L:\secfiles\s-8\1997\hughes\plan.doc
As filed with the Securities and Exchange Commission on March 7, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
GENERAL MOTORS CORPORATION
------------------------------------------------------
(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.)
100 Renaissance Center, Detroit, Michigan 48243-7301
3044 West Grand Boulevard, Detroit, Michigan 48202-3091
- -------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
HUGHES ELECTRONICS CORPORATION
INCENTIVE PLAN
------------------------------------
(Full title of the plan)
PETER R. BIBLE, CHIEF ACCOUNTING OFFICER
General Motors Corporation
3044 West Grand Blvd., Detroit, Michigan 48202-3091
(313) 556-4167
--------------------------------------------------------
(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
------------------------ -------------- --------- ------------ ------------
Class H Common Stock,
$0.10 par value...... 2,000,000 shares $59.0625 $118,125,000 $35,795.45
==============================================================================
*Estimated solely for the purpose of determining the registration fee.
<PAGE>
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, 1995,
as amended (hereinafter referred to as "1995 Form 10-K"), which has been filed
by General Motors Corporation (hereinafter sometimes referred to as "General
Motors" or the "Corporation") with the Securities and Exchange Commission
(hereinafter referred to as the "Commission") pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (hereinafter referred to as the
"1934 Act"). The consolidated financial statements and financial statement
schedule included in the 1995 Form 10-K, incorporated by reference herein, have
been audited by Deloitte & Touche LLP (as to the financial statements and
financial statement schedule of General Motors Corporation, and as to the
financial statements of Hughes Electronics Corporation) and by KPMG Peat Marwick
LLP (as to the 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) The Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996, and September 30, 1996 and Current Reports on Form 8-K
dated January 29, 1996, February 26, 1996, March 12, 1996, April 19, 1996, May
29, 1996, June 7, 1996, January 16, 1997 and January 27, 1997, filed by the
Corporation pursuant to Section 13(a) of the 1934 Act; and
(c) the description of General Motors Class H common stock, $0.10 par
value (hereinafter referred to as "Class H common stock"), contained in Article
Fourth of the General Motors Corporation Restated Certificate of Incorporation,
filed as Exhibit 3(i) to the Corporation's Current Report on Form 8-K dated June
7, 1996, 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 Class H common stock offered hereby has been passed
upon by Martin I. Darvick, Attorney, Legal Staff of the Corporation. Mr. Darvick
owns shares of $1-2/3 par value common stock and Class H common stock and has
options to purchase additional shares of $1-2/3 par value common stock.
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<PAGE>
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 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 V 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 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 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 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 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 V 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 V of the By-Laws.
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<PAGE>
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 above mentioned 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.
- -------------- --------
(4)(a) General Motors Corporation Restated Certificate of
Incorporation, as amended, incorporated by reference to
Exhibit 3(i) to the Current Report on Form 8-K of General
Motors dated June 7, 1996 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 the 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
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PART II (concluded)
Item 8. Exhibits (Concluded).
Exhibit Number Page No.
- -------------- --------
(4)(a) Form SE of General Motors 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 (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 ..................... N/A
(b) By-Laws, as amended, incorporated by reference to Exhibit
3(ii) to the Current Report on Form 8-K of General Motors
dated January 27, 1997......................................
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-8
(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 LLP..... II-9
(b) Consent of Independent Auditors - KPMG Peat Marwick LLP..... II-10
(c) 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.
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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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<PAGE>
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 March 3, 1997.
GENERAL MOTORS CORPORATION
--------------------------
(Registrant)
By
/s/JOHN F. SMITH, JR.
----------------------------
(John F. Smith, Jr., Chairman
of the Board of Directors, Chief
Executive Officer and President)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on March 3, 1997 by the following persons
in the capacities indicated.
Signature Title
--------- -----
/S/JOHN F. SMITH, JR. Chairman of the Board of Directors,
- ------------------------------ Chief Executive Officer
(John F. Smith, Jr.) and President
/S/HARRY J. PEARCE Vice Chairman of the Board
- ------------------------------ of Directors
(Harry J. Pearce)
/s/J. MICHAEL LOSH Executive Vice President and)
- ------------------------------ Chief Financial Officer )
(J. Michael Losh) )
)
/s/LEON J. KRAIN Vice President and )Principal
- ------------------------------ Group Executive )Financial
(Leon J. Krain) )Officers
)
/s/JOHN D. FINNEGAN Vice President and )
- ------------------------------ Treasurer )
(John D. Finnegan) )
/s/WALLACE W. CREEK Comptroller )
- ------------------------------ )Principal
(Wallace W. Creek)
)Accounting
)Officers
/s/PETER R. BIBLE Chief Accounting Officer )
- ------------------------------ )
(Peter R. Bible)
)
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<PAGE>
SIGNATURES (continued)
Signature Title
--------- -----
/s/ANNE L. ARMSTRONG Director
- --------------------------------
(Anne L. Armstrong)
/s/PERCY BARNEVIK Director
- --------------------------------
(Percy Barnevik)
/s/JOHN H. BRYAN Director
- --------------------------------
(John H. Bryan)
/s/THOMAS E. EVERHART Director
- --------------------------------
(Thomas E. Everhart)
/s/CHARLES T. FISHER, III Director
- --------------------------------
(Charles T. Fisher, III)
/s/GEORGE M.C. FISHER Director
- --------------------------------
(George M.C. Fisher)
/s/J. WILLARD MARRIOTT, JR. Director
- --------------------------------
(J. Willard Marriott, Jr.)
/s/ANN D. MCLAUGHLIN Director
- --------------------------------
(Ann D. McLaughlin)
/s/ECKHARD PFEIFFER Director
- --------------------------------
(Eckhard Pfeiffer)
/s/ EDMUND T. PRATT, JR. Director
- --------------------------------
(Edmund T. Pratt, Jr.)
/s/JOHN G. SMALE Director
- --------------------------------
(John G. Smale)
/s/LOUIS W. SULLIVAN Director
- --------------------------------
(Louis W. Sullivan)
/s/DENNIS WEATHERSTONE Director
- --------------------------------
(Dennis Weatherstone)
/s/THOMAS H. WYMAN Director
- --------------------------------
(Thomas H. Wyman)
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EXHIBIT 5(a)
March 7, 1997
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 March 7, 1997, being filed by GM with the
Securities and Exchange Commission, relating to 2,000,000 shares of General
Motors Class H common stock, $0.10 par value, to be registered for the Hughes
Electronics Corporation Incentive Plan.
It is my opinion that the General Motors Class H 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 consent to the incorporation by reference in this Registration Statement on
Form S-8 of General Motors Corporation of our reports dated January 29, 1996,
appearing in the Annual Report on Form 10-K of General Motors Corporation for
the year ended December 31, 1995, as amended. We also consent to the reference
to us under the heading "Item 3. Incorporation of Documents by Reference" in
this Registration Statement.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Detroit, Michigan
March 6, 1997
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors of Electronic Data Systems Corporation:
We hereby consent to the use of our report dated January 24, 1996, on the
consolidated financial statements of Electronic Data Systems Corporation and
subsidiaries, appearing in the Annual Report on Form 10-K of General Motors
Corporation for the year ended December 31, 1995, as amended, incorporated
herein by reference and to the reference to our firm under the heading
"Incorporation of Documents by Reference" in this Registration Statement.
/s/KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Dallas, Texas
March 6, 1997
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