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 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 357,201 $4.15 $1,482,384 $137
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 Incentive Stock Plan (as amended, the
"Plan"). By virtue of an amendment to the Plan, the number of shares
issuable thereunder was increased by 357,201 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 8,850,000 shares of
its Common Stock, $0.01 par value, issuable under the Hexcel Corporation
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 357,201 shares issuable under the Plan. The Registrant hereby
incorporates by reference Registrant's previous Form S-8 Registration Statements
(File Nos. 333-01225, 333-36163, 333-83745 and 333-46626) relating to the Plan,
as filed with the Securities and Exchange Commission (the "Commission") on
February 27, 1996, September 23, 1997, July 26, 1999 and September 26, 2000,
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 Incentive Stock Plan, as amended
and restated on December 19, 2000 and as further
amended on January 10, 2002 (incorporated herein by
reference to Exhibit 10.3(f) 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.
333-01225, 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.
333-83745, 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).
99.4 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).
99.5 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
-----------------------------
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 Incentive Stock Plan, as amended and restated on
December 19, 2000 and as further amended on January 10, 2002
(incorporated herein by reference to Exhibit 10.3(f) 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. 333-01225,
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. 333-83745,
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).
99.4 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).
99.5 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).