<PAGE>
As filed with the Securities and Exchange Commission on May 5, 1999
Registration No. 333-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------
NAVISTAR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3359573
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
455 North Cityfront Plaza Drive
Chicago, Illinois 60611
Telephone: (312) 836-2000
(Address of principal executive offices)
----------
NAVISTAR
1994 PERFORMANCE INCENTIVE PLAN
---------
NAVISTAR INTERNATIONAL CORPORATION
1998 INTERIM STOCK PLAN
---------
NAVISTAR
1998 SUPPLEMENTAL STOCK PLAN
(Full title of plans)
---------
Robert A. Boardman
Senior Vice President and General Counsel
Navistar International Corporation
455 North Cityfront Plaza Drive
Chicago, Illinois 60611
Telephone: (312) 836-2000
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
- ---------------------------- ------------------ ---------------------- ------------------------- -------------------
<S> <S> <S> <S> <S>
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price per aggregate offering price registration fee
share (2)
- ---------------------------- ------------------ ---------------------- ------------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, par value 6,000,000 $48.531 $291,186,000 $80,950
$0.10, and associated shares(3)
rights
- ---------------------------- ------------------ ---------------------- ------------------------- -------------------
<FN>
(1) Pursuant to Rule 416 of the Securities Act, this Registration Statement
also covers such additional shares of Common Stock as may become
issuable pursuant to anti-dilution provisions of the plans described
herein.
(2) Estimated pursuant to Rule 457(h) based on the average of the high and
low prices of the shares reported on the New York Stock Exchange on
April 28, 1999.
(3) Shares reserved for issuance under the Navistar 1994 Performance
Incentive Plan, the Navistar International Corporation 1998 Interim
Stock Plan and the Navistar 1998 Supplemental Stock Plan.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) Navistar International Corporation's (the "Registrant") Annual
Report on Form 10-K for the year ended October 31, 1998.
(b) The Registrant's Proxy Statement, dated January 19, 1999.
(c) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended January 31, 1999.
(d) The Registrant's Current Report on Form 8-K, dated April 20,
1999.
(e) The description of the Registrant's Common Stock contained in
the Registrant's Form S-1 (Registration No. 33-50327) filed pursuant to Section
12(b) of the Exchange Act, including any amendments or reports filed for the
purpose of updating such description.
(f) The description of the Registrant's Preferred Stock Purchase
Rights contained in the Registrant's Form 8-A (File No. 001-09618) filed
April 20, 1999 pursuant to Section 12(b) of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description.
(g) All reports and other documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), and 14 and 15(d) of the Exchange
Act, prior to 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 by reference herein
and to be a part hereof from the date of the filing of such reports and
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Robert A. Boardman, Senior Vice President and General Counsel of
the Registrant, has delivered an opinion to the effect that the shares of Common
Stock covered by this Registration Statement will be legally issued, fully paid
and non-assessable. Mr. Boardman beneficially owns 41,118 shares of the
Registrant's Common Stock and has options to acquire an additional 56,700 shares
of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
The Registrant is incorporated under the laws of the State of
Delaware. Section 145 of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceedings, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceedings, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may also indemnify any persons who are, or are threatened
to be made, a party to any threatened, pending or completed action or suit by or
in the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. To the extent that an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director has actually and reasonably incurred in connection with such
defense.
Under Article Ninth of the Registrant's Restated Certificate of
Incorporation and Article XII of its By-Laws, as amended, the Registrant shall
indemnify any person who was or is made a party or is threatened to be made
party to or is otherwise involved in any action, suit or proceedings, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was a director or officer of the Registrant (including any
predecessor corporation of the Registrant), or is or was serving at the request
of the Registrant as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against all expenses,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such person in connection therewith to the fullest extent authorized
by the General Corporation Law of the State of Delaware. Such right of
indemnification shall be a contract right and shall not be exclusive of any
other right which such directors, officers or representatives may have or
hereafter acquire under any statute, the Registrant's Restated Certificate of
Incorporation, the Registrant's By-Laws, agreement, vote of stockholders or
disinterested directors or otherwise.
2
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In addition, Section 102 of the General Corporation Law of the
State of Delaware allows a corporation to eliminate the personal liability of a
director of a corporation to the corporation or to any of its stockholders for
monetary damages for a breach of fiduciary duty as a director, except in the
case where the director (i) breaches his duty of loyalty, (ii) fails to act in
good faith, engages in intentional misconduct or knowingly violates a law, (iii)
authorized the payment of a dividend or approves a stock repurchase in violation
of the General Corporation Law of the State of Delaware or (iv) obtains an
improper personal benefit. Article Eighth of the Registrant's Restated
Certificate of Incorporation includes a provision which eliminates directors'
personal liability to the full extent permitted under the General Corporation
Law of the State of Delaware.
The Registrant maintains a policy of directors and officers
liability insurance covering certain liabilities incurred by its directors and
officers in connection with the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index that immediately precedes
the exhibits filed with this Registration Statement.
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) 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;
provided, however, that the undertakings set forth in paragraphs
-------- -------
(i) and (ii) above do not apply if the Registration Statement is on
Form S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in the periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
3
<PAGE>
(2) That, for the purpose of determining any liability under
the Securities Act, each 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.
(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 the
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
4
<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 Chicago, State of Illinois, on May 5, 1999.
NAVISTAR INTERNATIONAL CORPORATION
By: /s/ Robert C. Lannert
----------------------------
Name: Robert C. Lannert
Title: Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
5
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below does hereby make, constitute
and appoint John R. Horne, Robert C. Lannert, Robert A. Boardman, and Mark T.
Schwetschenau and each of them acting individually, true and lawful
attorneys-in-fact and agents with power to act without the other and with full
power of substitution, to execute, deliver and file, for and on such person's
behalf, and in such person's name and capacity or capacities as stated below,
any amendment, exhibit or supplement to this Registration Statement, making such
changes in the Registration Statement as such attorney-in-fact deems
appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed on May 5, 1999 by
the following persons in the capacities indicated.
Signature Capacity
--------- --------
/s/ John R. Horne Chairman, President and
- --------------------------------- Chief Executive Officer and Director
John R. Horne (Principal Executive Officer)
/s/ Robert C. Lannert Executive Vice President and
- --------------------------------- Chief Financial Officer and Director
Robert C. Lannert (Principal Financial Officer)
/s/ Mark T. Schwetschenau Vice President and Controller
- --------------------------------- (Principal Accounting Officer)
Mark T. Schwetschenau
/s/ William F. Andrews Director
- ---------------------------------
William F. Andrews
- --------------------------------- Director
Y. Marc Belton
- --------------------------------- Director
John D. Correnti
/s/ Jerry E. Dempsey Director
- ---------------------------------
Jerry E. Dempsey
/s/ Dr. Abbie J. Griffin Director
- ---------------------------------
Dr. Abbie J. Griffin
/s/ Michael N. Hammes Director
- ---------------------------------
Michael N. Hammes
/s/ Allen J. Krowe Director
- ---------------------------------
Allen J. Krowe
- --------------------------------- Director
Walter J. Laskowski
- --------------------------------- Director
William F. Patient
6
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description Sequentially Numbered Page
- -------------- ----------------------------------- --------------------------
5.1 Opinion of Robert A. Boardman with E-1
respect to the legality of the
shares of the Common Stock being
registered.
23.1 Consent of Deloitte & Touche LLP E-3
23.2 Consent of Robert A. Boardman
(included in opinion filed as
Exhibit 5.1)
24.1 Powers of Attorney (included on the
signature page of this Registration
Statement)
7
<PAGE>
EXHIBIT 5.1
May 5, 1999
Navistar International Corporation
455 North Cityfront Plaza Drive
Chicago, IL 60611
Re: Navistar International Corporation
Form S-8 Registration Statement
----------------------------------
Ladies and Gentlemen:
I have acted as General Counsel to Navistar International Corporation, a
Delaware corporation (the "Company"), in connection with the proposed
registration by the Company of up to 6,000,000 shares (the "Shares") of its
Common Stock, par value $.10 per share, with associated rights, to be issued and
sold by the Company under a Form S-8 Registration Statement, filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement"). The
Shares are to be issued upon the exercise of awards granted under the Company's
1994 Performance Incentive Plan, 1998 Interim Stock Plan, and 1998 Supplemental
Stock Plan (collectively, the "Plans").
In that connection, I have examined such corporate proceedings, documents,
records and matters of law as I have deemed necessary to enable me to render
this opinion.
For purposes of this opinion, I have assumed the authenticity of all
documents submitted to me as originals, the conformity to the originals of all
documents submitted to me as copies and the authenticity of the originals of all
documents submitted to me as copies. I have also assumed the legal capacity of
all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing on behalf of the parties thereto other than the Company and
the due authorization, execution and delivery of all documents by the parties
thereto other than the Company. As to any facts material to the opinions
expressed herein, I have relied upon the statements and representations of
officers and other representatives of the Company and others. For purposes of
numbered paragraph 1, I have relied exclusively upon certificates issued by
governmental authorities in the relevant jurisdictions and such opinion is not
intended to provide any conclusion or assurance beyond that conveyed by such
certificates.
The opinion expressed below is subject to the qualifications that I express
no opinion as to the applicability of, compliance with, or effect of any laws
except the internal laws of the State of Illinois, the General Corporation Law
of the State of Delaware and the federal law of the United States of America.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, I hereby advise you
that in my opinion:
(1) The Company is a corporation existing and in good standing under the
laws of the State of Delaware.
(2) The Shares are duly authorized and reserved for issuance under the
applicable Plan, and, when (i) the Registration Statement becomes effective
under the Act, (ii) the Shares have been duly executed and delivered on behalf
of the Company countersigned by the Company's transfer agent/registrar and (iii)
the Shares are issued in accordance with the terms of the applicable Plan upon
receipt of the consideration to be paid therefor of at least $0.10 per share,
the Shares will be validly issued, fully paid and nonassessable.
E-1
<PAGE>
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission. This
opinion and consent may be incorporated by reference in a subsequent
registration statement on Form S-8 filed pursuant to Rule 462(b) under the Act
with respect to the registration of additional securities issuable under the
Plans.
I do not find it necessary for the purposes of this opinion, and
accordingly I do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Shares.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. I assume
no obligation to revise or supplement this opinion should the present laws of
the State of Illinois, the General Corporation Law of the State of Delaware or
the federal law of the United States be changed by legislative action, judicial
decision or otherwise.
This opinion is furnished to you pursuant to the applicable rules and
regulations promulgated under the Act in connection with the filing of the
Registration Statement.
Very truly yours,
/s/ Robert A. Boardman
Robert A. Boardman,
General Counsel
E-2
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
Navistar International Corporation:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our reports dated December 14, 1998, appearing in and incorporated
by reference in the Annual Report on Form 10-K of Navistar International
Corporation for the year ended October 31, 1998.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
May 5, 1999
Chicago, Illinois
E-3
