S-8 POS
As filed with the Securities and Exchange Commission on June 11, 2009
Registration No. 333-108883     
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
 
LEAR CORPORATION
(Exact name of registrant as specified in its charter)
     
Delaware   13-3386776
(State or Other Jurisdiction of   (I.R.S. Employer Identification No.)
Incorporation or Organization)    
     
21557 Telegraph Road   48033
Southfield, Michigan   (Zip Code)
(Address of Principal Executive Offices)    
Lear Corporation Salaried Retirement Program
(f/k/a Lear Corporation Salaried Retirement Savings Plan)

(Full Title of the Plan)
Terrence B. Larkin
Senior Vice President, General Counsel and Corporate Secretary
21557 Telegraph Road
Southfield, Michigan 48033
(Name and Address of Agent for Service)
(248) 447-1500
(Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
 
 

 


 

DEREGISTRATION OF SECURITIES
          Lear Corporation (the “Company”) registered, pursuant to a Registration Statement on Form S-8 (Registration Number 333-108883) (the “Registration Statement”) filed with the Securities and Exchange Commission on September 17, 2003, 500,000 shares of the Company’s common stock in connection with the offering of a Company stock fund investment option and an indeterminate amount of interests to be offered or sold under the Lear Corporation Salaried Retirement Program (f/k/a the Lear Corporation Salaried Retirement Savings Plan) (the “Plan”). Effective as of October 31, 2007, the Company stock fund was closed to new contributions and transfers under the Plan, and as of May 1, 2009, all units held in the Company stock fund were liquidated and transferred to an alternative investment fund under the Plan. Accordingly, the Company is filing this post-effective amendment (this “Amendment”) to the Registration Statement to remove from registration any and all remaining shares of common stock and the indeterminate amount of plan interests registered under the Registration Statement which have not been issued under the Plan as of the date specified below.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
  24.1   Powers of attorney relating to the execution of this Amendment to the Registration Statement

2


 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southfield, Michigan on the 11th day of June, 2009.
         
  LEAR CORPORATION
 
 
  By:   /s/ Terrence B. Larkin    
    Terrence B. Larkin   
    Senior Vice President, General Counsel and
Corporate Secretary 
 
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
Robert E. Rossiter*
 
Robert E. Rossiter
  Chairman of the Board of Directors, Chief Executive Officer and President and a Director (Principal Executive Officer)   June 11, 2009
 
       
Matthew J. Simoncini*
 
Matthew J. Simoncini
  Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)   June 11, 2009
 
       
Dr. David E. Fry*
 
Dr. David E. Fry
  Director   June 11, 2009 
 
       
Justice Conrad L. Mallett*
 
Justice Conrad L. Mallett
  Director   June 11, 2009 
 
       
Larry W. McCurdy*
 
Larry W. McCurdy
  Director   June 11, 2009 
 
       
Roy E. Parrott*
 
Roy E. Parrott
  Director   June 11, 2009 
 
       
David P. Spalding*
 
David P. Spalding
  Director   June 11, 2009 
 
       
James A. Stern*
 
James A. Stern
  Director   June 11, 2009 
 
       
Henry D.G. Wallace*
 
Henry D.G. Wallace
  Director   June 11, 2009 
 
       
Richard F. Wallman*
 
Richard F. Wallman
  Director   June 11, 2009 
         
*By:
  /s/ Terrence B. Larkin
 
Terrence B. Larkin
   
 
  Attorney-in-Fact    

 


 

     Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned (or other persons who administer the Plan) have duly caused this Amendment to the Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized in the City of Southfield, Michigan on June 11, 2009.
                 
    LEAR CORPORATION SALARIED RETIREMENT PROGRAM    
 
               
    By:   Lear Corporation Employee Benefits Committee, as Plan Administrator    
 
               
 
      By:   /s/ Thomas J. Polera
 
   
 
      Name:   Thomas J. Polera    
 
      Title:   Vice President, Global Compensation and Benefits    

 


 

EXHIBIT INDEX
     
Exhibit Number   Exhibit Name
 
   
24.1
  Powers of attorney relating to execution of this Amendment to the Registration Statement