As filed with the Securities and Exchange Commission on January 27, 1998.
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
- ------------------------------- -------------------
(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)
GENERAL MOTORS 1998
STOCK OPTION 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
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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 15,000,000 shares $57.84 $867,656,250 $262,926.14
==============================================================================
*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 Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997, and September 30, 1997 filed by the Corporation pursuant to
Section 13 of the 1934 Act;
(c) The Current Reports on Form 8-K dated January 16, 1997, January 27,
1997, March 12, 1997, April 14, 1997, May 23, 1997, May 27, 1997, July 1, 1997,
July 14, 1997, October 6, 1997, October 13, 1997, November 21, 1997, November
24, 1997, December 17, 1997, January 9, 1998 and January 26, 1998 filed by the
Corporation pursuant to Section 13(a) of the 1934 Act; and
(d) 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 ("Restated Certificate of Incorporation"), filed as
Exhibit 3(i) to the Corporation's Current Report on Form 8-K dated December 17,
1997, 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 $1-2/3 par value 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 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 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, as amended ("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 filed
as Exhibit 3(i) to the Current Report on Form 8-K of General Motors
dated December 17, 1997 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
II-3
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 included as Exhibit 3(ii) to the Current Report on Form 8-K of
General Motors dated December 17, 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
(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.
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.
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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 December 8, 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 December 8, 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) )Principal
)Financial
/s/ERIC A. FELDSTEIN Treasurer )Officers
- ------------------------------ )
(Eric A. Feldstein) )
/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
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(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/ KAREN KATEN Director
- --------------------------------
(Karen Katen)
/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/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)
II-7
EXHIBIT 5(a)
January 27, 1998
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 January 27, 1998 being filed by General
Motors with the Securities and Exchange Commission, relating to 15,000,000
shares of General Motors $1-2/3 par value common stock, to be registered for the
General Motors 1998 Stock Option Plan.
It is my opinion that the General Motors $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
II-8
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
January 27, 1998
II-9
