AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1998
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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HEXCEL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-1109521
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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TWO STAMFORD PLAZA
281 TRESSER BOULEVARD
STAMFORD, CONNECTICUT 06901
(Address of Principal Executive Offices)(Zip Code)
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HEXCEL CORPORATION 1998 BROAD BASED INCENTIVE STOCK PLAN
(Full Title of the Plan)
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IRA J. KRAKOWER, ESQ.
HEXCEL CORPORATION
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TWO STAMFORD PLAZA
281 TRESSER BOULEVARD
STAMFORD, CONNECTICUT 06901
(203) 969-0666
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
COPIES TO: JOSEPH A. COCO, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Prce Aggregate Registration
Registered Registered (1)(3) Per Share(2) Offering Price(2) Fee
Common Stock, par value $.01 per share 500,000 shares $24.16 $12,080,000 $3,563.60
==================================================================================================================
(1) This registration statement (this "Registration Statement") covers
shares of Common Stock of Hexcel Corporation (the "Registrant") which
may be offered or sold from time to time pursuant to the Hexcel
Corporation 1998 Broad Based Incentive Stock Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee.
The aggregate offering price has been computed pursuant to Rules 457(c)
and 457(h) promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), on the basis of the average of the high and low
sale prices of the Registrant's Common Stock as reported on the New
York Stock Exchange Composite Tape on June 15, 1998, within five
business days prior to filing.
(3) Pursuant to Rule 416, this Registration Statement also covers such
indeterminable number of additional shares of the Registrant's Common
Stock as may be issuable pursuant to the antidilution provisions of the
Plan.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the
Registrant with the Securities and Exchange Commission (the "Commission"),
are incorporated by reference in this Registration Statement as
of their respective dates:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997.
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1998.
(c) The Registrant's Proxy Statement, dated April 20, 1998
relating to the Registrant's Annual Meeting of
Shareholders held on May 21, 1998.
(d) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on
Form 8-A dated July 9, 1996 relating to the Common Stock,
including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities registered 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
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 or is 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.
Set forth below is a description of certain provisions of the
General Corporation Law of the State of Delaware (the "GCL"), the
Certificate of Incorporation of the Registrant, the By-laws of the
Registrant, Strategic Alliance Agreement dated as of September 29, 1995 and
amended as of December 12, 1995, among Ciba-Geigy Limited, Ciba-Geigy
Corporation and the Registrant (the "Strategic Alliance Agreement"), and
the Plan, 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 applicable
provisions of the GCL, the Certificate of Incorporation of the Registrant,
the By-laws of the Registrant, the Strategic Alliance Agreement and the
Plan, which are incorporated herein by reference.
The Registrant is a Delaware corporation. Section 145 of the
GCL provides that a corporation may indemnify any person who was or is a
party 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
such corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was
serving at its request in such capacity at another corporation or business
organization, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding if such
person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe that such person's conduct was unlawful. A Delaware corporation may
indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is successful
on the merits or otherwise in the defense of any action referred to above,
the corporation must indemnify against the expenses that such officer or
director actually and reasonably incurred.
Section 102(b)(7) of the GCL permits a corporation to provide
in its certificate of incorporation that a director of a corporation shall
not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the GCL (Liability of Directors for
Unlawful Payment of Dividend or Unlawful Stock Purchase or Redemption) or
(iv) for any transaction from which the director derived an improper
personal benefit.
The Registrant's Certificate of Incorporation provides for the
elimination of personal liability of a director for breach of fiduciary
duty, to the full extent permitted by the GCL. The Registrant's Certificate
of Incorporation also provides that the Registrant shall indemnify its
directors and officers to the full extent permitted by the GCL; provided,
however, that the Registrant shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person
only if such proceeding was authorized by the Board of Directors of the
Registrant.
The Strategic Alliance Agreement provides that the Registrant's
Certificate of Incorporation and By-laws will continue to contain the
provisions with respect to indemnification of directors and officers as of
the date of the Strategic Alliance Agreement, which provisions will not be
amended, repealed or otherwise modified, for a period of six years
following the Closing contemplated by the Strategic Alliance Agreement (the
"Closing") in any manner that would adversely affect the rights of
individuals who at any time prior to the Closing were directors or officers
of the Registrant in respect of actions or omissions occurring at or prior
to the Closing, except for such modifications as are required by applicable
law. In addition, the Strategic Alliance Agreement generally requires the
Registrant to indemnify its officers and directors as of the date of the
Strategic Alliance Agreement against all losses (including reasonable fees
and expenses of counsel) arising out of any claim based in whole or in part
on the fact that such person was a director or officer of the Registrant at
or prior to the Closing.
The Registrant maintains, at its expense, an insurance policy
which insures the directors and officers of the Registrant, subject to
certain exclusions and deductions, against certain liabilities that they
may incur in their capacity as such. The Strategic Alliance Agreement
provides that for six years after the Closing, the Registrant is generally
required to provide directors' and officers' liability insurance for its
officers and directors as of the date of the Strategic Alliance Agreement.
Pursuant to the Plan, no member of the "Committee" (as defined
therein) shall be liable for any action or determination made in good
faith, and the members of such Committee shall be entitled to
indemnification in the manner provided in the Registrant's Certificate of
Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Registrant
dated June 3, 1996 (filed as Exhibit 1 to the Registrant's Registration
Statement on Form 8-A dated July 9, 1996 and incorporated herein by
reference).
4.2 Amended and Restated By-laws of the Registrant dated May
23, 1996 (filed as Exhibit 2 to the Registrant's Registration Statement on
Form 8-A dated July 9, 1996 and incorporated herein by reference).
4.3 Hexcel Corporation 1998 Broad Based Incentive Stock Plan.
4.4 Form of Employee Option Agreement under the Hexcel
Corporation 1998 Broad
Based Incentive Stock Plan.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding legality of Common Stock covered by this Registration Statement.
23.1 Consent of Price Waterhouse LLP, independent auditors.
23.2 Consent of Deloitte & Touche LLP, independent auditors.
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
99.1 Strategic Alliance Agreement dated as of September 29,
1995 among Hexcel Corporation, Ciba-Geigy Limited, and Ciba-Geigy
Corporation (incorporated herein by reference to Exhibit 10.1 to the
Registrant's current report on Form 8-K dated as of October 13, 1995).
99.2 Amendment, dated as of December 12, 1995 to the Strategic
Alliance Agreement among Hexcel Corporation, Ciba-Geigy Limited, and
Ciba-Geigy Corporation (incorporated herein by reference to Exhibit 2.1(a)
to the Registrant's current report on Form 8-K dated as of March 15, 1996
ITEM 9. UNDERTAKINGS.
(a) The 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 this 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 this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of the
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 and of
the estimated maximum offering range may be reflected in
the form of prospectus filed by the Registrant pursuant
to Rule 424(b) under the Securities Act if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included
in a post-effective amendment by those subparagraphs is
contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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 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 that is incorporated by reference in this
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 undersigned
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, 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 Stamford, State of Connecticut,
on the 19th day of June, 1998.
HEXCEL CORPORATION
(Registrant)
By: /s/ Ira J. Krakower
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Ira J. Krakower
Senior Vice President, General
Counsel and Secretary
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ira J. Krakower, his
attorney-in-fact, with the power of substitution, for him in any and all
capacities, to sign any amendments to this registration statement (including
post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorney-
in-fact, or his substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in
all capacities and on the dates indicated.
Signature Title Date
/s/ John J. Lee President; Chief June 19, 1998
- ---------------------- Executive Officer; Director
John J. Lee
/s/ S.C. Forsyth Senior Vice President, June 19, 1998
- ---------------------- Finance and Administration;
Stephen C. Forsyth Chief Financial Officer
/s/ Wayne Pensky Controller and Principal June 19, 1998
- ---------------------- Accounting Officer
Wayne C. Pensky
/s/ John Cheesmond Director June 19, 1998
- ----------------------
John M.D. Cheesmond
/s/ Marshall S. Geller Director June 19, 1998
- ----------------------
Marshall S. Geller
______________________ Director
Stanley Sherman
/s/ Martin L. Solomon Director June 19, 1998
- ----------------------
Martin L. Solomon
______________________ Director
Dr. George S. Springer
______________________ Director
Joseph T. Sullivan
______________________ Director
Hermann Vodicka
/s/ Franklin S. Wimer Director June 19, 1998
- ----------------------
Franklin S. Wimer
EXHIBIT INDEX
Exhibit
4.1 Restated Certificate of Incorporation of the Registrant dated
June 3, 1996 (filed as Exhibit 1 to the Registrant's
Registration Statement on Form 8-A dated July 9, 1996 and
incorporated herein by reference).
4.2 Amended and Restated By-laws of the Registrant dated May 23,
1996 (filed as Exhibit 2 to the Registrant's Registration
Statement on Form 8-A dated July 9, 1996 and incorporated
herein by reference).
4.3 Hexcel Corporation 1998 Broad Based Incentive Stock Plan.
4.4 Form of Employee Option Agreement under the Hexcel Corporation
1998 Broad Based Incentive Stock Plan.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding
legality of Common Stock covered by this Registration
Statement.
23.1 Consent of Price Waterhouse LLP, independent auditors.
23.2 Consent of Deloitte & Touche LLP, independent auditors.
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
99.1 Strategic Alliance Agreement dated as of September 29, 1995
among Hexcel Corporation, Ciba-Geigy Limited, and Ciba-Geigy
Corporation (incorporated herein by reference to Exhibit 10.1
to the Registrant's current report on Form 8-K dated as of
October 13, 1995).
99.2 Amendment, dated as of December 12, 1995 to the Strategic
Alliance Agreement among Hexcel Corporation, Ciba-Geigy
Limited, and Ciba-Geigy Corporation (incorporated herein by
reference to Exhibit 2.1(a) to the Registrant's current report
on Form 8-K dated as of March 15, 1996).