As filed with the Securities and Exchange Commission on July 29, 2005

Registration No. 333-          

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

STONERIDGE, INC.

(Exact name of registrant as specified in its charter)

Ohio		34-1598949
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9400 East Market Street		44484
(Address of Principal Executive Offices)		(Zip Code)

STONERIDGE, INC.
DIRECTORS’ RESTRICTED SHARES PLAN

(Full title of the plan)

GERALD V. PISANI
Stoneridge, Inc.
9400 East Market Street
Warren, Ohio 44484

(Name and address of agent for service)

(330) 856-2443

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of

Amount

Proposed

Proposed

Securities To

To Be

Maximum Offering

Maximum Aggregate

Amount of

Be Registered

Registered

Price Per Share

Offering Price

Registration Fee

Common Shares, without par value

300,000

(1)

$

9.38

(2)

$

2,814,000

$

331.21

(1)		Also includes an indeterminable number of additional shares that may become issuable pursuant to the anti-dilution provisions of the Plans.
(2)		Estimated in accordance with Rule 457 solely for the purpose of determining the registration fee. The fee is based on $9.38, the average of the high and low sale prices on July 25, 2005, of the Registrant’s Common Shares as reported on the New York Stock Exchange.

 

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The documents listed in (a) through (d) below are incorporated by reference into this Registration Statement. All documents filed by Stoneridge, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) subsequent to the date of the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities registered hereunder have been sold or that de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part thereof from the date of the filing of such documents.

(a) The Registrant’s Annual Report on Form 10-K (the “2004 Form 10-K”) for the fiscal year ended December 31, 2004;

(b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2004, including the Form 10-Q for the quarter ended April 2, 2005 and the Current Reports on Form 8-K filed with the Commission on January 21, 2005, March 29, 2005, April 1, 2005, April 22, 2005, May 12, 2005, May 19, 2005 and July 21, 2005;

(c) The information contained in the Registrant’s Proxy Statement dated March 11, 2005, for its Annual Meeting of Shareholders held on April 18, 2005, that has been incorporated by reference in the 2004 Form 10-K and was filed with the Commission on Schedule 14A on March 11, 2005; and

(d) The description of the Registrant’s Common Shares contained in the Form 8-A Registration Statement filed with the Commission on September 8, 1997 under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The legality of the Common Shares offered hereby has been passed upon for the Registrant by Baker & Hostetler llp, Cleveland, Ohio. Avery S. Cohen, a Director and Secretary of the Registrant, is a partner in Baker & Hostetler llp. On April 18, 2005, Mr. Cohen (as a non-employee director) received 5,200 restricted Common Shares pursuant to the Directors’ Restricted Shares Plan.

Item 6. Indemnification of Directors and Officers.

     The Ohio Revised Code (the “Code”) authorizes Ohio corporations to indemnify officers and directors from liability if the officer or director acted in good faith and in a manner reasonably believed by the officer or director to be in or not opposed to the best interests of the corporation, and with respect to any criminal actions, if the officer or director had no reason to believe his action was unlawful. In the case of an action by or on behalf of a corporation, indemnification may not be made (i) if the person seeking indemnification is adjudged liable for negligence or misconduct, unless the court in which such action was brought determines such person is fairly and reasonably entitled to indemnification or (ii) if liability asserted against such person concerns certain unlawful distributions. The indemnification provisions of the Code require indemnification if a director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding that he was a party to by reason of the fact that he is or was a director or officer of the corporation. The indemnification authorized under Ohio law is not exclusive and is in addition to any other rights granted to officers and directors under the articles of incorporation or code of regulations of the corporation or any agreement between officers and directors and the corporation. A corporation may purchase and maintain insurance or furnish similar protection on behalf of any officer or director against any liability asserted against him and incurred by him in his capacity, or arising out of the status, as an officer or director, whether or not the corporation would have the power to indemnify him against such liability under the Code.

     The Registrant’s Amended and Restated Code of Regulations provides for the indemnification of directors and officers of the Registrant to the maximum extent permitted by Ohio law as authorized by the Board of Directors of the Registrant, for the advancement of expenses incurred in connection with the defense of any action, suit or proceeding that he was a party to by reason of the fact that he is or was an officer or director of the Registrant upon the receipt of an undertaking to repay such amount unless it is ultimately determined that the officer or director is entitled to indemnification. The Amended and Restated Code of Regulations authorizes the Registrant to purchase and maintain insurance on behalf of any director, officer, employee or agent of the Registrant against any liability asserted against them in such capacity or arising out of their status as such, whether or not the Registrant would have power to indemnify such officer, employee or agent against such liability under the provisions of the Amended and Restated Code of Regulations of the Registrant.

     The Registrant maintains a directors’ and officers’ insurance policy which insures the officers and directors of the Registrant from any claim arising out of an alleged wrongful act by such persons in their respective capacities as officers and directors of the Registrant.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number		Description of Exhibit
4.1		Second Amended and Restated Articles of Incorporation of Stoneridge, Inc.(1)
4.2		Amended and Restated Code of Regulations of Stoneridge, Inc.(1)
4.3		Directors’ Restricted Shares Plan.
5.1		Opinion of Baker & Hostetler llp as to legality of the Common Shares being registered
23.1		Consent of Baker & Hostetler llp (included in Opinion filed as Exhibit 5.1 hereto)
23.2		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
24.1		Powers of Attorney (included at page II-5)

Item 9. Undertakings.

The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended (the “Securities Act”), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

     The Registrant further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy, as expressed in the Securities Act, and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy, as expressed in the Securities Act, and will be governed by the final adjudication of such issue.

SIGNATURES

     The Registrant. 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 Warren, State of Ohio, on this 18th day of July 2005.

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gerald V. Pisani, Joseph M. Mallak and Avery S. Cohen, or any one of them, his true and lawful attorneys-in-fact and agents, 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 post-effective amendments to this Registration Statement, and to file the same with all exhibits hereto, and other documents in connection herewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or 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 attorneys-in-fact and agents, or any of them, or their or his 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 on July 18, 2005 by the following persons in the capacities indicated below.

Signature		Title
/s/ Gerald V. Pisani   Gerald V. Pisani		Director, President and Chief Executive Officer (Principal Executive Officer)
/s/ Joseph M. Mallak   Joseph M. Mallak		Vice President and Chief Financial Officer (Principal Accounting Officer)
/s/ Avery S. Cohen   Avery S. Cohen		Director, Secretary
/s/ Richard E. Cheney   Richard E. Cheney		Director

Signature		Title
/s/ John C. Corey   John C. Corey		Director
/s/ D.M. Draime   D.M. Draime		Director
/s/ Jeffrey P. Draime   Jeffrey P. Draime		Director
/s/ Sheldon J. Epstein   Sheldon J. Epstein		Director
/s/ Douglas C. Jacobs   Douglas C. Jacobs		Director
/s/ William M. Lasky   William M. Lasky		Director
/s/ Earl L. Linehan   Earl L. Linehan		Director

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
4.1		Second Amended and Restated Articles of Incorporation of Stoneridge, Inc.(1)
4.2		Amended and Restated Code of Regulations of Stoneridge, Inc.(1)
4.3		Directors’ Restricted Shares Plan
5.1		Opinion of Baker & Hostetler llp as to legality of the Common Shares being registered
23.1		Consent of Baker & Hostetler llp (included in Opinion filed as Exhibit 5.1 hereto)
23.2		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
24.1		Powers of Attorney (included at page II-5)