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As filed with the Securities and Exchange Commission on August 1, 1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
GENERAL MOTORS CORPORATION
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(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 38-0572515
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
767 Fifth Avenue, New York, New York 10153-0075
3044 West Grand Boulevard, Detroit, Michigan 48202-3091
- -------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
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(Full title of the plan)
DAVID J. FITZPATRICK, Chief Accounting Officer
General Motors Corporation
3044 West Grand Blvd., Detroit, Michigan 48202-3091
(313) 556-4167
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(Name, address and telephone number, including area code,
of agent for service)
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
- --------------------- ------------- --------- ---------- ------------
Common Stock,
$1-2/3 par value... 500,000 shares $49-1/2 $24,750,000 $8,534.54
Interests in The
GMAC Mortgage
Corporation Savings
Incentive Plan**
==============================================================================
*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 described herein.
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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,
1993, which has been filed by General Motors Corporation ("GM") with the
Securities and Exchange Commission (the "Commission") pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and
(2) The GMAC Mortgage Corporation Savings Incentive Plan (the "Plan") Annual
Report on Form 11-K for the year ended December 31, 1993, filed pursuant to
Section 15(d) of the 1934 Act. The consolidated financial statements and
financial statement schedules included in the GM Annual Report on Form 10-K
for the year ended December 31, 1993 and the financial statements of the Plan
included in the GM Annual Report on Form 11-K for the Plan for the year ended
December 31, 1993, filed June 29, 1994, incorporated by reference herein, have
been audited by Deloitte & Touche (as to financial statements and financial
statement schedules of GM, GM Hughes Electronics Corporation and the Plan) and
by KPMG Peat Marwick (as to financial statements of Electronic Data Systems
Corporation), independent auditors, as stated in their respective reports
appearing therein, and have been so incorporated in reliance upon such reports
given upon the authority of said firms as experts in accounting and auditing;
(b) all other reports filed by GM pursuant to Sections 13(a) or 15(d)
of the 1934 Act since December 31, 1993; and
(c) the description of General Motors common stock, $1-2/3 par value
("GM $1-2/3 Par Value Common Stock"), General Motors Class E common stock,
$0.10 par value ("Class E common stock"), and General Motors Class H common
stock, $0.10 par value ("Class H common stock"), contained in Article Fourth
of the GM Restated Certificate of Incorporation, filed as Exhibit 3(i) to the
GM Current Report on Form 8-K dated May 26, 1994, filed pursuant to Section 13
of the 1934 Act.
All documents subsequently filed by GM 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 GM $1-2/3 Par Value Common Stock offered hereby
has been passed upon by Martin I. Darvick, Attorney, Legal Staff of GM.
Mr. Darvick owns shares of GM $1-2/3 Par Value Common Stock and has options to
purchase additional shares of GM $1-2/3 Par Value Common Stock.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware Corporation Law, GM is empowered to
indemnify its directors and officers in the circumstances therein provided.
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PART II (continued)
Item 6. Indemnification of Directors and Officers (continued).
GM's Certificate of Incorporation, as amended, provides that no
director shall be personally liable to GM 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 GM 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 V of its By-Laws, GM 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 GM, or is or was
serving at the request of GM as a director, officer, employee, fiduciary or
member of any other corporation, partnership, joint venture, trust,
organization or other enterprise. GM 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 GM. GM 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 V of the By-Laws or otherwise.
If a claim for indemnification or advancement of expenses by an officer or
director under Article V of the By-Laws is not paid in full within ninety days
after a written claim therefor has been received by GM, 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 GM 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 V 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 GM's Certificate of
Incorporation or By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise.
GM is insured against liabilities which it may incur by reason of
Article V of its By-Laws. In addition, directors and officers are insured,
at GM's expense, against some liabilities which might arise out of their
employment and not be subject to indemnification under Article V of the
By-Laws.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), is permitted to directors and
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PART II (continued)
Item 6. Indemnification of Directors and Officers (concluded).
officers of GM pursuant to the abovementioned provisions, or otherwise, GM 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, GM to the fullest extent permissible under law will
indemnify, and has purchased insurance on behalf of, directors or officers of
GM, 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.
- -------------- --------
(4)(a) Restated Certificate of Incorporation of General Motors Corporation
as amended to May 26, 1994, incorporated by reference to Exhibit 3(i)
to the Current Report on Form 8-K of GM dated May 26, 1994, 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, incorporated by reference to Exhibit 19 to the Quarterly Report
on Form 10-Q of GM for the quarter ended June 30, 1990 in the Form SE
of GM 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, incorporated by reference to Exhibit 4(a)
to Form S-8 Registration Statement of GM dated November 6, 1991
(Registration No. 33-43744) in the Form SE of GM 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, incorporated by reference to Exhibit 4(a) to Form S-3
Registration Statement of GM dated January 27, 1992 (Registration No.
33-45216) in the Form SE of GM 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, incorporated
by reference to Exhibit 3(a) to the Annual Report on Form 10-K of GM
for the year ended December 31, 1991 in the Form SE of GM 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, incorporated by reference to Exhibit 3(a)(2) to the Quarterly
Report on Form 10-Q of GM for the quarter ended June 30, 1992 in the
Form SE of GM dated August 10, 1992; and as further amended by the
Certificate of Designations filed with the Secretary of State of the
State of Delaware on December 15, 1992, incorporated by reference to
Exhibit 4(a) to Form S-3 Registration Statement of GM dated January
25, 1993 (Registration No.
33-49309) in the Form SE of GM dated January 25, 1993........ N/A
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PART II (continued)
Item 8. Exhibits (concluded).
Exhibit Number Page No.
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(4)(b) By-Laws of General Motors Corporation as amended
to December 6, 1993, incorporated by reference to
Exhibit 3(ii) to the Current Report on Form 8-K of GM
dated December 6, 1993...................................... N/A
(5)(a) Opinion and consent of Martin I. Darvick, Attorney,
Legal Staff of GM, 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) Consent of Independent Auditors - Deloitte & Touche.......... II-10
(b) Consent of Independent Auditors - KPMG Peat Marwick.......... II-11
(c) Consent of Martin I. Darvick, Attorney, Legal Staff of GM,
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.
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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.
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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 New York, State of
New York, on August 1, 1994.
GENERAL MOTORS CORPORATION
--------------------------
(Registrant)
By
s/John F. Smith, Jr.
----------------------------
(John F. Smith, Jr.
Chief Executive Officer,
President and Director)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on August 1, 1994 by the following
persons in the capacities indicated.
Signature Title
--------- -----
s/John G. Smale Chairman of the Board of Directors
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(John G. Smale)
s/John F. Smith, Jr. Chief Executive Officer, President
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(John F. Smith, Jr.) and Director
s/William E. Hoglund Executive Vice President
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(William E. Hoglund) and Director
s/J. Michael Losh Executive Vice President )
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(J. Michael Losh) and Chief Financial )
Officer )
)Principal
s/Leon J. Krain Vice President and )Financial
- ------------------------------
(Leon J. Krain) Group Executive )Officers
)
s/Heidi Kunz Vice President and )
- ------------------------------
(Heidi Kunz) Treasurer )
s/Wallace W. Creek Comptroller )Principal
- ------------------------------
(Wallace W. Creek) )Accounting
)Officers
s/David J. FitzPatrick Chief Accounting Officer )
- ------------------------------
(David J. FitzPatrick)
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SIGNATURES (continued)
Signature Title
--------- -----
s/John H. Bryan Director
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(John H. Bryan)
s/Thomas E. Everhart Director
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(Thomas E. Everhart)
s/Charles T. Fisher, III Director
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(Charles T. Fisher, III)
s/J. Willard Marriott, Jr. Director
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(J. Willard Marriott, Jr.)
s/Ann D. McLaughlin Director
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(Ann D. McLaughlin)
s/Paul H. O'Neill Director
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(Paul H. O'Neill)
s/Edmund T. Pratt, Jr. Director
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(Edmund T. Pratt, Jr.)
s/Louis W. Sullivan Director
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(Louis W. Sullivan)
s/Dennis Weatherstone Director
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(Dennis Weatherstone)
s/Thomas H. Wyman Director
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(Thomas H. Wyman)
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SIGNATURES (concluded)
The Plan. Pursuant to the requirements of the Securities Act of
1933, The GMAC Mortgage Corporation Savings Incentive Plan has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Philadelphia, State of Pennsylvania,
on August 1, 1994.
THE GMAC MORTGAGE CORPORATION
SAVINGS INCENTIVE PLAN
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(Plan)
By
s/Mark L. Korell
----------------------------------
(Mark L. Korell,
Chairman Administrative Committee)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on August 1, 1994 by the
following persons as members of the Administrative Committee for The GMAC
Mortgage Corporation Savings Incentive Plan, the Committee thereunto duly
appointed with full power and authority to construe, interpret and administer
the said Plan.
Signature Title
--------- -----
s/Mark L. Korell Chairman
- --------------------------------
(Mark L. Korell)
s/David E. Creamer Member
- --------------------------------
(David E. Creamer)
s/Ralph J. Hall Member
- --------------------------------
(Ralph J. Hall)
s/Michael D. Mangan Member
- --------------------------------
(Michael D. Mangan)
s/R. Michael O'Brien Member
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(R. Michael O'Brien)
s/Harris A. Turkel Member
- --------------------------------
(Harris A. Turkel)
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EXHIBIT 5(a)
August 1, 1994
General Motors Corporation
767 Fifth Avenue
New York, New York 10153-0075
Gentlemen:
As Attorney, Legal Staff of General Motors Corporation, I am familiar
with the Registration Statement, dated August 1, 1994, being filed by GM with
the Securities and Exchange Commission, relating to (1) interests in The GMAC
Mortgage Corporation Savings Incentive Plan (the "Plan") and (2) 500,000
shares of General Motors $1-2/3 par value common stock to be registered for
the Plan.
It is my opinion that the interests in the Plan and the $1-2/3 par
value common stock to be registered, when sold or issued hereafter in
accordance with the provisions of said Plan, in accordance with Delaware law
and upon payment of the consideration for such shares as contemplated by said
Plan, will be validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as Exhibit 5(a) of the
abovementioned Registration Statement.
Very truly yours,
s/Martin I. Darvick
Martin I. Darvick
Attorney, Legal Staff
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
GENERAL MOTORS CORPORATION:
We hereby consent to the incorporation by reference in this Registration
Statement of General Motors Corporation on Form S-8 of our reports dated
February 9, 1994 appearing in the Annual Report on Form 10-K of General Motors
Corporation for the year ended December 31, 1993 and our report dated June 17,
1994 appearing in the Annual Report on Form 11-K of The GMAC Mortgage
Corporation Savings Incentive Plan for the year ended December 31, 1993. We
also consent to the reference to us under the heading "Incorporation of
Documents by Reference" in this Registration Statement.
s/DELOITTE & TOUCHE
DELOITTE & TOUCHE
Detroit, Michigan
August 1, 1994
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS
ELECTRONIC DATA SYSTEMS CORPORATION:
We hereby consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Incorporation of Documents
by Reference" in the Registration Statement.
s/KPMG PEAT MARWICK
KPMG PEAT MARWICK
Dallas, Texas
August 1, 1994
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