As filed with the Securities and Exchange Commission on December 15, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CNH Global N.V.
(Exact name of registrant as specified in its charter)
Kingdom of the Netherlands Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
World Trade Center
Tower B, 10th Floor
Amsterdam Airport
The Netherlands
(011-31-20) 446-0429
(Address and phone number of principal executive offices, including zip code)
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CNH Global N.V. Outside Directors' Compensation Plan
CNH Global N.V. Equity Incentive Plan
(Full title of the plan)
Roberto Miotto
Senior Vice President, General Counsel and Secretary
CNH Global N.V.
Global Management Offices
100 South Saunders Road
Lake Forest, Illinois 60045
(847) 735-9200
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum Amount
Title of Securities Amount to be Offering Price Aggregate of
to be Registered Registered(1) Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Shares, par value 23,159,493 $ 9.25 (2) $214,225,310.25 (2) $56,555.48
Euro 0.45 18,750 $15.41 (3) $ 288,937.50 (3) $ 76.28
16,046 $11.22 (3) $ 180,036.12 (3) $ 47.53
14,848 $12.13 (3) $ 180,106.24 (3) $ 47.55
37,500 $12.00 (3) $ 450,000.00 (3) $ 118.00
18,165 $ 9.91 (3) $ 180,015.15 (3) $ 47.52
15,448 $ 9.82 (3) $ 151,699.36 (3) $ 40.05
5,719,750 $13.77 (3) $ 78,760,957.50 (3) $20,792.89
Total 29,000,000 Total $294,417,062.12 Total $77,726
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</TABLE>
(1) This amount includes 1,000,000 common shares par value Euro 0.45 per share
(the "Common Shares") of CNH Global N.V. (the "Registrant") available for
issuance under the Registrant's Outside Directors' Compensation Plan and
28,000,000 Common Shares available for issuance under the Registrant's
Equity Incentive Plan. In addition, this Registration Statement shall also
cover any additional shares of Common Stock which become issuable under
the plans being registered pursuant to this Registration Statement by
reason of any stock dividend, stock split, recapitalization or any other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), the Proposed Maximum Offering Price Per Share and the
Proposed Maximum Aggregate Offering Price for the 23,159,493 Ordinary
Shares available for purchase under the Plans are estimated solely for the
purpose of calculating the registration fee, and are based on the average
of the high and low prices of the Common Shares, on the New York Stock
Exchange consolidated reporting system on December 14, 2000.
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(3) Pursuant to Rules 457(c) and 457(h) under the Securities Act, the Proposed
Maximum Offering Price Per Share and the Proposed Maximum Aggregate
Offering Price for a total of 5,840,507 shares of Common Stock subject to
currently outstanding stock options are based on the per share exercise
price of the stock options.
Page 1 of __
Exhibit Index Appears on Page __
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act and the "Note" to Part I of Form
S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with or
furnished to the Securities and Exchange Commission (the "Commission") by the
Registrant are incorporated herein by reference and made part of this
Registration Statement:
(a) Annual Report on Form 20-F (Commission File No. 1-14528) for the
fiscal year ended December 31, 1999;
(b) Reports of Foreign Issuer on Form 6-K dated April 19, 2000, May 3,
2000, May 4, 2000, May 15, 2000, May 17, 2000, June 12, 2000, June
20, 2000, June 22, 2000, June 28, 2000, July 6, 2000, July 12,
2000, July 19, 2000, July 21, 2000, July 26, 2000, August 4, 2000,
August 7, 2000, October 17, 2000, October 23, 2000, October 27,
2000, November 13, 2000, and November 20, 2000.
(c) The description of the Common Shares under the heading "Description
of Common Shares" contained in the Registration Statement on Form
F-3 (Registration Statement No. 333-38778) as originally filed by
the Registrant with the Commission under the Securities Act, on
June 7, 2000).
In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934
(the "Exchange Act") subsequent to the effective date of this Registration
Statement, prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Article 16 of the Articles of Association of Registrant
provides that:
"The company shall indemnify any and all of its directors or officers
or former directors or officers or any person who may have served at its request
as a director or officer of another company in which it owns shares or of which
it is a creditor against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they, or
any of them, are made parties, or a party, by reason of being or having been
directors or officers or a former director or officer of the company, or of such
other company, except in relation to matters as to which any such director or
officer or former director or officer or person shall be adjudged
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in such action, suit or proceeding to be liable for negligence or misconduct in
the performance of duty. Such indemnification shall not be deemed exclusive of
any other rights to which those indemnified may be entitled otherwise."
Article 21 of the Articles of Association of the Registrant provides:
"The general meeting of shareholders shall adopt the annual accounts;
this adoption shall constitute a release from liability for the directors with
relation to all acts that appear from those documents or the result of which is
embodied therein, unless a provision has explicitly been made, and without
prejudice to what has been or will be provided thereon by law."
The Registrant has obtained directors' and officers' liability
insurance, which, subject to policy terms and limitations, includes coverage to
reimburse the Registrant for amounts that it may be required or permitted by law
to pay its directors or officers. In addition, the Registrant has entered into
indemnification agreements with two of its outside directors, and is planning to
enter into such agreements with other outside directors and officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Index to Exhibits on page 10.
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
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement; and
(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 the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above 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
Section 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.
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(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 liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.
(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
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
The Registrant. Pursuant to the requirements of the Securities
Act, 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 Lake Forest, Illinois, on this 15th day of December, 2000.
CNH Global N.V.
By: /s/ Kevin J. Hallagan
------------------------------------
Kevin J. Hallagan
Vice President, Associate General
Counsel and Assistant Secretary
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POWER of ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Roberto Miotto and Kevin J.
Hallagan, and each of them, individually, as his true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments to this Registration
Statement on Form S-8, including post-effective amendments and supplements, and
to file same, with all exhibits thereto, and any and all documents in connection
therewith, with the Securities and Exchange Commission and hereby grants unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities indicated on December 15th, 2000.
Name and Signature Title
/s/ Jean-Pierre Rosso
--------------------------- Director and Chairman
Jean-Pierre Rosso
/s/ Paolo Monferino Director, President and Chief Executive Officer
--------------------------- (Principal Executive Officer)
Paolo Monferino
/s/ Michel Lecomte Chief Financial Officer and President,
--------------------------- Financial Services (Principal Financial
Michel Lecomte Officer)
/s/ David Pegg Senior Vice President and Controller
--------------------------- (Principal Accounting Officer)
David Pegg
/s/ Paolo Cantarella
--------------------------- Director
Paolo Cantarella
/s/ Damien Clermont
--------------------------- Director
Damien Clermont
/s/ Alfredo Diana
--------------------------- Director
Alfredo Diana
/s/ Katherine M. Hudson
--------------------------- Director
Katherine M. Hudson
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/s/ Kenneth Lipper
--------------------------- Director
Kenneth Lipper
/s/ James L.C. Provan
--------------------------- Director
James L.C. Provan
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on December 15, 2000 by the undersigned as the
duly authorized representative of CNH Global N.V. in the United States.
By: /s/ Kevin J. Hallagan
---------------------------------
Kevin J. Hallagan
Vice President, Associate General
Counsel and Assistant Secretary
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EXHIBIT INDEX
Sequential
Exhibit Page
Number Description of Document Number
4.1 Articles of Association of CNH Global N.V., (incorporated by
reference to Exhibit 3.1 to the Annual Report on Form 20-F
(Commission File No. 1-14528), as originally filed by the
Registrant with the Commission under the Securities Act, on
March 31, 2000)
4.2 CNH Global N.V. Outside Directors' Compensation Plan
4.3 CNH Global N.V. Equity Incentive Plan
5 Opinion of the Nauta Dutilh as to the legality of the shares
being registered
23.1 Consent of Pricewaterhouse Coopers N.V.
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Nauta Dutilh (included in exhibit 5)
24.1 Powers of Attorney (included on signature page to this
Registration Statement)
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