AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 1997
- ----------------------------------------------REGISTRATION NO. 333-
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
EXECUTIVE VICE PRESIDENT - ADMINISTRATION,
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
=================================================================
Title of Proposed Proposed
each class maximum maximum Amount
of securities Amount offering aggregate of
to be to be price offering registration
registered registered per unit(1) price(1) fee
- -----------------------------------------------------------------
Common Stock, 531,108 $32.00 $16,995,456 $5,150
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 May 5, 1997
PROSPECTUS
531,108 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 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 MAY _, 1997 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 May __, 1997
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, 1996; and
(b) All other reports filed since August 31, 1996 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 Common Stock covered by this Prospectus were
issued on May 2, 1997 to Industria e Comercio Brosol Ltda. (the
"Selling Stockholder") pursuant to an Asset Purchase Agreement
dated as of March 20, 1997, as amended (the "Agreement"); pursuant
to the Agreement, the assets purchased from the Selling Stockholder
were acquired by Echlin do Brasil Industria e Comercio Ltda.
("Buyer"), 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
the Selling Stockholder. The Selling Stockholder does not
beneficially own 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
- ------------------- ------------------------
Industria e Comercio Brosol Ltda. 531,108
Rodovia Indio Tibirica, Km 39
Vila Bromberg, Bairro Represa
09400-970, Ribeirao Pires, SP, Brazil
4
Because the Selling Stockholder may offer all or part of the
Common Stock which it holds 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 Stockholder after
completion of this Offering. See "Plan of Distribution."
The Selling Stockholder and the Company have certain exclusive
rights and obligations under the Agreement as to the Shares of
Common Stock to which this prospectus relates. In no event shall
such rights or obligations be transferable with the Shares of
Common Stock sold or transferred pursuant to this Prospectus. Upon
any such sale or transfer such rights and obligations shall
terminate and any Shares of Common Stock sold or transferred shall
be free of such rights and obligations.
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 Boston
EquiServe, L.P., 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., Executive Vice President -
Administration, 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,
1996 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.
531,108 Shares
ECHLIN INC.
Common Stock
__________
PROSPECTUS
__________
May __, 1997
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 ..... $5,150
Legal fees and expenses ................................. 1,000
Accounting fees and expenses ............................ 1,000
Printing fee ............................................ 1,000
Miscellaneous ........................................... 1,000
------
Total Fees and Expenses ................................. $9,150
======
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. -Asset Purchase Agreement dated as of March 20, 1997, as
amended, by which the Company acquired certain assets of
Industria e Comercio Brosol Ltd.
4(a) -By-Laws, as amended, filed as Exhibit 3(ii) to Echlin's
Annual Report on Form 10-Q for the quarterly period ended
February 28, 1997, 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 2nd day of May, 1997.
ECHLIN INC.
By: /s/ Larry W. McCurdy
-------------------------
Larry W. McCurdy
President 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 2nd day of May, 1997.
Name Title
---- -----
Principal Executive Officer:
/s/ Larry W. McCurdy
- -------------------------
Larry W. McCurdy President and Chief Executive
Officer; Director
Principal Financial Officer:
/s/ Joseph A. Onorato
- -------------------------
Joseph A. Onorato Vice President and Chief
Financial Officer
Principal Accounting Officer:
/s/ Kenneth T. Flynn, Jr.
- -------------------------
Kenneth T. Flynn, Jr. Vice President and Controller
II-6
/s/ John F. Creamer, Jr.
- -------------------------
John F. Creamer, Jr. Vice Chairman of the Board
and 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 Chairman of the Board and
Director
/s/ Frederick J. Mancheski
- -------------------------
Frederick J. Mancheski Director
/s/ Phillip S. Myers
- -------------------------
Phillip S. Myers Director
/s/ William P. Nusbaum
- -------------------------
William P. Nusbaum Director
/s/ Jerome G. Rivard
- -------------------------
Jerome G. Rivard Director
II-7
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
2. -Asset Purchase Agreement dated as of March 20, 1997, as
amended, by which the Company acquired certain assets of
Industria e Comercio Brosol Ltda.
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