As filed with the Securities and Exchange Commission on November 3, 2006

Registration No. 333-16413

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

POST-EFFECTIVE AMENDMENT NO. 3
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
Executive 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

     In March 2006, the Compensation Committee of 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 11, 2006. The purpose of the amendment of 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 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 to 14,690,000 plus any shares that are or become available on or after May 3, 2001 under the Lear Corporation 1994 and 1996 stock option plans, as described in the Definitive Proxy Statement filed by the Registrant on March 27, 2006, and hereby incorporated by reference. The text of the Plan, as amended to date, is set forth as Exhibit 4.1 hereto.

     This Post-Effective Amendment No. 3 (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 and Amendment No. 2 thereto filed on September 17, 2003.

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 to date.

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 3rd day of November, 2006.

     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, Director (Principal Executive Officer)		November 3, 2006
/s/ James H. Vandenberghe   James H. Vandenberghe		Vice Chairman and Chief Financial Officer, Director (Principal Financial Officer)		November 3, 2006
/s/ Matthew J. Simoncini   Matthew J. Simoncini		Senior Vice President, Operational Finance (Principal Accounting Officer)		November 3, 2006
/s/ David E. Fry   David E. Fry		Director		November 3, 2006
/s/ Conrad L. Mallett, Jr.   Conrad L. Mallett, Jr.		Director		November 3, 2006
/s/ Larry W. McCurdy   Larry W. McCurdy		Director		November 3, 2006
/s/ Roy E. Parrott   Roy E. Parrott		Director		November 3, 2006
/s/ David P. Spalding   David P. Spalding		Director		November 3, 2006
/s/ James A. Stern   James A. Stern		Director		November 3, 2006
/s/ Henry D.G. Wallace   Henry D.G. Wallace		Director		November 3, 2006
/s/ Richard F. Wallman   Richard F. Wallman		Director		November 3, 2006

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 to date.