As filed with the Commission on September 17, 2003
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LEAR CORPORATION
(exact name of registrant as specified in its charter)
| Delaware | 13-3386776 | |
| (State of other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| 21557 Telegraph Road | ||
| Southfield, Michigan | 48086-50085 | |
| (Address of principal executive offices) | (zip code) |
Lear Corporation Salaried Retirement Savings Plan
(Full Title of the Plan)
CALCULATION OF REGISTRATION FEE
| Title of | Proposed maximum | |||||||||||||
| securities to be | Amount to be | offering price per | Proposed maximum | Amount of | ||||||||||
| registered (1) | registered (1)(2) | share (3) | offering price (3) | registration fee | ||||||||||
| Common Stock, $.01 par value |
500,000 shares | $ | 52.935 | $ | 26,467,500 | $ | 2,142 | |||||||
| (1) | Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Lear Corporation Salaried Retirement Savings Plan. | |
| (2) | Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement shall be deemed to cover any additional shares of common stock, par value $.01 per share, which may be offered pursuant to the Lear Corporation Salaried Retirement Savings Plan as a result of stock splits, stock dividends and certain other events. | |
| (3) | Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of the average high and low prices reported for shares on the New Stock Exchange Composite Tape on September 11, 2003, which was $52.935. |
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement registers an additional 500,000 shares of common stock, par value $.01, of Lear Corporation that may be awarded under the Lear Corporation Salaried Retirement Savings Plan (f/k/a the Lear Seating Corporation 401(k) Plan). Registration Statement No. 33-57237, as filed on January 11, 1995, registered 750,000 shares of common stock to be issued under the Lear Corporation Salaried Retirement Savings Plan (f/k/a: (1) the Lear Plastics Corporation 401(k) Plan for Hourly Employees, (2) the Lear Seating Corporation 401(k) Plan for the Hourly Employees of the Detroit Plant, (3) the Lear Seating Corporation 401(k) Plan for the Hourly Employees of the Fenton Plant, (4) the Lear Seating Corporation 401(k) Plan for the Hourly Employees of the Romulus II Plant and (5) the Lear Seating 401(k) Plan). On July 17, 1998, Lear Corporation filed a post effective amendment to Registration Statement No. 33-57237 to reflect the consolidation of the first four plans listed in the parenthetical above with the Lear Corporation 401(k) Plan. Registration Statement No. 333-94789, as filed on January 18, 2000, registered an additional 250,000 shares of common stock to be issued under the Lear Corporation Salaried Retirement Savings Plan. With this Registration Statement, Lear Corporation registers an additional 500,000 shares of common stock to be issued under the Lear Corporation Salaried Retirement Savings Plan.
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8, as filed January 11, 1995, Registration Statement No. 33-57237, as amended, are hereby incorporated by reference into this Registration Statement.
Item 8. Exhibits
| Exhibit | ||
| Number | Description | |
| 23.1 | Consent of Ernst & Young LLP | |
| 23.2 | Consent of PricewaterhouseCoopers LLP (Salaried Retirement Savings Plan) | |
| 23.3 | Notice regarding Consent of Arthur Andersen LLP | |
| 24.1 | Powers of Attorney (included on the signature page hereof) |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Lear Corporation 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 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 |
||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David C. Wajsgras and Daniel A. Ninivaggi and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this 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 said attorneys-in-fact and agents, and each of them, 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this 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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Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southfield, Michigan on September 17, 2003.
| LEAR CORPORATION SALARIED RETIREMENT | ||||
| SAVINGS PLAN | ||||
| By: | Lear Corporation, as Plan Administrator | |||
| By: | /s/ Roger A. Jackson | |||
| Name: Roger A. Jackson | ||||
| Title: Chairman of the Employee Benefits Committee | ||||
| and Senior Vice President | ||||
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EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 23.1 | Consent of Ernst & Young LLP | |
| 23.2 | Consent of PricewaterhouseCoopers LLP (Salaried Retirement Savings Plan) | |
| 23.3 | Notice regarding Consent of Arthur Andersen LLP | |
| 24.1 | Powers of Attorney (included on the signature page hereof) |
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