AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 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.)
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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 PURCHSE 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 254,574 $4.00 $1,018,296 $94
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 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 254,574 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 28, 2002, which is within five business days
prior to filing.
The Registrant has previously registered 200,000 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 254,574 shares issuable under the Plan. The Registrant hereby
incorporates by reference Registrant's previous Form S-8 Registration Statement
(File No. 333-31125) relating to the Plan, as filed with the Securities and
Exchange Commission (the "Commission") on July 11, 1997.
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 1997 Employee Stock Purchase Plan,
as amended on March 19, 2002 (incorporated herein by
reference to Exhibit 10.39 to the Company'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.
333-31125, 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).
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 29th day of
March, 2002.
HEXCEL CORPORATION
By: /s/ Ira J. Krakower
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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 each of David E. Berges,
Stephen C. Forsyth and Ira J. Krakower, such person's attorney-in-fact, with the
power of substitution, for such person 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 each of 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 March 29, 2002
----------------------------- Executive Officer; President;
David E. Berges Director
/s/ Stephen C. Forsyth Executive Vice President; Chief March 29, 2002
----------------------------- Financial Officer
Stephen C. Forsyth
/s/ William J. Fazio Controller; Principal Accounting March 29, 2002
----------------------------- Officer
William J. Fazio
/s/ H. Arthur Bellows, Jr. Director March 20, 2002
-----------------------------
H. Arthur Bellows, Jr.
/s/ Sandra L. Derickson Director March 25, 2002
-----------------------------
Sandra L. Derickson
/s/ James J. Gaffney Director March 21, 2002
-----------------------------
James J. Gaffney
/s/ Marshall S. Geller Director March 29, 2002
-----------------------------
Marshall S. Geller
/s/ Sanjeev K. Mehra Director March 29, 2002
-----------------------------
Sanjeev K. Mehra
/s/ Lewis Rubin Director March 20, 2002
-----------------------------
Lewis Rubin
/s/ Peter M. Sacerdote Director March 26, 2002
-----------------------------
Peter M. Sacerdote
/s/ Martin L. Solomon Director March 29, 2002
-----------------------------
Martin L. 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 1997 Employee Stock Purchase Plan, as amended on
March 19, 2002 (incorporated herein by reference to Exhibit 10.39 to
the Company'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. 333-31125,
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).