Registration No. ________
As filed with the Securities and Exchange Commission on February 14, 2003
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STRATTEC SECURITY CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1804239
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3333 West Good Hope Road
Milwaukee, Wisconsin 53209
(Address of principal executive offices) (ZIP Code)
-------------------------
STRATTEC SECURITY CORPORATION
STOCK INCENTIVE PLAN
(Full title of the plan)
-------------------------
Copy to:
PATRICK J. HANSEN JAMES M. BEDORE, ESQ.
Vice President, Chief Financial Reinhart Boerner Van Deuren s.c.
Officer, Treasurer and Secretary 1000 North Water Street, Suite 2100
STRATTEC SECURITY CORPORATION Milwaukee, Wisconsin 53202
3333 West Good Hope Road
Milwaukee, Wisconsin 53209
(Name and address of agent for service)
414-247-3333
(Telephone number, including area code, of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
========================================================================================================
Proposed
Proposed Maximum
Title of Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered Registered Per Share Price (1) Fee
---------- ---------- --------- --------- ---
Common Stock,
$.01 par value 400,000 shares $48.56 (1)(2) $19,424,000 $1,787
========================================================================================================
(1) For the purpose of computing the registration fee, STRATTEC SECURITY
CORPORATION (the "Registrant") has used $48.56 as the average of the high
and low prices of the Common Stock as reported on February 12, 2003 on the
Nasdaq National Market for the offering price per share, in accordance with
Rule 457(h).
(2) The actual offering price will be determined in accordance with the terms
of the Plan.
EXPLANATORY NOTE
On May 30, 2002, the Registrant announced that it had dismissed Arthur
Andersen LLP ("Arthur Andersen") as its independent public accountants. After
reasonable efforts, the Registrant has been unable to obtain the consent of
Arthur Andersen to the incorporation into this registration statement of their
report with respect to the consolidated financial statements of the Registrant,
which appeared in its Annual Report on Form 10-K for the year ended June 30,
2002. Under these circumstances, Rule 437a under the Securities Act permits this
registration statement to be filed without a written consent from Arthur
Andersen. The absence of such consent may limit your recovery on certain claims.
In particular, and without limitation, you will not be able to assert claims
against Arthur Andersen under Section 11 of the Securities Act for any untrue
statement of a material fact contained in the Registrant's consolidated
financial statements for the years ended July 1, 2001 and July 2, 2000 or any
omissions to state a material fact required to be stated therein. In addition,
the ability of Arthur Andersen to satisfy any claims (including claims arising
from Arthur Andersen's provision of auditing and other services to the
Registrant) may be limited as a practical matter due to recent events involving
Arthur Andersen.
PART II - INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This Registration Statement has been filed to register additional
shares of the Registrant's common stock made available under the STRATTEC
SECURITY CORPORATION Stock Incentive Plan by reason of an amendment thereto
approved by the shareholders of the Registrant. Pursuant to General Instruction
E to Form S-8, the contents of the Registrant's earlier Registration Statements
on Form S-8 (Registration Nos. 333-4300 and 333-31002) effective April 29, 1996
and February 24, 2000 are incorporated by reference and made a part hereof.
Item 8. Exhibits.
4.1 Amended and Restated Articles of Incorporation of the
Registrant.
4.2 By-Laws of the Registrant.
4.3 Rights Agreement, dated as of February 6, 1995, between the
Registrant and Firstar Trust Company, as Rights Agent, which
includes the Form of Right Certificate as Exhibit A and the
Summary of Rights to Purchase Common Shares as Exhibit B.
5 Opinion of Reinhart Boerner Van Deuren s.c. as to the legality
of the stock being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Reinhart Boerner Van Deuren s.c. (included in
Exhibit 5).
24 Power of Attorney.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 Milwaukee, State of Wisconsin, on February 11,
2003.
STRATTEC SECURITY CORPORATION
(Registrant)
By /s/ Harold M. Stratton II
-------------------------------------
Harold M. Stratton II
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below, constitutes and appoints Harold M. Stratton II and John
G. Cahill, and each of them, as 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 and 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 onto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
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
that said attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ Harold M. Stratton II Chairman, Chief Executive Officer, and February 11, 2003
---------------------------------------------- Director (Principal Executive Officer)
Harold M. Stratton II
/s/ John G. Cahill President, Chief Operating Officer and February 11, 2003
---------------------------------------------- Director
John G. Cahill
/s/ Patrick J. Hansen Vice President, Chief Financial Officer, February 11, 2003
---------------------------------------------- Treasurer and Secretary (Principal Financial
Patrick J. Hansen Officer and Principal Accounting Officer)
/s/ Frank J. Krejci Director February 11, 2003
----------------------------------------------
Frank J. Krejci
/s/ Michael J. Koss Director February 11, 2003
----------------------------------------------
Michael J. Koss
/s/ Robert Feitler Director February 11, 2003
----------------------------------------------
Robert Feitler
3
STRATTEC SECURITY CORPORATION
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-25150)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
4.1 Amended and Restated Articles of Appendix B to the Registrant's
Incorporation of the Registrant Information Statement annexed to, and
filed as Exhibit 2.1 to, the
Registrant's Form 10/A Amendment No. 2
to Registration Statement dated
February 6, 1995
4.2 By-Laws of the Registrant Appendix C to the Registrant's
Information Statement annexed to, and
filed as Exhibit 2.1 to, the
Registrant's Form 10/A Amendment No. 2
to Registration Statement dated
February 6, 1995
4.3 Rights Agreement dated as of Exhibit 4.1 to the Registrant's
February 6, 1995, between the Form 10/A Amendment No. 2 to
Registrant and Firstar Trust Registration Statement dated
Company, as Rights Agent, which February 6, 1995
includes the Form of Right
Certificate as Exhibit A and the
Summary of Rights to Purchase
Common Shares as Exhibit B
5 Opinion of Counsel X
23.1 Consent of Deloitte & Touche LLP X
23.2 Consent of Counsel Contained in
Opinion filed
as Exhibit 5
24 Powers of Attorney Signature Page to Registration
Statement