As filed with the Securities and Exchange Commission on April 21, 2003
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Dana Corporation
(Exact name of registrant as specified in its charter)
| Virginia | 34-4361040 | |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
| incorporation or organization) | ||
| 4500 Dorr Street, Toledo, Ohio | 43615 | |
| (Address of principal executive offices) | (Zip code) |
Dana Corporation Amended and Restated Stock Incentive Plan
and Dana Corporation Director Deferred Fee Plan
(Full titles of the plans)
Michael L. DeBacker, Secretary
Dana Corporation, P.O. Box 1000, Toledo, Ohio 43697
(Name and address of agent for service)
419-535-4500
(Telephone number of agent for service)
Calculation of Registration Fee
| Title of each | Proposed maximum | Proposed maximum | ||||||||||||||
| class of securities | Amount to be | offering price | aggregate offering | Amount of | ||||||||||||
| to be registered | registered | per share (1) | price (1) | registration fee | ||||||||||||
Common stock (par |
5,200,000 shares | $ | 7.80 | $ | 40,560,000 | $ | 3,282 | |||||||||
value $1 per share) |
and related | |||||||||||||||
| Preferred Share | ||||||||||||||||
| Purchase Rights (2) | ||||||||||||||||
(1) Estimated solely for the purpose of determining the amount of the registration fee pursuant to Securities Act Rule 457(c) on the basis of the average high and low prices reported on the New York Stock Exchange Composite Tape on April 14, 2003.
(2) Includes 5,000,000 shares registered for issuance under the Dana Corporation Amended and Restated Stock Incentive Plan (formerly known as the Dana Corporation 1997 Stock Option Plan) and 200,000 shares registered for issuance under the Dana Corporation Director Deferred Fee Plan.
As permitted by Securities Act Rule 429(a), the prospectuses included herein also relate to Registration Statements Nos. 333-59442, 333-37435 and 33-64198.
REGISTRATION OF ADDITIONAL SECURITIES
Dana Corporation (Dana) is hereby registering 5,000,000 additional shares of its common stock, par value $1 per share (Common Stock) and the related Preferred Share Purchase Rights (Rights) for issuance under the Dana Corporation Amended and Restated Incentive Stock Plan, formerly known as the Dana Corporation 1997 Stock Option Plan. The following registration statements on Form S-8 relating to the same class of securities and the same employee benefit plan are currently effective and, in accordance with General Instruction E to Form S-8, the contents of those registration statements are incorporated herein by reference: Registration Statement No. 333-59442, filed with the Securities and Exchange Commission (SEC) on April 24, 2001; Registration Statement No. 333-37435, filed with the SEC on October 8, 1997; and Registration Statement No. 33-64198, filed with the SEC on June 10, 1993.
Dana is also hereby registering 200,000 additional shares of its Common Stock and the related Rights for issuance under the Dana Corporation Director Deferred Fee Plan. The following registration statements on Form S-8 relating to the same class of securities and the same employee benefit plan are currently effective and, in accordance with General Instruction E to Form S-8, the contents of those registration statements are incorporated herein by reference: Registration Statement No. 333-37435, filed with the SEC on October 8, 1997, and Registration Statement No. 33-64198, filed with the SEC on June 10, 1993.
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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 Toledo, State of Ohio, on April 21, 2003.
| Dana Corporation | ||||
| By: | /s/ Michael L. DeBacker | |||
| Michael L. DeBacker | ||||
| Vice President, General Counsel and Secretary | ||||
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 | ||
|
|
||||
| Principal Executive Officer: | ||||
| /s/ J. M. Magliochetti | Chief Executive Officer | April 21, 2003 | ||
| and Director | ||||
| J. M. Magliochetti | ||||
| Principal Financial Officer: | ||||
| /s/ R. C. Richter | Chief Financial Officer | April 21, 2003 | ||
| R. C. Richter | ||||
| Principal Accounting Officer: | ||||
| /s/ R. J. Westerheide | Chief Accounting Officer | April 21, 2003 | ||
| R. J. Westerheide |
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| Signature | Title | Date | ||
|
|
||||
| Directors: | ||||
| */s/ B. F. Bailar | Director | April 21, 2003 | ||
| B. F. Bailar | ||||
| */s/ A. C. Baillie
|
Director | April 21, 2003 | ||
| A. C. Baillie | ||||
| */s/ E. M. Carpenter
E. M. Carpenter |
Director | April 21, 2003 | ||
| */s/ E. Clark
E. Clark |
Director | April 21, 2003 | ||
| */s/ C. W. Grisé
C. W. Grisé |
Director | April 21, 2003 | ||
| */s/ G. H. Hiner
G. H. Hiner |
Director | April 21, 2003 | ||
| */s/ J. P. Kelly
J. P. Kelly |
Director | April 21, 2003 | ||
| */s/ M. R. Marks
M. R. Marks |
Director | April 21, 2003 | ||
| */s/ R. B. Priory
R. B. Priory |
Director | April 21, 2003 | ||
| */s/ F. M. Senderos
F. M. Senderos |
Director | April 21, 2003 |
| * By | /s/ | Michael L. DeBacker | ||||
| Michael L. DeBacker | ||||||
| Attorney-in-Fact | ||||||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 5 | Opinion of Hunton & Williams | |
| 23-A | Consent of PricewaterhouseCoopers LLP | |
| 23-B | Consent of Hunton & Williams (included in Exhibit 5) | |
| 24-A | Power of Attorney (Stock Incentive Plan) | |
| 24-B | Power of Attorney (Director Deferred Fee Plan) |
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