<PAGE> 1
As filed with the Securities and Exchange Commission on October 6, 1994
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CHRYSLER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-2673623
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
12000 Chrysler Drive
Highland Park, Michigan 48288-0001
(313) 956-5741
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
CHRYSLER CORPORATION 1991 STOCK COMPENSATION PLAN
(Full title of the plan)
Richard D. Houtman, Esq.
12000 Chrysler Drive
Highland Park, Michigan 48288-0001
(313) 956-2845
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Title of Amount of Proposed Proposed Amount
additional additional maximum maximum of regis-
securities securities offering aggregate tration
to be to be price offering fee
registered registered per price
share
<S> <C> <C> <C> <C>
Common Stock,
par value
$1.00 per
share 17,000,000 $44.3125 $753,312,500 $150,662.50(1)
- --------------------------------------------------------------------------------------------
</TABLE>
(1) The offering price and registration fee have been calculated pursuant
to Rule 457(h). There are also registered hereunder any additional
indeterminate number of shares as may be issued as a result of
antidilution provisions of the 1991 Stock Compensation Plan.
<PAGE> 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Chrysler has filed with the Securities and Exchange Commission (the
"Commission"), pursuant to Section 13 of the Securities Exchange Act of 1934,
as amended (the "Act"), an Annual Report on Form 10-K for the year ended
December 31, 1993 and Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994 and June 30, 1994 and, pursuant to the Securities Act of 1933,
a Report on Form S-8, Registration No. 33-47986, which Reports are incorporated
herein by reference.
All documents subsequently filed with the Commission by the Registrant
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 hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated herein by reference and to
be a part hereof from the dates of filing of such documents.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Chrysler
Corporation 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 Highland Park, and State of Michigan, on the
6th day of October, 1994.
CHRYSLER CORPORATION
By /s/ GARY C. VALADE
Gary C. Valade
Executive Vice President
and Chief Financial
Officer
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Principal executive officer:
<TABLE>
<S> <C> <C>
ROBERT J. EATON* Chairman of October 6, 1994
- --------------------------- the Board
Robert J. Eaton
Principal financial officer:
G. C. VALADE* Chief Financial October 6, 1994
- --------------------------- Officer
G. C. Valade
</TABLE>
II-1
<PAGE> 3
Principal accounting officer:
<TABLE>
<S> <C> <C>
J. D. DONLON, III* Controller October 6, 1994
- ---------------------------
J. D. Donlon, III
*By /s/ R. D. HOUTMAN
------------------------
R. D. Houtman
Attorney-in-Fact
DIRECTORS:
LILYAN H. AFFINITO* Director October 6, 1994
- -----------------------------
Lilyan H. Affinito
ROBERT E. ALLEN* Director October 6, 1994
- -----------------------------
Robert E. Allen
JOSEPH E. ANTONINI* Director October 6, 1994
- -----------------------------
Joseph E. Antonini
Director
- -----------------------------
Joseph A. Califano, Jr.
THOMAS G. DENOMME* Director October 6, 1994
- -----------------------------
Thomas G. Denomme
ROBERT J. EATON* Director October 6, 1994
- -----------------------------
Robert J. Eaton
EARL G. GRAVES* Director October 6, 1994
- -----------------------------
Earl G. Graves
KENT KRESA* Director October 6, 1994
- -----------------------------
Kent Kresa
ROBERT J. LANIGAN* Director October 6, 1994
- -----------------------------
Robert J. Lanigan
ROBERT A. LUTZ* Director October 6, 1994
- -----------------------------
Robert A. Lutz
PETER A. MAGOWAN* Director October 6, 1994
- -----------------------------
Peter A. Magowan
MALCOLM T. STAMPER* Director October 6, 1994
- -----------------------------
Malcolm T. Stamper
LYNTON R. WILSON* Director October 6, 1994
- -----------------------------
Lynton R. Wilson
*By /s/ R. D. HOUTMAN October 6, 1994
--------------------------
R. D. Houtman
Attorney-in-Fact
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<S> <C>
5 - Opinion of William J. O'Brien, Esq., as to the legality of the securities being registered.
15 - Letter in Lieu of Consent of Deloitte & Touche LLP, Independent Public Accountants, dated October 6, 1994 relating
to Financial Statements.
24-A - Consent of William J. O'Brien, Esq. (included in opinion to be filed as Exhibit 5).
24-B - Consent of Deloitte & Touche LLP.
25 - Powers of Attorney executed by certain officers and directors who signed this Registration Statement by an
attorney-in-fact.
28 - Copy of the Chrysler Corporation 1991 Stock Compensation Plan. Filed as Exhibit 10-A-32 to the Annual Report of
Chrysler Corporation on Form 10-K for the year ended December 31, 1993, and incorporated herein by reference.
</TABLE>
<PAGE> 1
Exhibit 5
October 6, 1994
Board of Directors of
Chrysler Corporation
Registration Statement on Form S-8
Dear Sirs:
I am Vice President and General Counsel of Chrysler Corporation, a
Delaware corporation (Chrysler), and have participated in the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the Registration
Statement), relating to the 17,000,000 additional shares of Chrysler Common
Stock issuable pursuant to options granted under the Chrysler Corporation 1991
Stock Compensation Plan (the Plan). These shares are in addition to the
11,000,000 shares which were registered under Registration No. 33-47986.
In so acting, I have examined and relied upon the originals or copies
certified or otherwise identified to my satisfaction, of such corporate
records, documents, certificates or other instruments as in my judgment are
necessary or appropriate to enable me to render the opinion set forth below.
I am of the opinion that the shares of Common Stock to be registered
have been duly authorized and, when issued in accordance with the terms of the
Plan, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ WILLIAM J. O'BRIEN
William J. O'Brien
Vice President and General
Counsel
<PAGE> 1
Exhibit 15
October 6, 1994
Chrysler Corporation
Highland Park, Michigan
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Chrysler Corporation and consolidated subsidiaries for the
periods ended March 31, 1994 and 1993, and June 30, 1994 and 1993, as indicated
in our reports dated April 19, 1994 and July 14, 1994, respectively. Because we
did not perform audits, we expressed no opinions on that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994 and June
30, 1994, were incorporated by reference in this Registration Statement.
We also are aware that the aforementioned reports pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Detroit, Michigan
<PAGE> 1
Exhibit 24-B
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Chrysler Corporation and consolidated subsidiaries on Form S-8 of our report
dated January 18, 1994, appearing in the Annual Report on Form 10-K of Chrysler
Corporation and consolidated subsidiaries for the year ended December 31, 1993.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Detroit, Michigan
October 6, 1994
<PAGE> 1
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, R. D. HOUTMAN, ANTHONY E. MICALE AND HOLLY E. LEESE or any one or more
of them, to be his or her agent, proxy and attorney-in-fact, to sign and
execute in his or her name, place and stead and on his behalf, and to file with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, the Form S-8 Registration Statement of Chrysler Corporation for the
Chrysler Corporation 1991 Stock Compensation Plan, and any and all amendments
to such Registration Statement that may be necessary or desirable; hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the 6th day of October, 1994.
/s/ Lilyan H. Affinito
Lilyan H. Affinito
<PAGE> 2
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, R. D. HOUTMAN, ANTHONY E. MICALE AND HOLLY E. LEESE or any one or more
of them, to be his or her agent, proxy and attorney-in-fact, to sign and
execute in his or her name, place and stead and on his behalf, and to file with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, the Form S-8 Registration Statement of Chrysler Corporation for the
Chrysler Corporation 1991 Stock Compensation Plan, and any and all amendments
to such Registration Statement that may be necessary or desirable; hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the 6th day of October, 1994.
/s/ Robert E. Allen
Robert E. Allen
<PAGE> 3
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, R. D. HOUTMAN, ANTHONY E. MICALE AND HOLLY E. LEESE or any one or more
of them, to be his or her agent, proxy and attorney-in-fact, to sign and
execute in his or her name, place and stead and on his behalf, and to file with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, the Form S-8 Registration Statement of Chrysler Corporation for the
Chrysler Corporation 1991 Stock Compensation Plan, and any and all amendments
to such Registration Statement that may be necessary or desirable; hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the 6th day of October, 1994.
/s/ Joseph E. Antonini
Joseph E. Antonini
<PAGE> 4
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, R. D. HOUTMAN, ANTHONY E. MICALE AND HOLLY E. LEESE or any one or more
of them, to be his or her agent, proxy and attorney-in-fact, to sign and
execute in his or her name, place and stead and on his behalf, and to file with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, the Form S-8 Registration Statement of Chrysler Corporation for the
Chrysler Corporation 1991 Stock Compensation Plan, and any and all amendments
to such Registration Statement that may be necessary or desirable; hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the 6th day of October, 1994.
/s/ Thomas G. Denomme
Thomas G. Denomme
<PAGE> 5
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, R. D. HOUTMAN, ANTHONY E. MICALE AND HOLLY E. LEESE or any one or more
of them, to be his or her agent, proxy and attorney-in-fact, to sign and
execute in his or her name, place and stead and on his behalf, and to file with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, the Form S-8 Registration Statement of Chrysler Corporation for the
Chrysler Corporation 1991 Stock Compensation Plan, and any and all amendments
to such Registration Statement that may be necessary or desirable; hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the 6th day of October, 1994.
/s/ Robert J. Eaton
Robert J. Eaton
<PAGE> 6
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, R. D. HOUTMAN, ANTHONY E. MICALE AND HOLLY E. LEESE or any one or more
of them, to be his or her agent, proxy and attorney-in-fact, to sign and
execute in his or her name, place and stead and on his behalf, and to file with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, the Form S-8 Registration Statement of Chrysler Corporation for the
Chrysler Corporation 1991 Stock Compensation Plan, and any and all amendments
to such Registration Statement that may be necessary or desirable; hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the 6th day of October, 1994.
/s/ Earl G. Graves
Earl G. Graves
<PAGE> 7
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, R. D. HOUTMAN, ANTHONY E. MICALE AND HOLLY E. LEESE or any one or more
of them, to be his or her agent, proxy and attorney-in-fact, to sign and
execute in his or her name, place and stead and on his behalf, and to file with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, the Form S-8 Registration Statement of Chrysler Corporation for the
Chrysler Corporation 1991 Stock Compensation Plan, and any and all amendments
to such Registration Statement that may be necessary or desirable; hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the 6th day of October, 1994.
/s/ Kent Kresa
Kent Kresa
<PAGE> 8
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, R. D. HOUTMAN, ANTHONY E. MICALE AND HOLLY E. LEESE or any one or more
of them, to be his or her agent, proxy and attorney-in-fact, to sign and
execute in his or her name, place and stead and on his behalf, and to file with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, the Form S-8 Registration Statement of Chrysler Corporation for the
Chrysler Corporation 1991 Stock Compensation Plan, and any and all amendments
to such Registration Statement that may be necessary or desirable; hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the 6th day of October, 1994.
/s/ Robert J. Lanigan
Robert J. Lanigan
<PAGE> 9
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, R. D. HOUTMAN, ANTHONY E. MICALE AND HOLLY E. LEESE or any one or more
of them, to be his or her agent, proxy and attorney-in-fact, to sign and
execute in his or her name, place and stead and on his behalf, and to file with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, the Form S-8 Registration Statement of Chrysler Corporation for the
Chrysler Corporation 1991 Stock Compensation Plan, and any and all amendments
to such Registration Statement that may be necessary or desirable; hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the 6th day of October, 1994.
/s/ Robert A. Lutz
Robert A. Lutz
<PAGE> 10
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, R. D. HOUTMAN, ANTHONY E. MICALE AND HOLLY E. LEESE or any one or more
of them, to be his or her agent, proxy and attorney-in-fact, to sign and
execute in his or her name, place and stead and on his behalf, and to file with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, the Form S-8 Registration Statement of Chrysler Corporation for the
Chrysler Corporation 1991 Stock Compensation Plan, and any and all amendments
to such Registration Statement that may be necessary or desirable; hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the 6th day of October, 1994.
/s/ Peter A. Magowan
Peter A. Magowan
<PAGE> 11
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, R. D. HOUTMAN, ANTHONY E. MICALE AND HOLLY E. LEESE or any one or more
of them, to be his or her agent, proxy and attorney-in-fact, to sign and
execute in his or her name, place and stead and on his behalf, and to file with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, the Form S-8 Registration Statement of Chrysler Corporation for the
Chrysler Corporation 1991 Stock Compensation Plan, and any and all amendments
to such Registration Statement that may be necessary or desirable; hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the 6th day of October, 1994.
/s/ Malcolm T. Stamper
Malcolm T. Stamper
<PAGE> 12
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, R. D. HOUTMAN, ANTHONY E. MICALE AND HOLLY E. LEESE or any one or more
of them, to be his or her agent, proxy and attorney-in-fact, to sign and
execute in his or her name, place and stead and on his behalf, and to file with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, the Form S-8 Registration Statement of Chrysler Corporation for the
Chrysler Corporation 1991 Stock Compensation Plan, and any and all amendments
to such Registration Statement that may be necessary or desirable; hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the 6th day of October, 1994.
/s/ Lynton R. Wilson
Lynton R. Wilson
<PAGE> 13
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, R. D. HOUTMAN, ANTHONY E. MICALE AND HOLLY E. LEESE or any one or more
of them, to be his or her agent, proxy and attorney-in-fact, to sign and
execute in his or her name, place and stead and on his behalf, and to file with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, the Form S-8 Registration Statement of Chrysler Corporation for the
Chrysler Corporation 1991 Stock Compensation Plan, and any and all amendments
to such Registration Statement that may be necessary or desirable; hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the 6th day of October, 1994.
/s/ James D. Donlon III
James D. Donlon III
<PAGE> 14
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Chrysler Corporation hereby constitutes and appoints WILLIAM J.
O'BRIEN, R. D. HOUTMAN, ANTHONY E. MICALE AND HOLLY E. LEESE or any one or more
of them, to be his or her agent, proxy and attorney-in-fact, to sign and
execute in his or her name, place and stead and on his behalf, and to file with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, the Form S-8 Registration Statement of Chrysler Corporation for the
Chrysler Corporation 1991 Stock Compensation Plan, and any and all amendments
to such Registration Statement that may be necessary or desirable; hereby
approving, ratifying and confirming all that the aforesaid agents, proxies and
attorneys-in-fact or any one of them do on his behalf pursuant to this power.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the 6th day of October, 1994.
/s/ Gary C. Valade
Gary C. Valade
