LEAR CORP — Regulatory Filings 2010

Feb 25, 2010

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As filed with the Securities and Exchange Commission on February 25 , 2010

Registration No. 333-28419

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 (State or Other Jurisdiction of Incorporation or Organization)	13-3386776 (I.R.S. Employer Identification No.)
21557 Telegraph Road Southfield, Michigan (Address of Principal Executive Offices)	48033 (Zip Code)

Lear Corporation Outside Directors Compensation 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 o Accelerated filer o Non-accelerated filer þ (Do not check if a smaller reporting company) Smaller reporting company o

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DEREGISTRATION OF SECURITIES

On June 3, 1997, Lear Corporation, a Delaware corporation (the “Company”) registered, pursuant to a Registration Statement on Form S-8 (Registration Number 333-28419) (the “Registration Statement”), 25,000 shares of the Company’s common stock, par value $.01 per share (“Common Stock”), to be issued pursuant to awards granted under the Lear Corporation Outside Directors Compensation Plan (the “Plan”).

On November 9, 2009 (the “Effective Date”), the Company consummated the transactions contemplated by its First Amended Joint Plan of Reorganization pursuant to Chapter 11 of the United States Bankruptcy Code (the “Plan of Reorganization”). In accordance with the Plan of Reorganization, the shares of Common Stock existing immediately prior to the Effective Date (including the shares registered on the Registration Statement) have been canceled and are no longer outstanding. As a result of the consummation of the transactions contemplated by the Plan of Reorganization, the Company has terminated all offerings of the Company’s Common Stock pursuant to the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement 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, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all the shares of the Company’s Common Stock registered under the Registration Statement and reserved for issuance under the Plan, which remain unsold as of the Effective Date.

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

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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 25 th day of February, 2010.

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)	February 25, 2010
Matthew J. Simoncini* Matthew J. Simoncini	Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)	February 25, 2010
Thomas P. Capo*	Director	February 25, 2010
Thomas P. Capo
Curtis J. Clawson*	Director	February 25, 2010
Curtis J. Clawson
Jonathan F. Foster*	Director	February 25, 2010
Jonathan F. Foster
Conrad L. Mallett, Jr.*	Director	February 25, 2010
Conrad L. Mallett, Jr.
Philip F. Murtaugh*	Director	February 25, 2010
Philip F. Murtaugh
Donald L. Runkle*	Director	February 25, 2010
Donald L. Runkle
Gregory C. Smith*	Director	February 25, 2010
Gregory C. Smith
Henry D.G. Wallace*	Director	February 25, 2010
Henry D.G. Wallace

* By:
Terrence B. Larkin
Attorney-in-Fact

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EXHIBIT INDEX

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

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