As filed with the Securities and Exchange Commission on October 2, 2002.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENERAL MOTORS CORPORATION
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(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 38-0572515
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Renaissance Center, Detroit, Michigan 48265-3000
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(Address of Principal Executive Offices) (Zip Code)
THE GMAC MORTGAGE GROUP DEFERRED COMPENSATION PLAN
FOR EXECUTIVE EMPLOYEES
------------------------------------------------
(Full title of the plan)
PETER R. BIBLE, CHIEF ACCOUNTING OFFICER
General Motors Corporation
300 Renaissance Center, Detroit, Michigan 48265-3000
(313) 556-5000
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(Name, address and telephone number, including area code,
of agent for service)
GENERAL MOTORS
CALCULATION OF REGISTRATION FEE
========================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share* price* fee
------------------- -------------- --------- ------------ ------------
Deferred Compensation $80,000,000 100% $80,000,000 $7,360.00
Obligations
Interests in the GMAC
Mortgage Group
Deferred Compensation Plan
For Executive Employees**
========================================================================
*Estimated solely for the purpose of determining the registration fee.
**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 plan herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in this
registration statement:
(a)(1) The Annual Report on Form 10-K for the year-ended December 31,
2001, (hereinafter referred to as the "2001 Form 10-K") filed by General Motors
Corporation (hereinafter sometimes referred to as "General Motors" or the
"Corporation") pursuant to Section 13(a) of the Securities Exchange Act of 1934,
(hereinafter referred to as the "1934 Act") with the Securities and Exchange
Commission (hereinafter referred to as the "Commission");
(b)(1) The Quarterly Reports on Form 10-Q for the quarters ended March
31, 2002 and June 30, 2002 filed by the Corporation pursuant to Section 13 of
the 1934 Act; (2) The Current Reports on Form 8-K filed January 3, 2002, January
10, 2002*, January 16, 2002, February 1, 2002, February 25, 2002(3) (1
amendment), February 25, 2002*, March 1, 2002, March 5, 2002, March 6,2002,
March 13, 2002, April 2, 2002, April 16, 2002, May 1, 2002(2), June 3, 2002,
June 4, 2002, June 24, 2002, July 2, 2002, July 3, 2002(amendment), July 11,
2002, July 16, 2002(2), July 31, 2002*, August 1, 2002, August 6, 2002, August
14, 2002(2)*, August 14, 2002, August 21, 2002* and September 4, 2002 were filed
by the Corporation pursuant to Section 13(a) of the 1934 Act; and
(c) the description of General Motors common stock, $1-2/3 par value
(hereinafter referred to as "$1-2/3 par value common stock"), contained in
Article Fourth of the General Motors Corporation Restated Certificate of
Incorporation, as amended (hereinafter referred to as the "Restated Certificate
of Incorporation"), filed as Exhibit 3(i) to the Corporation's Current Report on
Form 8-K dated June 6, 2000, filed pursuant to Section 13 of the 1934 Act.
All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
thereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
The legality of the Deferred Compensation Obligations offered hereby
has been passed upon by Martin I. Darvick, Attorney, Legal Staff of the
Corporation. Mr. Darvick has no interest in the Deferred Compensation
Obligations for the GMAC Mortgage Group Deferred Compensation Plan for Executive
Employees.
--------------------------
* Reports submitted to the Securities and Exchange Commission under Item 9,
Regulation FD Disclosure. Pursuant to General Instruction B of Form 8-K the
reports submitted under Item 9 are not deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 and we are not subject
to the liabilities of that section. We are not incorporating, and will not
incorporate by reference these reports into a filing under the Securities Act
or the Exchange Act.
II-1
PART II (continued)
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware Corporation Law, the Corporation is
empowered to indemnify its directors and officers in the circumstances therein
provided.
The Corporation's Restated Certificate of Incorporation, as amended,
provides that no director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174, or any successor provision thereto, of the Delaware Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
Under Article Fifth of its By-Laws, the Corporation shall indemnify and
advance expenses to every director and officer (and to such person's heirs,
executors, administrators or other legal representatives) in the manner and to
the full extent permitted by applicable law as it presently exists, or may
hereafter be amended, against any and all amounts (including judgments, fines,
payments in settlement, attorneys' fees and other expenses) reasonably incurred
by or on behalf of such person in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative ("a proceeding"), in which such director or officer was or is
made or is threatened to be made a party or is otherwise involved by reason of
the fact that such person is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee, fiduciary, or member of any other corporation, partnership, joint
venture, trust, organization, or other enterprise. The Corporation shall not be
required to indemnify a person in connection with a proceeding initiated by such
person if the proceeding was not authorized by the Board of Directors of the
Corporation. The Corporation shall pay the expenses of directors and officers
incurred in defending any proceeding in advance of its final disposition
("advancement of expenses"); provided, however, that the payment of expenses
incurred by a director or officer in advance of the final disposition of the
proceeding shall be made only upon receipt of an undertaking by the director or
officer to repay all amounts advanced if it should be ultimately determined that
the director or officer is not entitled to be indemnified under Article Fifth of
the By-Laws or otherwise. If a claim for indemnification or advancement of
expenses by an officer or director under Article Fifth of the By-Laws is not
paid in full within ninety days after a written claim therefor has been received
by the Corporation, the claimant may file suit to recover the unpaid amount of
such claim and, if successful in whole or in part, shall be entitled to be paid
the expense of prosecuting such claim. In any such action the Corporation shall
have the burden of proving that the claimant was not entitled to the requested
indemnification or advancement of expenses under applicable law. The rights
conferred on any person by Article Fifth of the By-Laws shall not be exclusive
of any other rights which such person may have or hereafter acquire under any
statute, provision of the Corporation's Restated Certificate of Incorporation or
By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise.
The Corporation is insured against liabilities which it may incur by
reason of Article Fifth of its By-Laws. In addition, directors and officers are
insured, at the Corporation's expense, against some liabilities which might
arise out of their employment and not be subject to indemnification under
Article Fifth of the By-Laws.
II-2
PART II (continued)
Item 6. Indemnification of Directors and Officers (concluded).
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), is permitted to directors and officers of
the Corporation pursuant to the abovementioned provisions, or otherwise, the
Corporation has been informed that in the opinion of the Commission such
indemnification is against public policy, as expressed in said Act, and is
therefore unenforceable.
Pursuant to a resolution adopted by the Board of Directors on December
1, 1975, the Corporation to the fullest extent permissible under law will
indemnify, and has purchased insurance on behalf of, directors or officers of
the Corporation, or any of them, who incur or are threatened with personal
liability, including expenses, under the Employee Retirement Income Security Act
of 1974, as amended, or any amendatory or comparable legislation or regulation
thereunder.
Item 8. Exhibits.
Exhibit Number Page No.
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(4)(a) General Motors Corporation Restated Certificate of
Incorporation, as amended, filed as Exhibit 3(i) to the
Current Report on Form 8-K of General Motors dated
June 6, 2000, and Amendment to Article Fourth of the
Certificate of Incorporation - Division III - Preference
Stock, by reason of the Certificates of Designations
filed with the Secretary of State of the State of
Delaware on September 14, 1987 and the Certificate of
Decrease filed with the Secretary of State of the State
of Delaware on September 29, 1987 (pertaining to the Six
Series of Preference Stock contributed to the General
Motors pension trusts), incorporated by reference to
Exhibit 19 to the Quarterly Report on Form 10-Q of
General Motors for the quarter ended June 30, 1990 in the
Form SE of General Motors dated August 6, 1990; as further
amended by the Certificate of Designations filed with the
Secretary of State of the State of Delaware on June 28,
1991 (pertaining to Series A Conversion Preference Stock),
incorporated by reference to Exhibit 4(a) to Form S-8
Registration Statement No. 33-43744 in the Form SE of
General Motors dated November 1, 1991; as further amended
by the Certificate of Designations filed with the
Secretary of State of the State of Delaware on December 9,
1991 (pertaining to Series B 9-1/8% Preference Stock),
incorporated by reference to Exhibit 4(a) to Form S-3
Registration Statement No. 33-45216 in the Form SE of
General Motors dated January 27, 1992; as further amended
by the Certificate of Designations filed with the
Secretary of State of the State of Delaware on February 14,
1992 (pertaining to Series C Convertible Preference Stock),
incorporated by reference to Exhibit 3(a) to the Annual
Report on Form 10-K of General Motors for the year ended
December 31, 1991 in the Form SE of General Motors dated
March 20, 1992; as further amended by the Certificate of
Designations filed with the Secretary of State of the
State of Delaware on July 15, 1992 (pertaining to Series D
7.92% Preference Stock), incorporated by reference to
Exhibit 3(a)(2) to the Quarterly Report on Form 10-Q of
General Motors for the quarter ended June 30, 1992 in
the Form SE of General Motors dated August 10, 1992; as
further amended by the Certificate of Designations filed
with the Secretary of State of the State of Delaware on
II-3
PART II (continued)
Exhibit Number Page No.
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Item 8. Exhibits (concluded).
(4)(a) December 15, 1992 (pertaining to Series G 9.12% Preference
Stock), incorporated by reference to Exhibit 4(a) to Form
S-3 Registration Statement No. 33-49309 in the Form SE of
General Motors dated January 25, 1993; and as further
amended by the Certificate of Designations filed with the
Secretary of State of the State of Delaware on June 24,
1999 (pertaining to Series H 6.25% Automatically
Convertible Preference Stock), incorporated by reference to
Exhibit 4(a) to Form S-8 Registration Statement No.
333-31846 in the Form SE of General Motors dated March 6,
2000. ...................................................... N/A
(4)(b) By-Laws of General Motors Corporation, as amended,
incorporated by reference to Exhibit 3(ii) to the Current
Report on Form 8-K of General Motors Corporation dated
March 2, 1998; as further amended, incorporated by
reference to Exhibit 3(ii) to the Current Reports on Form
8-K of General Motors Corporation dated June 24, 1999,
August 2, 1999, March 6, 2000, June 6, 2000, October 3,
2000, June 5, 2001 and December 4, 2001..................... N/A
(5)(a) Opinion and consent of Martin I. Darvick, Attorney, Legal
Staff of General Motors, in respect of the legality of
the securities to be registered hereunder................... II-9
(b) The registrant undertakes that it will submit or has
submitted the Plan 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 Plan......................................... N/A
(23)(a) Independent Auditors' Consent - Deloitte & Touche LLP....... II-10
(b) Consent of Martin I. Darvick, Attorney, Legal Staff of
General Motors, included in Exhibit 5(a) above.............. N/A
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 to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; (2) that,
for the purpose of determining any liability under the 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; and
(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 Act, each filing of the registrant's annual
report pursuant to Section 13(a) of the 1934 Act and each filing of the Plan's
annual report pursuant to Section 15(d) of the 1934 Act that is incorporated by
reference in the registration 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.
II-4
PART II (concluded)
Item 9. Undertakings (concluded).
(h) Insofar as indemnification for liabilities arising under the 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 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 Act and
will be governed by the final adjudication of such issue.
II-5
SIGNATURES
The Registrant. 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 Detroit, State of Michigan, on October 1, 2002.
GENERAL MOTORS CORPORATION
--------------------------
(Registrant)
By
/s/JOHN F. SMITH, JR.
----------------------------
(John F. Smith, Jr., Chairman
of the Board of Directors)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on October 1, 2002 by the following
persons in the capacities indicated.
Signature Title
--------- -----
/s/JOHN F. SMITH, JR. Chairman of the Board of Directors
------------------------------
(John F. Smith, Jr.)
/s/G. RICHARD WAGONER, JR. President, Chief Executive Officer,
------------------------------ and Director
(G. Richard Wagoner, Jr.)
/s/JOHN M. DEVINE Vice Chairman
------------------------------ and
(John M. Devine) Chief Financial Officer
/s/ERIC A. FELDSTEIN Vice President and
------------------------------ Treasurer
(Eric A. Feldstein)
/s/PAUL W. SCHMIDT Controller
------------------------------
(Paul W. Schmidt)
/s/PETER R. BIBLE Assistant Controller and
------------------------------ Chief Accounting Officer
(Peter R. Bible)
II-6
SIGNATURES (continued)
Signature Title
--------- -----
/s/PERCY BARNEVIK Director
--------------------------------
(Percy Barnevik)
/s/JOHN H. BRYAN Director
--------------------------------
(John H. Bryan)
/s/ARMANDO M. CODINA Director
--------------------------------
(Armando M. Codina)
/s/GEORGE M.C. FISHER Director
--------------------------------
(George M.C. Fisher)
/s/ Director
--------------------------------
(Nobuyuki Idei)
/s/KAREN KATEN Director
--------------------------------
(Karen Katen)
/s/ALAN G. LAFLEY Director
--------------------------------
(Alan G. Lafley)
/s/E. STANLEY O'NEAL Director
------------------------------
(E. Stanley O'Neal
/s/ECKHARD PFEIFFER Director
--------------------------------
(Eckhard Pfeiffer)
/s/LLOYD D. WARD Director
--------------------------------
(Lloyd D. Ward)
II-7
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Detroit,
State of Michigan, on October 1, 2002.
THE GMAC MORTGAGE GROUP
DEFERRED COMPENSATION PLAN
FOR EXECUTIVE EMPLOYEES
------------------------------------
(Plan)
By: /s/DAVID C. WALKER
-------------------------------
(David C. Walker,
Chief Financial Officer -
Mortgage Group)
II-8