As filed with the Securities and Exchange Commission on March 1, 1999.
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 48265-1000
3044 West Grand Boulevard, Detroit, Michigan 48202-3091
- -------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
GENERAL MOTORS
SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
-------------------------------------------
(Full title of the plan)
PETER R. BIBLE, CHIEF ACCOUNTING OFFICER
General Motors Corporation
100 Renaissance Center, Detroit, Michigan 48265-1000
(313) 556-5000
--------------------------------------------------------
(Name, address and telephone number, including area code,
of agent for service)
GENERAL MOTORS
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... 30,000,000 shares $84.00 $2,520,000,000 $700,560.00
Class H Common Stock,
$0.10 par value.... 15,000,000 shares $47.22 $708,281,250 $196,902.19
................................................. .............----------
Total $897,462.19
................................................................===========
Interests in the General
Motors Savings-Stock
Purchase Program for
Salaried Employees in
the United States**
========================================================================
*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.
<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,
1997, as amended (hereinafter referred to as the "1997 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"), and (2) the General Motors Savings-Stock Purchase Program
for Salaried Employees in the United States (hereinafter sometimes referred to
as the "Program") Annual Report on Form 11-K for the year ended December 31,
1997 (hereinafter referred to as the "1997 Form 11-K"), filed pursuant to
Section 15(d) of the 1934 Act. The consolidated financial statements and
financial statement schedule included in the 1997 Form 10-K and the financial
statements of the Program included in the 1997 Form 11-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,
1998, June 30, 1998, and September 30, 1998 filed by the Corporation pursuant to
Section 13 of the 1934 Act;
(c) The Current Reports on Form 8-K dated January 9, 1998, January 26,
1998, February 9, 1998, March 2, 1998, April 16, 1998, June 5, 1998, June 8,
1998, July 8, 1998, July 9, 1998, July 14, 1998 (2), August 3, 1998, August 17,
1998, October 5, 1998, October 6, 1998, October 13, 1998, November 16, 1998,
December 11, 1998, January 14, 1999, January 20, 1999, January 22, 1999 (2), and
January 27, 1999 were 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"), and 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 8, 1998, 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 and Class H common
stock offered hereby have 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.
II-1
<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, 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.
II-2
<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 abovementioned 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, filed as Exhibit 3(i) to the
Current Report on Form 8-K of General Motors dated
June 8, 1998, 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 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 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
II-3
PART II (continued)
Exhibit Number Page No.
- -------------- --------
Item 8. Exhibits (concluded).
(4)(a) 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
(4)(b) By-Laws as amended, included as Exhibit 3(ii) to the
Quarterly Report on Form 8-K of General Motors dated
March 2, 1998. ............................................. 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 Program 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 Program...................................... 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 and each filing of the
Program'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.
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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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 1, 1999.
GENERAL MOTORS CORPORATION
--------------------------
(Registrant)
By
/s/JOHN F. SMITH, JR.
----------------------------
(John F. Smith, Jr., Chairman
of the Board of Directors, and
Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on March 1, 1999 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.)
/S/HARRY J. PEARCE Vice Chairman of the Board
- ------------------------------ of Directors
(Harry J. Pearce)
/s/G. RICHARD WAGONER, JR. Chief Operating Officer
- ------------------------------ and President
(G. Richard Wagoner, Jr.)
/s/J. MICHAEL LOSH Executive Vice President and)
- ------------------------------ Chief Financial Officer )
(J. Michael Losh) )
)Principal
)Financial
/s/ERIC A. FELDSTEIN Vice President and )Officers
- ------------------------------ Treasurer )
(Eric A. Feldstein) )
/s/WALLACE W. CREEK Comptroller )
- ------------------------------ )
(Wallace W. Creek) )Principal
)Accounting
)Officers
/s/PETER R. BIBLE Chief Accounting Officer )
- ------------------------------ )
(Peter R. Bible) )
II-6
<PAGE>
SIGNATURES (continued)
Signature Title
--------- -----
/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/ KAREN KATEN Director
- --------------------------------
(Karen Katen)
/s/J. WILLARD MARRIOTT, JR. Director
- --------------------------------
(J. Willard Marriott, Jr.)
/s/ANN D. MCLAUGHLIN Director
- --------------------------------
(Ann D. McLaughlin)
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)
II-7
EXHIBIT 5(a)
March 1, 1999
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 1, 1999, being filed by GM with the
Securities and Exchange Commission, relating to (1) interests in the General
Motors Savings-Stock Purchase Program for Salaried Employees in the United
States (the "Program"); (2) 30,000,000 shares of General Motors $1-2/3 par value
common stock to be registered for the Program and; (3) 15,000,000 shares of
General Motors Class H common stock, $0.10 par value, to be registered for the
Program.
It is my opinion that the interests in the Program and the $1-2/3 par
value common stock and Class H common stock to be registered, when sold or
issued hereafter in accordance with the provisions of said Program, in
accordance with Delaware law and upon payment of the consideration for such
shares as contemplated by said Program, 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 26, 1998,
appearing in the Annual Report on Form 10-K of General Motors Corporation for
the year ended December 31, 1997, as amended, and of our report dated June 5,
1998 appearing in the Annual Report on Form 11-K of the General Motors
Savings-Stock Purchase Program for Salaried Employees in the United States for
the year ended December 31, 1997. 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 1, 1999
II-9
