this
Registration Statement.
24(a) -Consent of Price Waterhouse LLP.
24(b) -Consent of Counsel. (Included in Exhibit 5 hereto).
25. -Powers of Attorney. (Included on the signature page
hereto).
II-3
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) (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 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;
(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)
do 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 Company pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934, as amended
(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 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 which
remain unsold at the termination of the offering.
(b) 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 (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.
II-4
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 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 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 the final
adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Branford, Connecticut, on the 5th day of August,
1996.
ECHLIN INC.
By: /s/ Frederick J. Mancheski
-------------------------
Frederick J. Mancheski
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and officers of Echlin Inc. do
hereby constitute and appoint Jon P. Leckerling and Edward D.
Toole or either of them, our true and lawful attorneys-in-fact
and agents to do any and all acts and things in our name and
behalf in our capacities as directors and officers, and to
execute any and all instruments for us and in our names in the
capacities indicated below which such person or persons may deem
necessary or advisable to enable Echlin Inc. to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including
specifically, but not limited to, power and authority to sign for
us, or any of us, in the capacities indicated below any and all
amendments (including post-effective amendments) hereto and we do
hereby ratify and confirm all that such person or persons shall
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* indicated on the 5th day of August,
1996.
Name Title
---- -----
Principal Executive Officer:
/s/ Frederick J. Mancheski
- --------------------------
Frederick J. Mancheski Chairman of the Board and
Chief Executive Officer;
Director
Principal Accounting Officer:
/s/ Kenneth T. Flynn, Jr.
- --------------------------
Kenneth T. Flynn, Jr. Assistant Corporate Controller
II-6
/s/ C. Scott Greer
- --------------------------
C. Scott Greer President and Director
/s/ D. Allan Bromley
- --------------------------
D. Allan Bromley Director
/s/ John F. Creamer, Jr.
- --------------------------
John F. Creamer, Jr. Director
/s/ Milton P. DeVane
- --------------------------
Milton P. DeVane Director
/s/ John E. Echlin, Jr.
- --------------------------
John E. Echlin, Jr. Director
/s/ John F. Gustafson
- --------------------------
John F. Gustafson Director
/s/ Donald C. Jensen
- --------------------------
Donald C. Jensen Director
/s/ Trevor O. Jones
- --------------------------
Trevor O. Jones Director
/s/ Phillip S. Myers
- --------------------------
Phillip S. Myers Director
/s/ Jerome G. Rivard
- --------------------------
Jerome G. Rivard Director
*The position of Chief Financial Officer of the Company is
presently vacant.
II-7
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
2. -Agreement and Plan of Reorganization dated as of
June 24, 1996, by which the Company acquired
Moto Mirror Inc.
5. -Opinion of Jon P. Leckerling, Esq. as to the
legality of the Common Stock being offered under
this Registration Statement.
24(a) -Consent of Price Waterhouse LLP.
24(b) -Consent of Counsel. (Included in Exhibit 5 hereto).
25. -Powers of Attorney. (Included on the signature page
hereto).
II-8