REGISTRATION NO. 333-52773-1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
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)
Echlin Inc. 1992 Stock Option Plan
Echlin Inc. 1996 Non-Executive Director Stock Option Plan
(Full Title of the Plan)
Martin J. Strobel, Secretary
4500 Dorr Street
Toledo, Ohio 43615
(Name and Address of Agent for Service)
(419) 535-4500
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
- ----------------------------- ------------------------ ------------------ -------------------------- -----------------------
Proposed Maximum
Title Of Securities To Be Offering Price Per Proposed Maximum Aggregate Amount Of Registration
Registered Amount To Be Registered Share Offering Price Fee
- ----------------------------- ------------------------ ------------------ -------------------------- -----------------------
Common Stock, $1.00 par
value, and related Preferred 1,776,567 shares N/A** N/A** N/A**
Share Purchase Rights
- ----------------------------- ------------------------ ------------------- --------------------------- -----------------------
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* Filed as a Post-Effective Amendment on Form S-8 to such Registration
Statement pursuant to the procedure described herein. See "Explanatory
Note."
** Fee previously paid.
EXPLANATORY NOTE
Dana Corporation ("Dana") hereby amends its Registration Statement on Form
S-4 (No. 333-52773), declared effective on June 1, 1998, as amended (the "S-4"),
by filing this Post-Effective Amendment No. 1 on Form S-8 relating to up to
1,776,567 shares of common stock, par value $1.00 per share, of Dana ("Dana
Common Stock") issuable upon the exercise of options to acquire or receive
shares of Dana Common Stock pursuant to the provisions of (i) the Echlin Inc.
1992 Stock Option Plan (the "1992 Plan") and (ii) the Echlin Inc. 1996
Non-Executive Director Stock Option Plan (the "Director Plan," together with the
1992 Plan, the "Stock Option Plans").
At a special meeting of stockholders of Dana, held on June 30, 1998, Dana's
stockholders approved the issuance of shares of Dana Common Stock, pursuant to
the merger (the "Merger") of Echo Acquisition Corp. ("Merger Sub"), a wholly
owned subsidiary of Dana, with and into Echlin Inc. ("Echlin"), upon the terms
and subject to the conditions of the Agreement and Plan of Merger, amended and
restated as of May 29, 1998, by and among Dana, Merger Sub and Echlin (the
"Merger Agreement"). The Merger was consummated on July 9, 1998. Pursuant to the
Merger Agreement, among other things when the Merger was consummated (the
"Effective Time") (i) each share of common stock, par value $1.00 per share, of
Echlin ("Echlin Common Stock") issued and outstanding immediately prior to the
Effective Time was converted into .9293 of a share of Dana Common Stock, and
(ii) Dana assumed the Stock Option Plans (and all outstanding stock options
granted thereunder).
Prior to the Effective Time, (i) stock options granted under the 1992 Plan
related to shares of Echlin Common Stock, which shares had been registered by
Echlin under a Registration Statement on Form S-8 (No. 33-66422) and (ii) stock
options granted under the Director Plan related to shares of Echlin Common
Stock, which shares had been registered by Echlin under a Registration Statement
on Form S-8 (No. 333-24945).
This Post-Effective Amendment relates to up to 1,692,930 shares of Dana
Common Stock issuable pursuant to the 1992 Plan and 83,637 shares of Dana Common
Stock issuable pursuant to the Director Plan. When the S-4 was filed, Dana
registered 61,576,056 shares of Dana Common Stock (the "S-4 Registered Shares").
The S-4 Registered Shares included 2,477,501 shares of Dana Common Stock ("S-4
Option Shares") anticipated to be exchanged for shares of Echlin Common Stock
underlying options to acquire Echlin Common Stock ("Echlin Options") in the
event Echlin Options were exercised after the filing of the S-4 but prior to the
Effective Time. Prior to the Effective Time, only 700,934 of the S-4 Option
Shares were issued. No additional options have been granted after the Effective
Time under the Stock Option Plans. Consequently, up to 1,776,567 shares of Dana
Common Stock will be issued in connection with Dana's assumption of the Stock
Option Plans.
The designation of this Post-Effective Amendment as Registration No.
333-52773-1 denotes that this Post-Effective Amendment relates only to the up to
1,776,567 shares of Dana Common Stock issuable upon exercise of the Echlin
Options and that this is the first Post-Effective Amendment to the S-4.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Dana with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act") are incorporated herein by reference:
(a) Dana's Annual Report on Form 10-K for the fiscal year ended December 31,
1997;
(b) Dana's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;
(c) Dana's Current Reports on Form 8-K filed March 12, 1998, May 4, 1998 and
July 9, 1998; and
(d) Description of Dana Common Stock, contained under the caption "Description
of Registrant's Securities to be Registered" in Dana's Application for
Registration of Certain Classes of Securities Pursuant to Section 12(b) or
(g) of the Exchange Act on Form 8-A, dated on or about July 12, 1946, as
amended by Amendment to Application or Report on Form 8, dated August 8,
1991, and "Dana Capital Stock" in the S-4, including any amendment or
report filed with the Commission for the purpose of updating such
description.
All documents and reports subsequently filed by Dana pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Previously filed. (See Item 20 of the S-4).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
No securities are to be reoffered or resold pursuant to this
Registration Statement.
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ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
a. The undersigned 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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(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
hereof) 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 paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
b. The undersigned Registrant hereby 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 15(d) of the Exchange Act that is incorporated by
reference in this Reg-
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istration 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.
c. 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 foregoing
provisions, 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 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.
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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 this Post-Effective Amendment on Form S-8 to the
Registration Statement (No. 333-52773) on Form S-4 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 this day of July,
1998.
DANA CORPORATION
By: /s/ Martin J. Strobel
Martin J. Strobel
Secretary
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment to the S-4 has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
Principal Executive Officer:
Chairman of the Board and
* Chief Executive Officer July 15, 1998
- ----------------------------
S. J. Morcott
Principal Financial Officer:
* Chief Financial Officer July 15, 1998
- ----------------------------
J. S. Simpson
Principal Accounting Officer:
* Chief Accounting Officer July 15, 1998
- ----------------------------
C. W. Hinde
* Director July 15, 1998
- ----------------------------
B. F. Bailar
* Director July 15, 1998
- ----------------------------
E. M. Carpenter
* Director July 15, 1998
- ----------------------------
E. Clark
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SIGNATURE TITLE DATE
* Director July 15, 1998
- ----------------------------
G. H. Hiner
* Director July 15, 1998
- ----------------------------
J. M. Magliochetti
* Director July 15, 1998
- ----------------------------
M. R. Marks
* Director July 15, 1998
- ----------------------------
R. B. Priory
* Director July 15, 1998
- ----------------------------
J. D. Stevenson
* Director July 15, 1998
- ----------------------------
T. B. Sumner, Jr.
* Pursuant to the Power of Attorney designated as Exhibit 24.1 to the S-4.
By: /s/ Martin J. Strobel
Martin J. Strobel
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
4.1 Specimen Single Denomination Stock Certificate of Dana (incorporated by
reference to Exhibit 4-B to Dana's Registration Statement No. 333-18403
filed December 20, 1996).
5.1 Opinion of Hunton & Williams (including consent).
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Hunton & Williams (included in Exhibit 5.1).
24.1 Power of Attorney (previously filed as Exhibit 24.1 to the S-4).
Exhibit 5.1
[Hunton & Williams Letterhead]
July 15, 1998
Dana Corporation
P.O. Box 1000
Toledo, Ohio 43697
DANA CORPORATION
POST EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO FORM S-4
Gentlemen:
We have acted as special counsel to Dana Corporation, a Virginia
corporation ("Dana"), in connection with Dana's Registration Statement on Form
S-4 (Registration No. 33-52773) (the "Registration Statement"), including the
filing of a Post-Effective Amendment No. 1 on Form S-8 to the Registration
Statement (the "Amendment"). Dana filed the Registration Statement on May 15,
1998 in order to register shares of its common stock, par value $1.00 per share
("Dana Common Stock"), to be issued in connection with the merger (the "Merger")
of Echo Acquisition Corp., a Connecticut corporation and a wholly-owned
subsidiary of Dana ("Merger Sub"), with and into Echlin, Inc., a Connecticut
corporation ("Echlin"), pursuant to an Agreement and Plan of Merger, amended and
restated as of May 29, 1998, by and among Dana, Merger Sub and Echlin (the
"Merger Agreement"). The Merger was consummated on July 9, 1998.
The Amendment relates to the registration of up to 1,776,567 shares of Dana
Common Stock (the "Shares"), of which (i) 1,692,930 shares are to be issuable
pursuant to the Echlin, Inc. 1992 Stock Option Plan (the "1992 Plan"), and (ii)
83,637 shares are to be issuable pursuant to the Echlin, Inc. 1996 Non-Executive
Director Stock Option Plan (the "Director Plan," and, together with the 1992
Plan the "Stock Option Plans"). Dana assumed the Stock Option Plans pursuant to
the terms of the Merger Agreement.
In connection with the foregoing, we have examined the Merger Agreement,
the Registration Statement, and such certificates of Dana's officers and of
public officials and such evidence of corporate action as we consider relevant
as the basis for this opinion.
For the purposes of the opinions expressed below, we have assumed: (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to the originals of all documents submitted as certified or photostatic copies
and the authenticity of the originals, and (iii) the legal capacity of natural
persons.
Dana Corporation
July 15, 1998
Page 2
Based upon the foregoing and such other information and documents as we
have considered necessary for the purposes hereof, we are of the opinion that:
(i) By resolutions approved at a meeting on May 3, 1998, the Board of
Directors of Dana duly authorized the issuance of the Shares pursuant to the
Stock Plans;
(ii) Dana has taken all necessary corporate actions to duly authorize the
issuance of the Shares; and
(iii) when the Shares are issued in accordance with the terms and
conditions of the Stock Plans as described in the Registration Statement, they
will be validly issued, fully paid and nonassessable, and the holders of the
Shares will have no personal liability as such under the laws of the
Commonwealth of Virginia.
We hereby consent to the filing of this opinion as an exhibit to the
Amendment.
Very truly yours,
/s/ Hunton & Williams
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 on Form S-8 of our report dated January 21, 1998, which appears
on page 22 of the 1997 Annual Report to Shareholders of Dana Corporation, which
is incorporated by reference in Dana Corporation's Annual Report on Form 10-K
for the year ended December 31, 1997. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears on
page 15 of such Annual Report on From 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Toledo, Ohio
July 13, 1998
