AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 2003
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 2003 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
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Common Stock, par 5,500,000 $ 3.00 $ 16,500,000 $ 1,335
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 2003 Incentive Stock Plan (as amended, the "Plan"). By virtue
of an amendment and restatement of two previously existing plans into the
Plan, the number of shares issuable thereunder was increased by 5,500,000
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
March 26, 2003, within five business days prior to filing.
The Registrant has previously registered 11,307,201 shares of its
Common Stock, $0.01 par value, issuable under the Hexcel Corporation Incentive
Stock Plan and the Hexcel Corporation 1998 Broad Based Incentive Stock Plan (the
"Original Plans"). On March 19, 2003, the Original Plans were amended and
restated into the Hexcel Corporation 2003 Incentive Stock Plan. This
Registration Statement is being filed pursuant to General Instruction E to Form
S-8 to register an additional 5,500,000 shares issuable under the Hexcel
Corporation 2003 Incentive Stock Plan. The Registrant hereby incorporates by
reference Registrant's previous Form S-8 Registration Statements relating to the
Original Plans (File Nos. 333-01225, 333-36163, 333-57223, 333-83745, 333-46472,
333-46626, 333-67944, 333-90060 and 333-90062), as filed with the Securities and
Exchange Commission (the "Commission") on February 27, 1996, September 23, 1997,
June 19, 1998, July 26, 1999, September 22, 2000, September 26, 2000, August 20,
2001, June 7, 2002 and June 7, 2002, respectively.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Registrant dated
June 3, 1996 (incorporated herein by reference to Exhibit 1 to
the Registrant's Registration Statement on Form 8-A dated
July 9, 1996, Registration No. 1-08472).
4.2 Certificate of Amendment of the Restated Certificate of
Incorporation of the Registrant dated March 19, 2003
(incorporated herein by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2002, filed on March 31, 2003).
4.3 Amended and Restated By-laws of the Registrant dated March 19,
2003 (incorporated herein by reference to Exhibit 3.3 to the
Registrant's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2002, filed on March 31, 2003).
4.4 Hexcel Corporation 2003 Incentive Stock Plan, dated as of March
19, 2003 (incorporated herein by reference to Exhibit 10.3 to
the Registrant's Annual Report on Form 10-K/A for the fiscal
year ended December 31, 2002, filed on March 31, 2003).
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 Tohmatsu.
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. 333-01225,
relating to the Hexcel Corporation Incentive Stock Plan
(incorporated herein by reference to Registrant's Form S-8
Registration Statement, Registration No. 333-01225, dated
February 27, 1996).
99.2 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, Registration No. 333-36163, dated
September 23, 1997).
99.3 Registration Statement on Form S-8, Registration No. 333-57223,
relating to the Hexcel Corporation Incentive Stock Plan
(incorporated herein by reference to Registrant's Form S-8
Registration Statement, Registration No. 333-57223, dated June
19, 1998).
99.4 Registration Statement on Form S-8, Registration No. 333-83745,
relating to the Hexcel Corporation Incentive Stock Plan
(incorporated herein by reference to Registrant's Form S-8
Registration Statement, Registration No. 333-83745, dated July
26, 1999).
99.5 Registration Statement on Form S-8, Registration No. 333-46472,
relating to the Hexcel Corporation Incentive Stock Plan
(incorporated herein by reference to Registrant's Form S-8
Registration Statement, Registration No. 333-46472, dated
September 22, 2000).
99.6 Registration Statement on Form S-8, Registration No. 333-46626,
relating to the Hexcel Corporation Incentive Stock Plan
(incorporated herein by reference to Registrant's Form S-8
Registration Statement, Registration No. 333-46626, dated
September 26, 2000).
99.7 Registration Statement on Form S-8, Registration No. 333-67944,
relating to the Hexcel Corporation Incentive Stock Plan
(incorporated herein by reference to Registrant's Form S-8
Registration Statement, Registration No. 333-67944, dated August
20, 2001).
99.8 Registration Statement on Form S-8, Registration No. 333-90060,
relating to the Hexcel Corporation Incentive Stock Plan
(incorporated herein by reference to Registrant's Form S-8
Registration Statement, Registration No. 333-90060, dated
June 7, 2002).
99.9 Registration Statement on Form S-8, Registration No. 333-90062,
relating to the Hexcel Corporation Incentive Stock Plan
(incorporated herein by reference to Registrant's Form S-8
Registration Statement, Registration No. 333-90062, dated
June 7, 2002).
99.10 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 31st day of
March, 2003.
HEXCEL CORPORATION
(Registrant)
By: /s/ Ira J. Krakower
-------------------------------------
Ira J. Krakower
Senior Vice President
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
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/s/ David E. Berges Chief Executive Officer; President; March 31, 2003
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David E. Berges Director
/s/ Stephen C. Forsyth Executive Vice President; Chief March 31, 2003
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Stephen C. Forsyth Financial Officer
/s/ William J. Fazio Controller; Principal Accounting March 31, 2003
----------------------------- Officer
William J. Fazio
/s/ Joel S. Beckman Director March 31, 2003
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Joel S. Beckman
/s/ H. Arthur Bellows, Jr. Director March 31, 2003
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H. Arthur Bellows, Jr.
/s/ James J. Gaffney Director March 31, 2003
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James J. Gaffney
/s/ Sanjeev K. Mehra Director March 31, 2003
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Sanjeev K. Mehra
/s/ Lewis Rubin Director March 31, 2003
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Lewis Rubin
/s/ Robert J. Small Director March 31, 2003
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Robert J. Small
/s/ Martin Solomon Director March 31, 2003
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Martin Solomon
EXHIBIT INDEX
Exhibit
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4.1 Restated Certificate of Incorporation of the Registrant dated June 3,
1996 (incorporated herein by reference to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A dated July 9, 1996, Registration No.
1-08472).
4.2 Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant dated March 19, 2003 (incorporated herein by
reference to Exhibit 3.2 to the Registrant's Annual Report on Form
10-K/A for the fiscal year ended December 31, 2002, filed on March 31,
2003).
4.3 Amended and Restated By-laws of the Registrant dated March 19, 2003
(incorporated herein by reference to Exhibit 3.3 to the Registrant's
Annual Report on Form 10-K/A for the fiscal year ended December 31,
2002, filed on March 31, 2003).
4.4 Hexcel Corporation 2003 Incentive Stock Plan, dated as of March 19,
2003 (incorporated herein by reference to Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2002, filed on March 31, 2003).
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 Tohmatsu.
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. 333-01225,
relating to the Hexcel Corporation Incentive Stock Plan (incorporated
herein by reference to Registrant's Form S-8 Registration Statement,
Registration No. 333-01225, dated February 27, 1996).
99.2 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,
Registration No. 333-36163, dated September 23, 1997).
99.3 Registration Statement on Form S-8, Registration No. 333-57223,
relating to the Hexcel Corporation Incentive Stock Plan (incorporated
herein by reference to Registrant's Form S-8 Registration Statement,
Registration No. 333-57223, dated June 19, 1998).
99.4 Registration Statement on Form S-8, Registration No. 333-83745,
relating to the Hexcel Corporation Incentive Stock Plan (incorporated
herein by reference to Registrant's Form S-8 Registration Statement,
Registration No. 333-83745, dated July 26, 1999).
99.5 Registration Statement on Form S-8, Registration No. 333-46472,
relating to the Hexcel Corporation Incentive Stock Plan (incorporated
herein by reference to Registrant's Form S-8 Registration Statement,
Registration No. 333-46472, dated September 22, 2000).
99.6 Registration Statement on Form S-8, Registration No. 333-46626,
relating to the Hexcel Corporation Incentive Stock Plan (incorporated
herein by reference to Registrant's Form S-8 Registration Statement,
Registration No. 333-46626, dated September 26, 2000).
99.7 Registration Statement on Form S-8, Registration No. 333-67944,
relating to the Hexcel Corporation Incentive Stock Plan (incorporated
herein by reference to Registrant's Form S-8 Registration Statement,
Registration No. 333-67944, dated August 20, 2001).
99.8 Registration Statement on Form S-8, Registration No. 333-90060,
relating to the Hexcel Corporation Incentive Stock Plan (incorporated
herein by reference to Registrant's Form S-8 Registration Statement,
Registration No. 333-90060, dated June 7, 2002).
99.9 Registration Statement on Form S-8, Registration No. 333-90062,
relating to the Hexcel Corporation Incentive Stock Plan (incorporated
herein by reference to Registrant's Form S-8 Registration Statement,
Registration No. 333-90062, dated June 7, 2002).
99.10 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).