As filed with the Securities and Exchange Commission on September 17, 2003
Registration No. 333-16413
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
LEAR CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
13-3386776 (I.R.S. Employer Identification No.) |
|
| 21557 Telegraph Road Southfield, Michigan (Address of Principal Executive Offices) |
48086-5008 (Zip Code) |
Lear Corporation Long-Term Stock Incentive Plan
(Full Title of the Plan)
Daniel A. Ninivaggi
Vice President, Secretary and General Counsel
21557 Telegraph Road
Southfield, Michigan 48086-5008
(Name and Address of Agent for Service)
(248) 447-1500
(Telephone Number, Including Area Code, of Agent for Service)
| EXPLANATORY NOTE | ||||||||
| PART II | ||||||||
| INFORMATION REQUIRED IN THE REGISTRATION STATEMENT | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
EXPLANATORY NOTE
In March 2003, the Board of Directors of Lear Corporation, a Delaware corporation (the “Registrant”), approved an amendment to the Lear Corporation Long-Term Stock Incentive Plan (the “Plan”). The Registrant’s stockholders subsequently approved the amendment of the Plan on May 8, 2003. The purpose of the amendment to the Plan was, among other things, to increase the number of shares of common stock of the Registrant reserved thereunder by 3,000,000, from 8,690,000 plus any shares that are or become available on or after May 3, 2001 under the Lear Corporation 1992, 1994 and 1996 stock option plans to 11,690,000 plus any shares that are or become available on or after May 3, 2001 under the Lear Corporation 1992, 1994 and 1996 stock option plans, as described in the Definitive Proxy Statement filed by the Registrant on March 27, 2003, and hereby incorporated by reference. The text of the Plan, as amended, is set forth as Appendix B to the Definitive Proxy Statement.
This Post-Effective Amendment No. 2 (this “Amendment”) on Form S-8 amends the Registration Statement on Form S-8 filed on November 19, 1996 (file number 333-16413), as amended by Amendment No. 1 thereto filed on May 23, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
| Exhibit | ||
| Number | Description | |
| 4.1 | Lear Corporation Long-Term Stock Incentive Plan, as amended and restated as of May 3, 2001, as amended on May 8, 2003 (incorporated by reference to Appendix B to the Definitive Proxy Statement filed by the Registrant on March 27, 2003). |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southfield, Michigan on the 17th day of September, 2003.
| LEAR CORPORATION | ||||||
| By: | /s/ Daniel A. Ninivaggi
Daniel A. Ninivaggi Vice President, Secretary and General Counsel |
|||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||
| /s/ Robert E. Rossiter Robert E. Rossiter |
Chairman and Chief Executive Officer (Principal Executive Officer) |
September 17, 2003 | ||||
| /s/ James H. Vandenberghe James H. Vandenberghe |
Vice Chairman | September 17, 2003 | ||||
| /s/ David C. Wajsgras David C. Wajsgras |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
September 17, 2003 | ||||
| /s/ William C. Dircks William C. Dircks |
Vice President and Corporate Controller (Principal Accounting Officer) |
September 17, 2003 | ||||
| /s/ Kenneth L. Way Kenneth L. Way |
Director | September 17, 2003 | ||||
| /s/ Larry W. McCurdy Larry W. McCurdy |
Director | September 17, 2003 | ||||
| /s/ James A. Stern James A. Stern |
Director | September 17, 2003 | ||||
| /s/ David P. Spalding David P. Spalding |
Director | September 17, 2003 | ||||
| Roy E. Parrott |
Director | |||||
| /s/ David E. Fry David E. Fry |
Director | September 17, 2003 | ||||
| /s/ Conrad L. Mallett, Jr. Conrad L. Mallett, Jr. |
Director | September 17, 2003 | ||||
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EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 4.1 | Lear Corporation Long-Term Stock Incentive Plan, as amended and restated as of May 3, 2001, as amended on May 8, 2003 (incorporated by reference to Appendix B to the Definitive Proxy Statement filed by the Registrant on March 27, 2003). |
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