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 1997 EMPLOYEE STOCK PURCHASE 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
value $0.01 per share 150,000 $3.00 $450,000 $37
(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 1997 Employee Stock Purchase Plan (as amended,
the "Plan"). By virtue of an amendment to the Plan, the number of shares
issuable thereunder was increased by 150,000 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, which is within five business days
prior to filing.
The Registrant has previously registered 454,574 shares of its Common
Stock, $0.01 par value, issuable under the Hexcel Corporation 1997 Employee
Stock Purchase Plan (as amended, the "Plan"). This Registration Statement is
being filed pursuant to General Instruction E to Form S-8 to register an
additional 150,000 shares issuable under the Plan. The Registrant hereby
incorporates by reference Registrant's previous Form S-8 Registration Statements
(File Nos. 333-31125 and 333-85196) relating to the Plan, as filed with the
Securities and Exchange Commission (the "Commission") on July 11, 1997 and March
29, 2002.
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 1997 Employee Stock Purchase Plan, as
amended and restated on March 19, 2003 (incorporated herein by
reference to Exhibit 10.43 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.
333-31125, relating to the Hexcel Corporation 1997 Employee
Stock Purchase Plan (incorporated herein by reference to
Registrant's Form S-8 Registration Statement, Registration No.
333-31125, dated July 11, 1997).
99.2 Registration Statement on Form S-8, Registration No.
333-85196, relating to the Hexcel Corporation 1997 Employee
Stock Purchase Plan (incorporated herein by reference to
Registrant's Form S-8 Registration Statement, Registration No.
333-85196, dated March 29, 2002).
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).
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
--------- ----- ----
/s/ David E. Berges Chief Executive Officer; President; March 31, 2003
----------------------------- Director
David E. Berges
/s/ Stephen C. Forsyth Executive Vice President; Chief March 31, 2003
----------------------------- Financial Officer
Stephen C. Forsyth
/s/ William J. Fazio Controller; Principal Accounting March 31, 2003
----------------------------- Officer
William J. Fazio
/s/ Joel S. Beckman Director March 31, 2003
-----------------------------
Joel S. Beckman
/s/ H. Arthur Bellows, Jr. Director March 31, 2003
-----------------------------
H. Arthur Bellows, Jr.
/s/ James J. Gaffney Director March 31, 2003
-----------------------------
James J. Gaffney
/s/ Sanjeev K. Mehra Director March 31, 2003
-----------------------------
Sanjeev K. Mehra
/s/ Lewis Rubin Director March 31, 2003
-----------------------------
Lewis Rubin
/s/ Robert J. Small Director March 31, 2003
-----------------------------
Robert J. Small
/s/ Martin Solomon Director March 31, 2003
-----------------------------
Martin Solomon
EXHIBIT INDEX
EXHIBIT
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 1997 Employee Stock Purchase Plan, as amended and
restated on March 19, 2003 (incorporated herein by reference to Exhibit
10.43 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.
23.2 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. 333-31125, relating
to the Hexcel Corporation 1997 Employee Stock Purchase Plan
(incorporated herein by reference to Registrant's Form S-8 Registration
Statement, Registration No. 333-31125, dated July 11, 1997).
99.2 Registration Statement on Form S-8, Registration No. 333-85196, relating
to the Hexcel Corporation 1997 Employee Stock Purchase Plan
(incorporated herein by reference to Registrant's Form S-8 Registration
Statement, Registration No. 333-85196, dated March 29, 2002).
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).