As filed with the Securities and Exchange Commission on April 16, 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
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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 48265-1000
3044 West Grand Boulevard, Detroit, Michigan 48202-3091
- -------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
GMAC MORTGAGE CORPORATION
SAVINGS INCENTIVE PLAN
-------------------------
(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... 200,000 shares $86.41 $17,281,250 $4,804.19
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 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) The Current Report on Form 8-K dated April 12, 1999, filed by
General Motors Corporation (hereinafter sometimes referred to as "General
Motors" or the "Corporation") pursuant to Section 13(a) of the Securities
Exchange Act of 1934, (hereinafter referred to as the "1934 Act");
(b)(1) The Annual Report on Form 10-K for the year ended December 31,
1998, (hereinafter referred to as the "1998 Form 10-K"), filed by the
Corporation with the Securities and Exchange Commission (hereinafter referred to
as the "Commission") pursuant to Section 13(a) of the 1934 Act, except for Item
6, Item 8, Item 14(a)2, and Item 14 Exhibit 12, and (2) the GMAC Mortgage
Corporation Savings Incentive Plan (hereinafter sometimes referred to as the
"Plan"), 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;
(c) The Current Reports on Form 8-K dated January 14, 1999, January 20,
1999, January 22, 1999 (2), January 27, 1999, April 5, 1999, April 9, 1999, and
April 14, 1999 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 (hereinafter referred to as the "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 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.
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
II-3
PART II (continued)
Exhibit Number Page No.
- -------------- --------
Item 8. Exhibits (concluded).
(4)(a) 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
(4)(b) By-Laws as amended, included as Exhibit 3(ii) to the
Current 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 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 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.
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 April 12, 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 April 12, 1999 by the following
persons in the capacities indicated.
Signature Title
--------- -----
/S/JOHN F. SMITH, JR. Chairman of the Board of Directors,
- ------------------------------ and 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
--------- -----
Director
- --------------------------------
(Percy Barnevik)
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)
April 12, 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 April 16, 1999, being filed by GM with
the Securities and Exchange Commission, relating to (1) interests in the GMAC
Mortgage Corporation Savings Incentive Plan (the "Plan"); (2) 200,000 shares of
General Motors $1-2/3 par value common stock to be registered for the Plan, 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
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 report dated April 12, 1999 appearing in the Current Report on Form
8-K of General Motors Corporation dated April 12, 1999;
- our report dated January 20, 1999 (March 1, 1999 as to Note 19)
appearing on page IV-16 in the Annual Report on Form 10-K of General
Motors Corporation for the year ended December 31, 1998; and
- our report dated May 29, 1998 appearing in the Annual Report on Form
11-K of the GMAC Mortgage Corporation Savings Incentive Plan for the
year ended December 31, 1997.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Detroit, Michigan
April 16, 1999
II-9
