As filed with the Securities and Exchange Commission on August 3, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMMERCIAL VEHICLE GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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41-1990662 |
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(I.R.S. Employer |
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Identification No.) |
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| 6530 West Campus Oval |
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| New Albany, Ohio
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43054 |
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(Zip Code) |
Commercial Vehicle Group, Inc. Second Amended and Restated Equity
Incentive Plan
(Full title of the plan)
Chad M. Utrup
Chief Financial Officer
Commercial Vehicle Group, Inc.
6530 West Campus Oval
New Albany, Ohio 43054
Telephone: (614) 289-5360
Telecopy: (614) 289-5365
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Dennis M. Myers, P.C.
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Telephone: (312) 861-2000
CALCULATION OF REGISTRATION FEE
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Proposed maximum |
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Proposed maximum |
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Amount of |
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Title of securities to be |
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Amount to be |
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offering price per |
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aggregate offering |
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registration |
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registered |
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registered (1) |
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share (2) |
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price (2) |
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fee (3) |
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Common Stock, par value
$0.01 per share |
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1,000,000 shares |
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$14.84 |
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$14,840,000 |
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$456 |
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Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration
Statement shall also cover any additional shares of common stock which become issuable under
the above-named plan by reason of any stock dividend, stock split, recapitalization or any
other similar transaction effected without the receipt of consideration which results in an
increase in the number of our outstanding shares of common stock. |
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Estimated pursuant to Rules 457(c) and 457(h) solely for purposes of calculating the amount
of the registration fee upon the average of the high and low prices of the registrant’s common
stock on July 31, 2007, as reported by The Nasdaq Global Select Market. |
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Pursuant to Rule 429 of the Securities Act, a combined prospectus, relating to the 1,000,000
shares registered hereby and 1,910,869 shares registered pursuant to the registration
statement filed on May 3, 2005 (Registration No. 333-124590), will be delivered to plan
participants in accordance with Form S-8 and Rule 428 of the Securities Act. |
TABLE OF CONTENTS
EXPLANATORY NOTE
This Registration Statement on Form S-8 incorporates by reference the Registration Statement
on Form S-8 filed by us on May 3, 2005 (Registration No. 333-124590) (the “Original Filing”). Any
items in the Original Filing not expressly changed hereby shall be as set forth in the Original
Filing.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The documents containing the information specified in Part I will be delivered in accordance
with Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such
documents are not required to be, and are not, filed with the Securities and Exchange Commission
(the “Commission”), either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form
S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Commercial Vehicle Group, Inc. (the
“Company”) with the Commission, are incorporated in this Registration Statement by reference:
(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2006, filed on March 13, 2007.
(b) The Company’s Quarterly Reports on Form 10-Q for the quarterly period ended
March 31, 2007, filed on May 4, 2007, and for the quarterly period ended June 30,
2007, filed on August 3, 2007.
(c) The Company’s Current Reports on Form 8-K, filed on March 9, 2007 (to
disclose entry into a material definitive agreement under Item 1.01), on May 23,
2007 (to disclose costs associated with exit or disposal activities under Item 2.05)
and on May 25, 2007 (to disclose compensatory arrangements of certain officers under
Item 5.02).
(d) The description of the Company’s common stock, par value $0.01 per share,
included under the caption “Description of Capital Stock” in the Prospectus forming
a part of the Company’s Registration Statement on Form S-1, initially filed with the
Commission on May 21, 2004 (Registration No. 333-115708), including exhibits, and as
may be subsequently amended from time to time, which description has been
incorporated by reference in Item 1 of the Company’s Registration Statement on Form
8-A, filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), on August 5, 2004 (Registration No. 000-50890).
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The information contained in the Original Filing is incorporated herein by reference.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the attached Exhibit Index, which is incorporated by reference herein.
Item 9. Undertakings.
The information contained in the Original Filing is incorporated herein by reference.
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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 New Albany, State of Ohio, on August 3, 2007.
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COMMERCIAL VEHICLE GROUP, INC. |
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By:
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/s/ Mervin Dunn |
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Name:
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Mervin Dunn |
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Title:
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President and Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Mervin Dunn and Chad M. Utrup and each of them his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities (including his or her capacity as a director
and/or officer) to sign any or 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 unto said
attorney-in-fact and agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, 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 indicated on August 3, 2007.
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Title |
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/s/ Scott D. Rued
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Chairman and Director |
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Scott D. Rued |
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/s/ Mervin Dunn
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President, Chief Executive Officer (principal |
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Mervin Dunn
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executive officer) and Director |
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/s/ Chad M. Utrup
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Chief Financial Officer (principal financial and |
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Chad M. Utrup
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accounting officer) |
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/s/ Scott C. Arves
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Director |
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Scott C. Arves |
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/s/ David R. Bovee
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Director |
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David R. Bovee |
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/s/ Robert C. Griffin
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Director |
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Robert C. Griffin |
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/s/ S.A. Johnson
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Director |
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S.A. Johnson |
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/s/ Richard A. Snell
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Director |
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Richard A. Snell |
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