SEC Filing :: STRATTEC Security Corp.

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Registration No. ________ As filed with the Securities and Exchange Commission on February 14, 2003 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STRATTEC SECURITY CORPORATION (Exact name of registrant as specified in its charter) WISCONSIN 39-1804239 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3333 West Good Hope Road Milwaukee, Wisconsin 53209 (Address of principal executive offices) (ZIP Code) ------------------------- STRATTEC SECURITY CORPORATION STOCK INCENTIVE PLAN (Full title of the plan) ------------------------- Copy to: PATRICK J. HANSEN JAMES M. BEDORE, ESQ. Vice President, Chief Financial Reinhart Boerner Van Deuren s.c. Officer, Treasurer and Secretary 1000 North Water Street, Suite 2100 STRATTEC SECURITY CORPORATION Milwaukee, Wisconsin 53202 3333 West Good Hope Road Milwaukee, Wisconsin 53209 (Name and address of agent for service) 414-247-3333 (Telephone number, including area code, of agent for service) ------------------------- CALCULATION OF REGISTRATION FEE ======================================================================================================== Proposed Proposed Maximum Title of Securities Maximum Aggregate Amount of to be Amount to be Offering Price Offering Registration Registered Registered Per Share Price (1) Fee ---------- ---------- --------- --------- --- Common Stock, $.01 par value 400,000 shares $48.56 (1)(2) $19,424,000 $1,787 ======================================================================================================== (1) For the purpose of computing the registration fee, STRATTEC SECURITY CORPORATION (the "Registrant") has used $48.56 as the average of the high and low prices of the Common Stock as reported on February 12, 2003 on the Nasdaq National Market for the offering price per share, in accordance with Rule 457(h). (2) The actual offering price will be determined in accordance with the terms of the Plan.

EXPLANATORY NOTE On May 30, 2002, the Registrant announced that it had dismissed Arthur Andersen LLP ("Arthur Andersen") as its independent public accountants. After reasonable efforts, the Registrant has been unable to obtain the consent of Arthur Andersen to the incorporation into this registration statement of their report with respect to the consolidated financial statements of the Registrant, which appeared in its Annual Report on Form 10-K for the year ended June 30, 2002. Under these circumstances, Rule 437a under the Securities Act permits this registration statement to be filed without a written consent from Arthur Andersen. The absence of such consent may limit your recovery on certain claims. In particular, and without limitation, you will not be able to assert claims against Arthur Andersen under Section 11 of the Securities Act for any untrue statement of a material fact contained in the Registrant's consolidated financial statements for the years ended July 1, 2001 and July 2, 2000 or any omissions to state a material fact required to be stated therein. In addition, the ability of Arthur Andersen to satisfy any claims (including claims arising from Arthur Andersen's provision of auditing and other services to the Registrant) may be limited as a practical matter due to recent events involving Arthur Andersen. PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. This Registration Statement has been filed to register additional shares of the Registrant's common stock made available under the STRATTEC SECURITY CORPORATION Stock Incentive Plan by reason of an amendment thereto approved by the shareholders of the Registrant. Pursuant to General Instruction E to Form S-8, the contents of the Registrant's earlier Registration Statements on Form S-8 (Registration Nos. 333-4300 and 333-31002) effective April 29, 1996 and February 24, 2000 are incorporated by reference and made a part hereof. Item 8. Exhibits. 4.1 Amended and Restated Articles of Incorporation of the Registrant. 4.2 By-Laws of the Registrant. 4.3 Rights Agreement, dated as of February 6, 1995, between the Registrant and Firstar Trust Company, as Rights Agent, which includes the Form of Right Certificate as Exhibit A and the Summary of Rights to Purchase Common Shares as Exhibit B. 5 Opinion of Reinhart Boerner Van Deuren s.c. as to the legality of the stock being registered. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Reinhart Boerner Van Deuren s.c. (included in Exhibit 5). 24 Power of Attorney. 2

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 Milwaukee, State of Wisconsin, on February 11, 2003. STRATTEC SECURITY CORPORATION (Registrant) By /s/ Harold M. Stratton II ------------------------------------- Harold M. Stratton II Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Harold M. Stratton II and John G. Cahill, and each of them, as true and lawful attorney-in-fact and agent, 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 amendments (including post effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting onto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing 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 attorney-in-fact and agent or his substitute 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 by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE /s/ Harold M. Stratton II Chairman, Chief Executive Officer, and February 11, 2003 - ---------------------------------------------- Director (Principal Executive Officer) Harold M. Stratton II /s/ John G. Cahill President, Chief Operating Officer and February 11, 2003 - ---------------------------------------------- Director John G. Cahill /s/ Patrick J. Hansen Vice President, Chief Financial Officer, February 11, 2003 - ---------------------------------------------- Treasurer and Secretary (Principal Financial Patrick J. Hansen Officer and Principal Accounting Officer) /s/ Frank J. Krejci Director February 11, 2003 - ---------------------------------------------- Frank J. Krejci /s/ Michael J. Koss Director February 11, 2003 - ---------------------------------------------- Michael J. Koss /s/ Robert Feitler Director February 11, 2003 - ---------------------------------------------- Robert Feitler 3

STRATTEC SECURITY CORPORATION (THE "REGISTRANT") (COMMISSION FILE NO. 0-25150) EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT EXHIBIT INCORPORATED HEREIN FILED NUMBER DESCRIPTION BY REFERENCE TO HEREWITH 4.1 Amended and Restated Articles of Appendix B to the Registrant's Incorporation of the Registrant Information Statement annexed to, and filed as Exhibit 2.1 to, the Registrant's Form 10/A Amendment No. 2 to Registration Statement dated February 6, 1995 4.2 By-Laws of the Registrant Appendix C to the Registrant's Information Statement annexed to, and filed as Exhibit 2.1 to, the Registrant's Form 10/A Amendment No. 2 to Registration Statement dated February 6, 1995 4.3 Rights Agreement dated as of Exhibit 4.1 to the Registrant's February 6, 1995, between the Form 10/A Amendment No. 2 to Registrant and Firstar Trust Registration Statement dated Company, as Rights Agent, which February 6, 1995 includes the Form of Right Certificate as Exhibit A and the Summary of Rights to Purchase Common Shares as Exhibit B 5 Opinion of Counsel X 23.1 Consent of Deloitte & Touche LLP X 23.2 Consent of Counsel Contained in Opinion filed as Exhibit 5 24 Powers of Attorney Signature Page to Registration Statement

EXHIBIT 5 February 14, 2003 STRATTEC SECURITY CORPORATION 3333 West Good Hope Road Milwaukee, Wisconsin 53209 Gentlemen: We are providing this opinion in connection with the Registration Statement of STRATTEC SECURITY CORPORATION, a Wisconsin corporation (the "Company"), on Form S-8 (the "Registration Statement"), filed under the Securities Act of 1933, as amended (the "Act"), with respect to the proposed sale by the Company of up to 1,600,000 shares of Company common stock, $.01 par value per share (the "Shares"), pursuant to the provisions of the STRATTEC SECURITY CORPORATION Stock Incentive Plan, as amended (the "Plan"). We have examined (i) the Registration Statement, (ii) the Company's Amended and Restated Articles of Incorporation and By-Laws, as amended to date, (iii) the Plan, (iv) the corporate proceedings relating to the adoption of the Plan, the issuance of the Shares and the organization of the Company, and (v) such other documents and records as we have deemed necessary in order to render this opinion. In rendering this opinion, we have relied as to certain factual matters on certificates of officers of the Company and of state officials. Based upon the foregoing, it is our opinion that: 1. The Company is a corporation validly existing under the laws of the State of Wisconsin and, based solely on a certificate of the Department of Financial Institutions of the State of Wisconsin (the "DFI"); (a) has filed with the DFI during its most recently completed report year the required annual report; (b) is not the subject of a proceeding under Wisconsin Statutes section 180.1421 to cause its administrative dissolution; (c) no determination has been made by the DFI that grounds exist for such action; (d) no filing has been made with the DFI of a decree of dissolution with respect to the Company; and (e) Articles of Dissolution of the Company have not been filed with the DFI. 2. The Shares, when issued as and for the consideration contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and

STRATTEC SECURITY CORPORATION February 14, 2003 Page 2 non-assessable by the Company, subject to the personal liability which may be imposed on shareholders by Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially interpreted, for debts owing to employees for services performed, but not exceeding six months service in any one case. We consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not admit that we are "experts" within the meaning of Section 11 of the Act, or that we come within the category of persons whose consent is required by Section 7 of the Act. Yours very truly, REINHART BOERNER VAN DEUREN s.c. BY /s/ Benjamin G. Lombard

EXHIBIT 23.1 Independent Auditors' Consent We consent to the incorporation by reference in this Registration Statement of STRATTEC SECURITY CORPORATION on Form S-8 of our reports dated July 30, 2002, appearing in and incorporated by reference in the Annual Report on Form 10-K of STRATTEC SECURITY CORPORATION for the year ended June 30, 2002. DELOITTE & TOUCHE LLP Milwaukee, Wisconsin /s/ Deloitte & Touche LLP February 14, 2003