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
Romulus, Michigan 48174
(Address of Principal Executive Offices) (Zip Code)
________________________________
1996 STOCK OPTION EXCHANGE PLAN
Full title of Plan
_______________________________
Daniel M. Sandberg, Esq
38481 Huron River Drive
Romulus, Michigan 48174
313) 941-2000
(Name and address of agent for service
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 62,859 shares $ 30.875* $1,940,771.63* $ 669.23
$.01 par value 235,250 shares $ 27.150** 6,386,745.00** 2,202.33
____________ ____________ _________
298,109 shares $ 8,327,516.63 $2,871.56
* Estimated solely for the purpose of calculating the
registration fee, and based upon the average of the high and
low prices of the Registrant's common stock on the Nasdaq
National Market on July 9, 1996 in accordance with Rule 457(c)
of the Securities Act of 1933.
**All shares are issuable upon the exercise of outstanding options with
fixed exercise prices. Pursuant to Rule 457(h)(1) of the Securities Act
of 1933, the aggregate offering price and the fee have been computed upon
the basis of the prices at which the options may be exercised. The
offering price per share set forth for such shares is the weighted
average of the exercise prices per share at which such options are
exercisable. All of the options granted pursuant to this plan are being
registered hereby.
In addition, all of the options granted under the Registrant's 1992
Stock Incentive Plan (the "1992 Plan") that are currently
outstanding will be cancelled pursuant to the 1996 Stock Option
Exchange Plan; it is expected that the 1992 Plan will be terminated
and that no further grants will be made thereunder.
_____________________________________________________________________________
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 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
fiscal year ended January 31, 1996, filed on April 23, 1996;
(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; and
(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 of such Registration Statement.
In addition, all documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 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 or superseded for purposes of
this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which
also is 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.
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 Registrant 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 Registrant. This description is intended only as a
summary and is qualified in its entirety by reference to the
Restated Certificate of Incorporation of the Registrant, the By-
laws and the DGCL.
Section 145 of the DGCL 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. 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 Registrant s By-laws provide for indemnification by the
Registrant of its directors and officers to the full extent
permitted by the DGCL. Pursuant to Section 145 of the DGCL, the
Registrant 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.
The Registrant intends to enter into indemnification
agreements with each of its executive officers and directors
pursuant to which the Registrant 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 4.1 Form of the 1996 Stock Option Exchange
Agreements.
Exhibit 5.1 Opinion of Barry J. Miller, Esq., regarding the
legality of the securities being registered.
Exhibit 23.1 Consent of Barry J. Miller, Esq. (included in
Exhibit 5.1).
Exhibit 23.2 Consent of KPMG Peat Marwick LLP.
Exhibit 24.1 Power of Attorney (contained on the signature
page to this Registration Statement).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(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 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
more than a 20 percent 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)(1)(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 with or furnished to
the SEC by the Registrant pursuant to Section 13 or 15(d) of
the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for 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
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) The undersigned 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 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, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Romulus, State of Michigan, on this 11th day of July,
1996.
HAYES WHEELS INTERNATIONAL, INC.
By: /s/ Ranko Cucuz
Ranko Cucuz
President and Chief Executive Officer,
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Daniel M.
Sandberg and Barry J. Miller, and each of them, each with full
power to act without the other, his true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for such person and in his name,
place and stead, in any and all capacities, to sign any and all
further amendments and supplements to this Form S-8 Registration
Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of said attorneys-in-fact
and agents 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 as to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his
substitutes, may lawfully do or cause to be done by virtue
thereof.
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 date indicated.
Name Title Date
/s/ Ranko Cucuz President and Chief Executive July 11, 1996
Ranko Cucuz Officer; Director (Principal
Executive Officer)
/s/ William D. Shovers Vice President Finance (Principal July 11, 1996
William D. Shovers Financial Officer and Principal
Accounting Officer)
/s/ Timothy J. Clark Director July 11, 1996
Timothy J. Clark
/s/ Cleveland A. Christophe Director July 11, 1996
Cleveland A. Christophe
/s/ Peter A. Joseph Director July 11, 1996
Peter A. Joseph
/s/ Paul S. Levy Director July 11, 1996
Paul S. Levy
/s/ Marcos A. Rodriguez Director July 11, 1996
Marcos A. Rodriguez
/s/ John S. Rodewig Director July 11, 1996
John S. Rodewig
/s/ Kenneth L. Way Director July 11, 1996
Kenneth L. Way
EXHIBIT INDEX
Exhibit Title
4.1 Form of the 1996 Stock Option Exchange
Agreements.
5.1 Opinion of Barry J. Miller, Esq., regarding
the legality of the securities being
registered.
23.1 Consent of Barry J. Miller, Esq. (included in
Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (contained on the signature
page to this Registration Statement).