AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 1999
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 INCENTIVE STOCK PLAN
(Full Title of the Plan)
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IRA J. KRAKOWER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
HEXCEL CORPORATION
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:
WAYNE PENSKY
VICE PRESIDENT AND CHIEF ACCOUNTING OFFICER
HEXCEL CORPORATION
5794 WEST LAS POSITAS BLVD.
PLEASANTON, CALIFORNIA 94588
(925) 847-9500
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CALCULATION OF REGISTRATION FEE
==========================================================================================
Title of Proposed Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Offering Registration
Registered Registered (1) Per Share(2) Price(2) Fee
- ------------------------------------------------------------------------------------------
Common Stock, par 700,000 $8.84 $6,188,000 $1720.26
value $0.01 per
share
==========================================================================================
(1) This registration statement (this "Registration Statement") covers
additional shares of Common Stock of Hexcel Corporation (the
"Registrant") which may be offered or sold from time to time pursuant
to the Hexcel Corporation Incentive Stock Plan (as amended, the
"Plan"). By virtue of an amendment to the Plan, the number of shares
issuable thereunder was increased by 700,000. 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.
(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 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 July 22, 1999, within five business days
prior to filing.
PART I
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 Registrant has previously registered 3,850,000 shares of
its Common Stock, $0.01 par value, issuable under the Hexcel Corporation
Incentive Stock Plan (as amended, the "Plan"). This Registration Statement
is being filed pursuant to General Instruction E to Form S-8 to register an
additional 700,000 shares issuable under the Plan. The Registrant hereby
incorporates by reference Registrant's previous Form S-8 Registration
Statement (File No. 333-36163) relating to the Plan, as filed with the
Securities and Exchange Commission (the "Commission") on September 23,
1997.
The following documents, which have been filed by the
Registrant with the Commission, are also 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, 1998.
(b) The Registrant's Proxy Statement dated April 12, 1999 relating
to the Registrant's Annual Meeting of Stockholders held on May
20, 1999.
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999.
(d) The Registrant's Current Report on Form 8-K dated January 5,
1999, relating to the proposed issuance of $275 million of
senior subordinated notes due 2009 pursuant to Rule144A.
(e) The Registrant's Current Report on Form 8-K dated January 25,
1999, relating to the Company's fourth quarter and full-year
1998 financial results.
(f) The Registrant's Current Report on Form 8-K dated March 17,
1999, relating to the closure of the Company's Cleveland,
Georgia facility.
(g) The Registrant's Current Report on Form 8-K dated March 29,
1999, relating to the Company's first quarter 1999 outlook.
(h) The Registrant's Current Report on Form 8-K dated April 30,
1999, relating to the Company's pro forma and actual business
segment data and net sales to third-party customers by product
group.
(i) The Registrant's Current Report on Form 8-K dated June 25, 1999
relating to the commencement by the Company of its offer to
exchange any and all of its outstanding 9 3/4% Senior
Subordinated Notes due 2009 which were sold under Rule 144A.
(j) The Registrant's Current Report on Form 8-K dated July 6, 1999
relating to the Company's estimated second quarter earnings.
(k) The Registrant's Current Report on Form 8-K dated July 21, 1999
relating to the Company's second quarter results and the
completion of the exchange offer for its 9 3/4% Senior
Subordinated Notes due 2009.
(l) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A 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 Hexcel Corporation Incentive Stock 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 Bylaws 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 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, Registration
No. 1-08472 and incorporated herein by reference).
4.3 Hexcel Corporation Incentive Stock Plan, as amended and
restated on January 30, 1997 and further amended on
December 10, 1997 and March 25, 1999.
5.1 Opinion of Ira J. Krakower, General Counsel of Hexcel
Corporation, regarding legality of Common Stock covered
by this Registration Statement.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Ira J. Krakower (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
99.1 Registration Statement on Form S-8, Registration No.
333-36163, relating to the Hexcel Corporation Incentive
Stock Plan (incorporated herein by reference to
Registrant's Form S-8 Registration Statement, File No.
333-36163, dated September 23, 1997).
99.2 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.F to the Registrant's current report on
Form 8-K dated as of October 13, 1995).
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 22nd day of July, 1999.
HEXCEL CORPORATION
(Registrant)
By: /s/ Ira J. Krakower
---------------------------------
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 Chief Executive Officer; July 22, 1999
- -------------------------- Director
John J. Lee
/s/ Harold E. Kinne President; Chief Operating July 22, 1999
- -------------------------- Officer; Director
Harold E. Kinne
/s/ Stephen C. Forsyth Executive Vice President; July 22, 1999
- -------------------------- Chief Financial Officer
Stephen C. Forsyth
/s/ Wayne C. Pensky Vice President; Controller; July 22, 1999
- -------------------------- Principal Accounting
Wayne C. Pensky Officer
/s/ John M.D. Cheesmond Director July 22, 1999
- --------------------------
John M.D. Cheesmond
/s/ Marshall S. Geller Director July 22, 1999
- --------------------------
Marshall S. Geller
/s/ John J. McGraw Director July 22, 1999
- --------------------------
John J. McGraw
/s/ Martin Riediker Director July 22, 1999
- --------------------------
Martin Riediker
/s/ Stanley Sherman Director July 22, 1999
- --------------------------
Stanley Sherman
Director July __, 1999
- --------------------------
Martin L. Solomon
/s/ Dr. George S. Springer Director July 22, 1999
- --------------------------
Dr. George S. Springer
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 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 Incentive Stock Plan as amended and restated on
January 30, 1997 and further amended on December 10, 1997 and March
25, 1999.
5.1 Opinion of Ira J. Krakower, General Counsel of Hexcel Corporation,
regarding legality of Common Stock covered by this Registration
Statement.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Ira J. Krakower (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
99.1 Registration Statement on Form S-8 dated September 23, 1997,
Registration No. 333-36163, relating to the Hexcel Corporation
Incentive Stock Plan (incorporated herein by reference to
Registrant's Form S-8 Registration Statement, Registration No.
333-36163, dated September 23, 1997).
99.2 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.F to the Registrant's
current report on Form 8-K dated as of October 13, 1995).