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As filed with the Securities and Exchange Commission on April 7, 1997.
Registration No. 333-xxxxx
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.)
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) 556-5000
--------------------------------------------------------
(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...... 3,800,000 shares $53.50 $203,300,000 $61,606.06
==============================================================================
*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,
1996 (hereinafter referred to as "1996 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 1996 Form 10-K, incorporated by reference herein, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing therein, and have been so incorporated in reliance upon such
reports given upon the authority of said firm as experts in accounting and
auditing;
(b) The Current Reports on Form 8-K dated January 16, 1997,
January 27, 1997, and March 12, 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, as amended (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 GM $1-2/3 par value common stock and has options
to purchase additional shares of GM $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 Restated Certificate of Incorporation 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 (continued)
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 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 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 Warren, State of
Michigan, on April 7, 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 April 7, 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)
April 7, 1997
General Motors Corporation
3044 West Grand Boulevard
Detroit, Michigan 48202-3091
Gentlemen:
As Attorney, Legal Staff of General Motors Corporation, I am familiar
with the Registration Statement, dated April 7, 1997, being filed by General
Motors with the Securities and Exchange Commission, relating to 3,800,000 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 28, 1997,
appearing in the Annual Report on Form 10-K of General Motors Corporation for
the year ended December 31, 1996. 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
April 7, 1997
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