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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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American Axle & Manufacturing Holdings, Inc..
(Exact name of registrant as specified in its charter)
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Delaware 36-3161171
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1840 Holbrook Avenue
Detroit, Michigan 48212
(Address of Principal Executive Offices) (Zip Code)
AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
AND
AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
(Full title of the plans)
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Patrick S. Lancaster
Group Vice President, Chief Administrative Officer and Secretary
1840 Holbrook Avenue
Detroit, Michigan 48212-3488
(313) 974-2333
(Name, address and telephone number, including area code, of agent for services)
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Copies to:
David B. Braun, Esq.
Butzel Long
150 W. Jefferson, Ste. 900
Detroit, Michigan 48226-4430
(313) 983-7454
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CALCULATION OF REGISTRATION FEE
Title of Securities Amount Proposed Maximum Proposed Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share (2) Offering Price(2) Fee (2)(3)
Common Stock
($.01 par value) 2,000,000 $10.43 $20,860,000 $5,215
(1) In addition, pursuant to Rule 416 (c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
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(2) Estimated solely for purposes of determining the amount of the
registration fee, in accordance with Rule 457(c) and (h) under the
Securities Act of 1933 on the basis of the average of the high and low
prices of American Axle Common Stock as reported on the New York Stock
Exchange on September 21, 2001.
(3) A registration fee of $49,318 was paid with respect to the earlier
registration of 7,500,000 common shares pursuant to Registration No.
333-66098, of which $8,220 represents the fee associated with the
common shares that were not sold in the offering. The Company is
applying the fee associated with these unsold shares to the payment of
the fees associated with this registration statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given, as requested, to plan participants in the American Axle &
Manufacturing, Inc. Salaried Savings Plan or the American Axle & Manufacturing,
Inc. Personal Savings Plan for Hourly-Rate Associates, respectively, as
specified by Rule 428 of the Securities Act of 1933 (the "Securities Act"), as
amended. In accordance with the instructions of Part I of Form S-8, such
documents will not be 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 of the Securities Act. These
documents and the documents incorporated by reference pursuant to Item 3 of Part
II of this Registration Statement, taken together, constitute the prospectus as
required by Section 10(a) of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by American Axle & Manufacturing
Holdings, Inc. a Delaware corporation (the "Company"), with the Commission are
incorporated by reference into this Registration Statement:
(a) The Company's registration statement on Form S-3 (Commission
File No. 333-66098).
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001 and June 30, 2001 (Commission File No.
1-14303).
(c) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000 (Commission File No. 1-14303).
(d) The description of the Company's Common Stock which is
contained in the registration statement on Form 8-A dated July
15, 1998, (Commission File No. 1-14303 incorporating by
reference the "Description of Capital Stock" in our
Registration Statement on Form S-1, Commission File No.
333-53491) including any amendments or reports filed for the
purpose of updating such description.
(e) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), after the date of this Registration
Statement and prior to the filing of the post-effective
amendment to this Registration Statement which indicates that
all securities offered have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this
Registration Statement from the date of the filing of such
documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
The documents incorporated by reference herein contain forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ significantly from the results discussed in the forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, the risks identified in the respective documents incorporated by
reference.
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Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") authorizes the registrant to indemnify the officers and
directors of the Company, under certain circumstances and subject to certain
conditions and limitations as stated therein, against all expenses and
liabilities incurred by or imposed upon them as a result of actions, suits and
proceedings, civil or criminal, brought against them as such officers and
directors if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the Registrant and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful.
Reference is hereby made to Article VI of the registrant's bylaws, a
copy of which is filed as Exhibit 3.02, which provides for indemnification of
officers and directors of the registrant to the full extent authorized by
Section 145 of the Delaware Law. Section 7 of Article VI of the bylaws
authorizes the registrant to purchase and maintain insurance on behalf of any
officer, director, employee, trustee or agent of the registrant or its
subsidiaries against any liability asserted against or incurred by them in such
capacity or arising out of their status as such, whether or not the registrant
would have the power to indemnify such officer, director, employee, trustee or
agent against such liability under the provisions of such Article or Delaware
law.
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.
Section 102(b)(7) of the Delaware Law permits corporations to eliminate
or limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of a fiduciary duty of care as a
director. Reference is made to Article Sixth of the registrant's certificate of
incorporation, a copy of which is filed as Exhibit 3.01, which limits a
director's liability in accordance with such Section
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits
Exhibit
Number Description
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4.1 The Company's Amended and Restated Articles of Incorporation
(incorporated herein by reference to Exhibit 3.01 to the
Company's Registration Statement on Form S-1 (Registration
Statement No. 333-53491)).
4.2 The Company's Bylaws (incorporated herein by reference to
Exhibit 3.02 to the Company's Registration Statement on Form
S-1 (Registration Statement No. 333-53491)).
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5.1* Opinion of Richard G. Raymond, Esq. as to the legality of the
securities being offered.
10.1* Restatement of the American Axle & Manufacturing, Inc.
Personal Savings Plan for Hourly-Rate Associates dated
September 27, 2001.
10.2* Restatement of the American Axle & Manufacturing, Inc.
Salaried Savings Plan dated September 27, 2001
23.1* Consent of Deloitte & Touche LLP, independent auditors
23.2* Consent of Richard G. Raymond, Esq. (included in Exhibit 5.1)
*Filed Herewith.
The Company will or has submitted the Plans and any amendment thereto
to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the
Plans.
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment to
this Registration Statement;
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement.
Provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the registration statement is on Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offer of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities
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offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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 issues.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we certify
that we have reasonable grounds to believe that we meet all of the requirements
for filing on Form S-8 and have duly caused this Registration Statement to be
signed on our behalf by the undersigned, thereunto duly authorized, in the City
of Detroit, State of Michigan on September 28, 2001.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC
/s/ Patrick S. Lancaster
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By: Patrick S. Lancaster
Group Vice President, Chief Administrative Officer
and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 28th day of September, 2001.
SIGNATURE TITLE
/s/ Richard E. Dauch
------------------------ Co-Founder, Chairman of the Board of Directors
Richard E. Dauch and Chief Executive Officer
/s/ Robin J. Adams
------------------------ Executive Vice President-Finance and Chief
Robin J. Adams Financial Officer
/s/ Forest J. Farmer
------------------------ Director
Forest J. Farmer
/s/ Robert L. Friedman
------------------------ Director
Robert L. Friedman
/s/ Richard C. Lappin
------------------------ Director
Richard C. Lappin
/s/ B. G. Mathis
------------------------ Director
B. G. Mathis
/s/ L.W. McCurdy
------------------------ Director
L.W. McCurdy
/s/ Bret D. Pearlman
------------------------ Director
Bret D. Pearlman
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/s/ John P. Reilly
------------------------ Director
John P. Reilly
/s/ Thomas K. Walker
------------------------- Director
Thomas K. Walker
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EXHIBIT INDEX
Exhibit Exhibit
Number Description
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5.1* Opinion of Richard G. Raymond, Esq. as to the legality of the
securities being offered.
10.1* Restatement of the American Axle & Manufacturing, Inc. Personal
Savings Plan for Hourly-Rate Associates dated September 27, 2001.
10.2* Restatement of the American Axle & Manufacturing, Inc. Salaried
Savings Plan dated September 27, 2001.
23.1* Consent of Deloitte & Touche LLP, independent auditors
23.2* Consent of Richard G. Raymond, Esq. (included in Exhibit 5.1)
*Filed Herewith.