AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 2002
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.)
----------------------------
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.
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)
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CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities to Offering Aggregate Amount of
be Registered Amount to be Price Offering Registration
Registered (1) Per Share(2) Price(2) Fee
--------------------------------------------------------------------------------
Common Stock, 1,000,000 $4.15 $4,150,000 $382
par 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 1998 Broad Based Incentive Stock Plan (as amended, the
"Plan"). By virtue of an amendment to the Plan, the number of shares
issuable thereunder was increased by 1,000,000 shares. 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
June 6, 2002, which is within five business days prior to filing.
The Registrant has previously registered 1,100,000 shares of its
Common Stock, $0.01 par value, issuable under the Hexcel Corporation 1998 Broad
Based 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 1,000,000 shares issuable under the Plan. The Registrant hereby
incorporates by reference Registrant's previous Form S-8 Registration Statements
(File Nos. 333-57223, 333-46472 and 333-67944) relating to the Plan, as filed
with the Securities and Exchange Commission (the "Commission") on June 19, 1998,
September 22, 2000 and August 20, 2001, respectively.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Registrant dated
June 3, 1996 (incorporated by reference to 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 Bylaws of the Registrant dated April 25,
2001 (incorporated by reference herein to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-4 (No.
333-66582), filed on August 2, 2001).
4.3 Hexcel Corporation 1998 Broad Based Incentive Stock Plan, as
amended on February 3, 2000, further amended on February 1,
2001 and further amended on January 10, 2002 (incorporated
herein by reference to Exhibit 10.4(c) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 2001).
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 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.
333-57223, relating to the Hexcel Corporation 1998 Broad Based
Incentive Stock Plan (incorporated herein by reference to
Registrant's Form S-8 Registration Statement, Registration No.
333-57223, dated June 19, 1998).
99.2 Registration Statement on Form S-8, Registration No.
333-46472, relating to the Hexcel Corporation 1998 Broad Based
Incentive Stock Plan (incorporated herein by reference to
Registrant's Form S-8 Registration Statement, Registration No.
333-46472, dated September 22, 2000).
99.3 Registration Statement on Form S-8, Registration No.
333-67944, relating to the Hexcel Corporation 1998 Broad Based
Incentive Stock Plan (incorporated herein by reference to
Registrant's Form S-8 Registration Statement, Registration No.
333-67944, dated August 20, 2001).
99.4 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).
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 7th day of
June, 2002.
HEXCEL CORPORATION
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 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/ DAVID E. BERGES Chairman of the Board; Chief June 7, 2002
----------------------------- Executive Officer; President;
David E. Berges Director
/s/ STEPHEN C. FORSYTH Executive Vice President; Chief June 7, 2002
----------------------------- Financial Officer
Stephen C. Forsyth
/s/ WILLIAM J. FAZIO Controller; Principal Accounting June 7, 2002
----------------------------- Officer
William J. Fazio
/s/ H. ARTHUR BELLOWS, JR. Director June 7, 2002
-----------------------------
H. Arthur Bellows, Jr.
/s/ SANDRA L. DERICKSON Director June 7, 2002
-----------------------------
Sandra L. Derickson
/s/ JAMES J. GAFFNEY Director June 7, 2002
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James J. Gaffney
/s/ MARSHALL S. GELLER Director June 7, 2002
-----------------------------
Marshall S. Geller
/s/ SANJEEV K. MEHRA Director June 7, 2002
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Sanjeev K. Mehra
/s/ LEWIS RUBIN Director June 7, 2002
-----------------------------
Lewis Rubin
/s/ PETER M. SACERDOTE Director June 7, 2002
-----------------------------
Peter M. Sacerdote
/s/ MARTIN SOLOMON Director June 7, 2002
-----------------------------
Martin Solomon
EXHIBIT INDEX
EXHIBIT
4.1 Restated Certificate of Incorporation of the Registrant dated June 3, 1996
(incorporated by reference to 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 Bylaws of the Registrant dated April 25, 2001
(incorporated by reference herein to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4 (No. 333-66582), filed on August 2,
2001).
4.3 Hexcel Corporation 1998 Broad Based Incentive Stock Plan, as amended on
February 3, 2000, further amended on February 1, 2001 and further amended
on January 10, 2002 (incorporated herein by reference to Exhibit 10.4(c)
to the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001).
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 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. 333-57223, relating
to the Hexcel Corporation 1998 Broad Based Incentive Stock Plan
(incorporated herein by reference to Registrant's Form S-8 Registration
Statement, Registration No. 333-57223, dated June 19, 1998).
99.2 Registration Statement on Form S-8, Registration No. 333-46472, relating
to the Hexcel Corporation 1998 Broad Based Incentive Stock Plan
(incorporated herein by reference to Registrant's Form S-8 Registration
Statement, Registration No. 333-46472, dated September 22, 2000).
99.3 Registration Statement on Form S-8, Registration No. 333-67944, relating
to the Hexcel Corporation 1998 Broad Based Incentive Stock Plan
(incorporated herein by reference to Registrant's Form S-8 Registration
Statement, Registration No. 333-67944, dated August 20, 2001).
99.3 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).