As filed with the Securities and Exchange Commission on May 22, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIAT S.p.A.
(Exact Name of Registrant as Specified in Its Charter)
Italy N/A
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer Identification
Number)
Via Nizza, 250
Turin, Italy
(Address of Registrant's Principal Executive Offices)
FIAT S.p.A. Stock Option Plan
(Full Title of the Plan)
-------------
James J. Kennedy, Esq.
Senior Vice President and General Counsel
375 Park Avenue - Suite 2703
New York, New York 10152
(212) 207-0920
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Arthur Kohn
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
<TABLE>
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Title of each class of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum maximum registration
offering aggregate fee
price per offering price
share (1) (1)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, par value E 0.50 per share 2,756,000 Shares(2) $27.40 $75,514,400.00 $19,935.80
("Shares")
- -----------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Act"), on the basis of an exchange rate of 0.8946 U.S. Dollars per euro
(the Noon Buying Rate on May 19, 2000) and the price at which the option
to which such Shares are subject may be exercised (E 30.63 per Share).
(2) Together with an indeterminate number of Shares that may be necessary to
adjust the number of Shares reserved for issuance pursuant to the Fiat
S.p.A. Stock Option Plan as the result of a stock split, stock dividend or
similar adjustment of outstanding Shares.
================================================================================
</TABLE>
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following information shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents: (i) the Annual Report on Form 20-F of FIAT S.p.A.
("Fiat") for the Fiscal Year ended December 31, 1998, (ii) all other reports
filed by Fiat pursuant to Section 13(a) or 15(c) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") since December 31, 1998, (iii) the
description of the Shares contained in Fiat's Registration Statement on Form
20-F, dated November 1, 1988, as amended by Fiat's filing on Form 8, dated
December 22, 1988, and (iv) all documents filed by Fiat pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the termination of the offering of Shares
offered hereby. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference, or contained in this Registration
Statement, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any
subsequently filed document which also is or is 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Not applicable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The following documents are filed with or incorporated by reference
into this Registration Statement (numbering corresponds to Exhibit Table in Item
601 of Regulation S-K):
4.1 Provisions for the second grant cycle of the Stock Options 2000
Plan
4.2 Provisions for the Stock Purchase Options 2000 Plan
5.1 Opinion of Franzo Grande Stevens of the law firm of Grande
Stevens-Pedersoli regarding the validity of securities being registered
23.1 Consent of Independent Auditors
23.2 Consent of Franzo Grande Stevens of the law firm of Grande
Stevens-Pedersoli (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
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 Act; (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; (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 paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference 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 provided 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 purposes of
determining any liability under the 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 the 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
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 Turin, Italy, on May 8, 2000.
FIAT S.p.A.
/s/ Damien Clermont
----------------------------
By: Damien Clermont
Chief Financial Officer
/s/ James J. Kennedy
----------------------------
By: James J. Kennedy
Authorized Representative
in the United States
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Daniele Rulli and James J. Kennedy,
and each of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (unless
revoked in writing) to sign any and all amendments (including post-effective
amendments thereto) to this Registration Statement to which this power of
attorney is attached, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by each of the following persons in
the capacities indicated, on the date indicated below.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Paolo Fresco Director, Chairman of the Board May 8, 2000
- ------------------------------------
Paolo Fresco
/s/ Paolo Cantarella Chief Executive Officer (Principal Executive Officer); May 8, 2000
- ------------------------------------
Paolo Cantarella Director
/s/ Franco Bernabe Director May 8, 2000
- ------------------------------------
Franco Bernabe
/s/ John Philip Elkann Director May 8, 2000
- ------------------------------------
John Philip Elkann
/s/ Gabriele Galateri du Genola Director May 8, 2000
- ------------------------------------
Gabriele Galateri du Genola
/s/ Franzo Grande Stevens Director May 8, 2000
- ------------------------------------
Franzo Grande Stevens
/s/ Gianfranco Gutty Director May 8, 2000
- ------------------------------------
Gianfranco Gutty
/s/ Virgilio Marrone Director May 8, 2000
- ------------------------------------
Virgilio Marrone
/s/ Franck Riboud Director May 8, 2000
- ------------------------------------
Franck Riboud
/s/ Carl Ludwig von Boehm-Bezing Director May 8, 2000
- ------------------------------------
Carl Ludwig von Boehm-Bezing
/s/ John Francis Welch Director May 8, 2000
- ------------------------------------
John Francis Welch
/s/ Damien Clermont Chief Financial Officer May 8, 2000
- ------------------------------------
Damien Clermont (Principal Financial Officer and Principal Accounting
Officer)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
Sequentially
Numbered Page
Exhibit No. Description Method of Filing Location
- ----------- ----------- ---------------- --------
<S> <C> <C> <C>
4.1 Provisions for the second grant Filed herewith
cycle of the Stock Options 2000
Plan
4.2 Provisions for the Stock Purchase Filed herewith
Options 2000 Plan
5.1 Opinion of Franzo Grande Stevens Filed herewith
of the law firm of Grande
Stevens-Pedersoli regarding the
validity of securities being
registered
23.1 Consent of Independent Auditors Filed herewith
23.2 Consent of Franzo Grande Stevens Filed herewith
of the law firm of Grande
Stevens-Pedersoli (included in
Exhibit 5.1)
24.1 Power of Attorney (included on Filed herewith
signature page)
</TABLE>
EXHIBIT 4.1
Draft Direttori letter under second cycle of 1999 plan
.............., 2000
Dear Mr/Mrs
On February 18, 2000 the Board of Directors of Fiat S.p.A. has adopted
the second grant cycle of the Stock Option Plan pursuant to which employees of
Fiat S.p.A. and of its subsidiaries, designated on an international basis, may
be granted options to purchase Fiat ordinary shares at a defined price.
With this decision we reconfirm the objectives of strengthening the
retention of Management and involving it in the results of the Fiat Group.
Insofar as the attribution of the rights to the employees is concerned, the
objective criteria used to designate them are governed by the level of
responsibility exercised and evaluation of performance.
We are pleased to notify you that you will participate in this second grant
cycle.
For such purpose you will find attached the individual document that grants
the options, including the applicable Provisions.
We call your attention to the fact that your participation in the Plan is
subject to the return of the copy of the individual grant document, duly signed
for acceptance and agreement. It is to be returned to us through the Personnel
Department of the company where you work.
We are certain that you will appreciate this initiative.
Best regards.
Fiat S.p.A.
The Chairman The Chief Executive Officer
(Paolo Fresco) (Paolo Cantarella)
<PAGE>
Date..........., 2000
Individual form for granting of the Options
Grantee : ..........................................
On February 18, 2000 the Board of Directors of Fiat S.p.A. adopted a resolution
to enact the second grant cycle of a stock option plan (Options 2000) reserved
for employees with the title of Direttore granting the right to purchase Fiat
ordinary shares until February 18, 2008.
We notify you that, in relation to an evaluation of the responsibilities
entrusted to you and in relation to your individual performance you will
be granted:
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N. ............Options 2000
--------------------------------------------------------------------------
These Options 2000 can be exercised within the periods and with the terms
and conditions included in the Provisions that are an integral and
substantive part of this form and are incorporated herein for reference.
It is understood and agreed that any taxes or social contributions that
may result from the granting or holding of the Options 2000 or from the
subsequent purchase or sale of the shares are your exclusive
responsibility and shall be entirely borne by you, as per applicable
Italian law.
The granting of said Options 2000 is subject to your accepting and
completing this form. For this purpose you shall transmit to us, through
the Personnel Department of the company at which you are employed, a copy
of this form, duly signed for acceptance and agreement:
a) in box 1 for the number of options granted to you, for the accuracy of
your personal data and for the authorization for us to utilize such
data.
b) in box 2 for the overall contents of the above mentioned Provisions
and specifically for certain terms and conditions.
<PAGE>
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BOX 1
First name .............................. Last name ......................
Employing company ......................................................
Country of residence .....................
Citizenship ..............................
Identification numb. (tax id / ss/health reg.) ...........................
Company address ...................................................
Residence Country ......................
City .................. Postal code .......
Street & no. ....................................
Place and date of birth .................................................
I hereby declare to accept the number of Options 2000 granted to me and
acknowledge the following facts:
- That Fiat S.p.A. is appointed as a "user" and guarantees that the above
personal data is collected and shall be utilized only for the purpose of
enacting the Provisions of Stock Options 2000 included in this form.
- The data will be maintained by Fiat S.p.A. and be subject to manual or
data processing procedures, all in the respect of the law and in keeping
with best standards of security and confidentiality.
- It is not possible for Fiat S.p.A. to implement these Provisions for me
and grant me the Options 2000 without using the above data.
- Under Italian Law my privacy rights are protected by art. 13 0f Law
6754/96.
Date .................... Signature ..................................
----------------------------------------------------------------------------
<PAGE>
PROVISIONS FOR THE "STOCK OPTIONS 2000" PLAN
FOREWORD
The following provisions cover the management of the February 2000 second
cycle of the stock option plan (hereinafter called the Stock Options
2000) pursuant to which options (hereinafter called Options 2000) will be
granted to purchase Fiat S.p.A. ordinary shares (hereinafter called the
Shares), to the employees holding the title of "Direttori" (hereinafter
called the Grantees) of Fiat S.p.A. (hereinafter called Fiat) and of the
subsidiaries of Fiat companies consolidated on a line by line basis or,
even if excluded from line by line consolidation under the applicable
law, certain other Fiat Group companies of particular importance
(hereinafter both called Subsidiaries).
The terms and conditions of these provisions must be considered in their
entirety and are therefore not applicable separately or individually to
the Grantees.
1) PURPOSE
The Stock Options 2000 provides for the granting of Options 2000 to
purchase Shares, at a price of Euro 30.63, to be issued in compliance
with the resolution of the Fiat S.p.A. Board of Directors dated February
18, 2000.
The number of shares and their purchase price may vary, in accordance
with the provisions of Section 7 hereof, related to any changes in the
capital stock of Fiat duly authorized during the terms of the Options
2000 described herein.
2) GRANTEES : QUALIFICATIONS AND EXCLUSIONS
The Grantees of the Stock Options 2000 are those employees that, on
February 18, 2000, have the following qualifications:
- are an employee, on an indefinite time basis, of Fiat or of a
Subsidiary of Fiat;
- have the title of "Direttore";
- have completed all required probationary periods;
Employees meeting the above conditions will however be excluded from
Stock Options 2000 if he or she:
- has given or received notice of intent to terminate employment;
- is scheduled to leave the Fiat Group in 2000 and such termination of
employment has been agreed with his or her employer;
- has fulfilled the requirements to qualify for a mandatory age pension
("pensione di vecchiaia") or will fulfill such requirements before
February 18 ,2002. This specific provision shall not apply in those
countries where it is not allowed by law.;
- is not prevented from or limited in the exercise of the Options 2000 by
any laws, rules or regulations;
- is included in another stock option plan in the companies in which
they work.
Taking into consideration the requirements stated above, a listing of the
Subsidiaries and the Grantees meeting such requirements shall be prepared
and shall be certified by the Chairman and the Managing Director (CEO) of
Fiat.
3) GRANTING AND ACCEPTANCE OF THE OPTIONS 2000
The granting of the Options 2000 is effective when the Grantee receives
the individual document specifying the number of Options 2000 he or she
is granted.
The acceptance of the granting of the Options 2000 and of these terms and
conditions is effective when the copy of the above individual document is
executed by the Grantee as required and delivered to FIAT.
4) CRITERIA FOR THE GRANTING OF THE OPTIONS 2000
The number of Options 2000 offered to each individual Grantee will be
determined utilizing the following evaluation criteria related to ones
activity:
a) level of responsibility: this evaluation will be made employing the
instruments and methods used by the Companies of the Group for similar
purposes;
b) level of achievement of work results and implementation of the Values
and Policies of the Fiat Group. This evaluation will be performed on
the basis of both the criteria to determine the payout under the
variable compensation plan and of management performance over the past
three years .
The first criteria shall determine the placement of each Grantee within a
specific classification. Each classification shall have an average number
of Options 2000 available for Grant to each person within that
classiffication.
The second criteria shall determine the actual number of Options 2000
granted to the specific person with respect to the average number for
grant to that class.
5) OPTIONS 2000 AND THEIR RESTRICTIONS
The Options 2000 give each Grantee the right to purchase the number of
Shares indicated in the individual grant document at the price, terms and
conditions indicated in these Provisions.
The Options 2000 to be granted shall be an individual right of the
Grantee, and are not transferable in any manner and not available to the
Grantee until the date of exercise except as provided for in Section 6 c)
hereof, in case of death of the Grantee.
In consideration of the above non-availability, the Options 2000 do not
constitute income or a benefit and are not considered as direct or
indirect compensation for the work performed by the Grantee for Fiat or
for one of its Subsidiaries.
6) TIME PERIOD DURING WHICH THE OPTIONS 2000 SHALL BE EXERCISED
The Options 2000 may be exercised, in tranches determined by the Grantee,
commencing from February 18, 2001 to February 18, 2008. In the first four
years from February 18, 2001 the number of options exercised cannot
exceed, on a cumulative basis, 25% of the total number of Options 2000
granted.
Consequently the exercise of all options will be permitted only after
February 18, 2004.
The Options 2000 may be exercise at any time during the year except for
the following periods:
- between January 1 and the date on which the results of Fiat , even if
preliminary (dati preconsuntivi), for the preceding year are publicly
announced;
- between the Board of Directors meeting that approves the financial
statements of the preceding year and the date on which the results of
Fiat S.p.A. for the first half of the current year are publicly
announced.
Options 2000 not exercised before February 18, 2009 shall expire in all
respects and be of no further effect whatsoever.
Furthermore, before February 18, 2008:
a) the Options 2000 that have become exercisable but have not yet been
effectively exercised shall terminate for all purposes as follows:
- immediately upon the termination of the employment of the Grantee
for cause;
- in all other instances of termination of employment with the
Company or a Subsidiary, except for intra-group transfers, 30
(thirty) calendar days after the official date of termination,
irrespective of any notice period;
- in the instance of the employing company of the Grantee loosing its
status as a Subsidiary, 30 calendar days after such event.
b) the Options 2000 which have not yet become exercisable will terminate
for all purposes at the time of occurrence of any of the following
events:
- the employment of the Grantee is terminated for any reason
whatsoever except, however, for intra-group transfers;
- the employer company of the Grantee looses its status as
Subsidiary.
c) In case of death of the Grantee, the Options 2000 that have not yet
become exercisable shall terminate for all purposes effective on the
date of death.
The Options 2000 which, although exercisable have not yet been
exercised at the date of death shall be exercisable, as provided
herein but no later than February 18, 2008, as described above, by
those that are entitled to do so under the applicable inheritance
laws.
It shall however be required that persons claiming the above right
must establish it by providing the applicable and valid proof of
their right and evidence of appropriate probate or other testamentary
proceedings being opened and the date and place of death.
7) PRICE OF THE SHARES
The price at which the Shares shall be purchased, 30.63 Euro, is the
average official price on the Stock Exchange during the twenty daily
sessions preceding February 18, 2000 , the date of granting of the
Options 2000.
This price shall change only if the structure of the capital stock of
Fiat is modified. In such case the change in price will be determined by
applying to the price of the shares, calculated as above, the adjustment
factor determined by the AIAF (Italian Association of Financial Analysts)
or, if not available, by Borsa Italiana S.p.A.
In case of free stock distribution or bundling or stock splits of the
Fiat Shares, the price and number of the Shares purchasable under the
Options 2000 granted will vary proportionally.
8) EXERCISE OF THE OPTIONS 2000
Once the Plan has been put into effect, but in no event later than the
termination of the related right set forth in Section 6 hereof, the
Grantee may exercise, subject to provisions of section 6, in whole or in
part, the Options 2000 granted to him or to her. The Grantee shall carry
this into effect by communicating in writing to Fiat, on a specifically
designated form, the date on which he or she intends to exercise the
Options and assumes the obligation to pay the required amounts within the
dates indicated
9) AVAILABILITY OF THE SHARES
The Shares shall be made available to the Grantee in a share account
("Conto Titoli") in his or her name on the day the agreed payment for the
Shares is made.
The Grantee who has exercised his or her Option and purchased the Shares
may at any time request that such Shares be:
- sold, or
- transferred to any other financial intermediary ("Intermediario") of
his or her choice.
10) GOVERNING LAW AND JURISDICTION ON CONTROVERSIES
These Provisions, the granting and acceptance of the Options 2000, the
purchase of the Shares, and the related procedures and any related or
connected rights or obligations whatsoever shall be governed by and
interpreted under the laws of the Republic of Italy.
Any controversy of any kind or character related to or connected with the
contents of these Provisions shall be resolved under the exclusive
jurisdiction of the Courts of Torino, Italy.
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BOX 2
I hereby accept and agree with the contents and the terms and conditions
of the Provisions
THE GRANTEE
Signature ......................................................
I specifically approve and accept the contents of the Provisions of
Stock Options 2000 under articles 2) Grantees : qualifications and
exclusions ; 5) Options 2000 and their restrictions; 6) Terms, lapsing
and termination of Options 2000; 7) Changes in the number and in the
price of shares that may be purchased; 10) Governing law and
jurisdiction on controversies.
THE GRANTEE
Date ..................... Signature .................................
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EXHIBIT 4.2
Draft letter for plan for specifically designated managers
.............., 2000
Dear Mr/Mrs/Ms
On February 18, 2000 the Board of Directors of Fiat S.p.A. has adopted
a Stock Option Plan pursuant to which specific employees of Fiat S.p.A. and of
its subsidiaries, designated on an international basis, may be granted options
to purchase ordinary Fiat shares.
With this Plan the Fiat Group intends to pursue the following
objectives:
- involve Management in the results of Fiat;
- strengthen the retention of Management;
- develop, through a personal investment in Company shares, a culture
base on confidence in the growth of the value of the Company;
- promote within Management a greater identification within the
Group;
- give the Fiat Group a management tool the merits of which are
internationally recognized.
The results of the Management Review Process implemented by all
companies of the Fiat Group were used as a basis to identify the employees that
are granted the options.
We are pleased to notify you that you will participate in this Plan.
For such purpose you will find attached the individual document that grants
you the options, including the applicable Provisions.
We call your attention to the fact that your participation in the Plan is
subject to the return of the copy of the individual grant document, duly signed
for acceptance and agreement. It is to be returned to us through the Personnel
Department of the company where you work.
We are certain that you will appreciate this initiative.
Best regards.
Fiat S.p.A.
The Chairman The Chief Executive Officer
(Paolo Fresco) (Paolo Cantarella)
<PAGE>
..........., 2000
Individual form for granting of the Options
Grantee : ..........................................
On February 18,2000 the Board of Directors of Fiat S.p.A. adopted a resolution
granting certain specifically designated Managers of Fiat Group companies
options to purchase Fiat ordinary shares within February 18, 2008 ( Purchase
Options 2000).
In relation to said resolution we notify you that you will be granted:
--------------------------------------------------------------------------
N. ............Options 2000
--------------------------------------------------------------------------
These Purchase Options 2000 can be exercised within the periods and with
the terms and conditions included in the Provisions that are an integral
and substantive part of this form and are incorporated herein for
reference.
It is understood and agreed that any taxes or social contributions that
may result from the granting or holding of the Purchase Options 2000 or
from the subsequent purchase or sale of the shares are your exclusive
responsibility and shall be entirely borne by you, as per the applicable
Italian law.
The granting of said Options is subject to your accepting and completing
this form.
For this purpose you shall transmit to Fiat, through the Personnel
Department of the company at which you are employed, a copy of this form,
duly signed for acceptance and agreement:
a) in box 1 for the number of options granted to you, for the accuracy
of your personal data and for the authorization for us to utilize
such data in accordance with Italian privacy law;
b) in box 2 for the overall contents of the above mentioned Provisions
and specifically for certain terms and conditions.
----------------------------------------------------------------------------
BOX 1
First name .............................. Last name ......................
Employing company ......................................................
Country of residence .....................
Citizenship ..............................
Identification numb. (tax id / ss/health reg.) ...........................
Company address ...................................................
Residence Country ......................
City .................. Postal code .......
Street & no. ....................................
Place and date of birth .................................................
I hereby declare to accept the number of Purchase Options 2000 granted to
me and acknowledge the following facts:
- That Fiat S.p.A. is appointed as a "user" and guarantees that the above
personal data is collected and shall be utilized only for the purpose of
enacting the Provisions of Purchase Options 2000 included in this form.
- The data will be maintained by Fiat S.p.A. and be subject to manual or
data processing procedures, all in the respect of the law and in keeping
with best standards of security and confidentiality.
- It is not possible for Fiat S.p.A. to implement these Provisions for me
and grant me the Purchase Options 2000 without using the above data.
- Under Italian Law my privacy rights are protected by art. 13 0f Law
6754/96.
Date .................... Signature ..................................
----------------------------------------------------------------------------
<PAGE>
PROVISIONS OF THE " STOCK PURCHASE OPTIONS 2000" PLAN
FOREWORD
The following provisions cover the management of the February 2000 cycle
of the stock option plan (hereinafter called the Stock Purchase Options
2000) pursuant to which options (hereinafter called Purchase Options
2000) will be granted to purchase Fiat S.p.A. ordinary shares
(hereinafter called the Shares), to specifically identified Managers
(hereinafter called the Grantees) of Fiat S.p.A. (hereinafter called
Fiat) and of the subsidiaries of Fiat consolidated on a line by line
basis or, even if excluded from line by line consolidation under the
applicable law, certain other Fiat Group companies of particular
importance (hereinafter both called Subsidiaries).
The terms and conditions of these provisions must be considered in their
entirety and are therefore not applicable separately or individually to
the Grantees.
1) PURPOSE
The Stock Purchase Options 2000 provides for the granting of Purchase
Options 2000 to purchase Shares from treasury stock, at a price of Euro
30.63 per share, pursuant to the resolution of the Fiat S.p.A. Board of
Directors dated February 18 , 2000.
The number of shares and their purchase price may vary, in accordance
with the provisions of Section 7 hereof, related to any changes in the
capital stock of Fiat duly authorized during the terms of the Purchase
Options 2000 described herein.
2) GRANTEES
The Grantees of the Purchase Options 2000 are those employees that, on
February 18 , 1999, have the following qualifications:
- are an employee, on an indefinite time basis, of Fiat or of a
Subsidiary of Fiat or have received an irrevocable job offer that is
positively concluded prior to June 30, 2000;
- are part of the list approved by the Board of Directors that includes
individual employees of particular interest for the Group and for which
stronger retention is needed.
A listing of the Grantees meeting such requirements shall be prepared and
shall be certified by the Chairman and by the Managing Director (CEO) of
Fiat.
3) GRANTING AND ACCEPTANCE OF THE PURCHASE OPTIONS 2000
The granting of the Purchase Options 2000 is effective when the Grantee
receives the individual document specifying the number of Purchase
Options 2000 he or she is granted.
The acceptance of the granting of the Purchase Options 2000 and of these
terms and conditions is effective when the copy of the above individual
document is executed by the Grantee and delivered to FIAT.
4) CRITERIA FOR THE GRANTING OF THE PURCHASE OPTIONS 2000
The number of Purchase Options 2000 granted to each assignee is decided
by the Board of Directors of Fiat S.p.A. and is equal for all grantees.
5) PURCHASE OPTIONS 2000 AND THEIR RESTRICTIONS
The Purchase Options 2000 give each Grantee the right to purchase the
number of Shares indicated in the individual grant document at the price,
terms and conditions indicated in these Provisions.
The Purchase Options 2000 to be granted shall be an individual right of
the Grantee, and are not transferable in any manner and not available to
the Grantee until the date of exercise except as provided for in Section
6 c) hereof, in case of death of the Grantee.
In consideration of the above non-availability, the Purchase Options 2000
do not constitute income or a benefit and are not considered as direct or
indirect compensation for the work performed by the Grantee for Fiat or
for one of its Subsidiaries.
6) TIME PERIOD DURING WHICH THE PURCHASE OPTIONS 2000 SHALL BE EXERCISED
The Purchase Options 2000 may be exercised, in tranches determined by the
Grantee, commencing from February 18, 2001 to February 18, 2008. In the
first four years from February 18, 2001 the number of options exercised
cannot exceed, on a cumulative basis, 25% of the total number of Purchase
Options 2000 granted.
Consequently the exercise of all options will be permitted only after
February 18, 2004.
The Purchase Options 2000 may be exercised at any time during the year
except for the following periods:
- between January 1 of each year and the date on which the results of
Fiat, even if preliminary (dati preconsuntivi), for the preceding year
are publicly announced;
- between the Board of Directors meeting that approves the financial
statements of the preceding year and the date on which the results of
Fiat for the first half of the current year are publicly announced.
Purchase Options 2000 not exercised before February 18, 2008 shall expire
in all respects and be of no further effect whatsoever.
Furthermore, before February 18, 2008:
a) the Purchase Options 2000 that have become exercisable but have not
yet been effectively exercised shall terminate for all purposes as
follows:
- immediately upon the termination of the employment of the Grantee
for cause;
- in all other instances of termination of employment with the Fiat
or a Subsidiary, except for intra-group transfers, 30 (thirty)
calendar days after the official date of termination, irrespective
of any notice period;
- in the instance of the employing company of the Grantee loosing its
status as a Subsidiary, 30 calendar days after such event.
b) the Options 2000 which have not yet become exercisable will terminate
for all purposes at the time of occurrence of any of the following
events:
- the employment of the Grantee is terminated for any reason
whatsoever except, however, for intra-group transfers;
- the employer company of the Grantee looses its status as
Subsidiary.
c) In case of death of the Grantee, the Purchase Options 2000 that have
not yet become exercisable shall terminate for all purposes effective
on the date of death.
The Purchase Options 2000 which, although exercisable have not yet
been exercised at the date of death shall be exercisable, as provided
herein but no later than Februar 18 2008, as described above, by
those that are entitled to do so under the applicable inheritance
laws.
It shall however be required that persons claiming the above right
must establish it by providing the applicable and valid proof of
their right and evidence of appropriate probate or other testamentary
proceedings being opened and the date and place of death.
7) PRICE OF THE SHARES
The price at which the Shares shall be purchased, 30.63 Euro, is the
average official price on the Stock Exchange during the twenty daily
sessions preceding February 18, 2000, the date of granting of the
Purchase Options 2000.
This price shall change only if the structure of the capital stock of the
Fiat is modified. In such case the change in price will be determined by
applying to the price of the shares calculated as above the adjustment
factor determined by the AIAF (Italian Association of Financial Analysts)
or, if not available, by Borsa Italiana S.p.A.
In case of free stock distribution or bundling or stock splits of the
Fiat Shares, the price and number of the Shares purchasable under the
Purchase Options 2000 granted will vary proportionally
8) EXERCISE OF THE PURCHASE OPTIONS 2000
Once this Plan has been put into effect, but in no event later than the
termination of the related right set forth in Section 6 hereof, the
Grantee may exercise, subject to provisions of section 6, in whole or in
part, the Purchase Options 2000 granted to him or to her. The Grantee
shall carry this into effect by communicating in writing to Fiat, on a
specifically designated form, the date on which he or she intends to
exercise the Options and assumes the obligation to pay the required
amounts within the dates indicated
9) AVAILABILITY OF THE SHARES
The Shares shall be made available to the Grantee in a share account
("Conto Titoli") in his or her name on the day the agreed payment for the
Shares is made.
The Grantee who has exercised his or her Options and purchased the Shares
may at any time request that such Shares be:
- sold, or
- transferred to any other financial intermediary ("Intermediario") of
his or her choice.
10) GOVERNING LAW AND JURISDICTION ON CONTROVERSIES
These Provisions, the granting and acceptance of the Purchase Options
2000, the purchase of the Shares, and the related procedures and any
related or connected rights or obligations whatsoever shall be governed
by and interpreted under the laws of the Republic of Italy.
Any controversy of any kind or character related to or connected with the
contents of these Provisions shall be resolved under the exclusive
jurisdiction of the Courts of Torino, Italy.
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BOX 2
I hereby accept and agree with the contents and the terms and conditions
of the Provisions
THE GRANTEE
Signature .........................................................
I specifically approve and accept the contents of the Provisions of
Stock Purchase Options 2000 under articles 2) Grantees ; 5) Purchase
Options 2000 and their restrictions; 6) Terms, lapsing and termination
of Purchase Options 2000; 7) Changes in the number and in the price of
shares that may be purchased; 10) Governing law and jurisdiction on
controversies.
THE GRANTEE
Date ..................... Signature .................................
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EXHIBIT 5.1
[LETTERHEAD OF GRANDE STEVENS-PEDERSOLI]
Torino, March 23, 2000
Spettabile FIAT p.a.
Via Nizza 250
10126 - TORINO
Ladies and Gentlemen,
I have acted as Italian counsel for FIAT S.p.A. (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
2,756,000 shares of common stock, par value 5 (the "Shares"), of the Company to
be issued and sold by the Company upon the exercise of stock options granted to
certain employees of the Company and certain of its subsidiaries (the
"Options").
At your request, this opinion is being furnished to you for filing as
Exhibit 5.1 to the Registration Statement.
In my capacity as your counsel in the connection referred to above, I have
examined such documents and certificates as I have deemed appropriate as a basis
for the opinions hereinafter expressed. I have assumed the authenticity and
completeness of all records, certificates and other instruments submitted to me
as originals, the conformity to original documents of all records, certificates
and other instruments submitted to me as copies, the authenticity and
completeness of the originals of those records, certificates and other
instruments submitted to me as copies and the correctness of all statements of
fact contained in all records, certificates and other instruments that I have
examined.
Based on the foregoing, and having regard for such legal considerations as
I have deemed relevant, I am of the opinion that:
i) the Company is a Societa per azioni duly organized and validly
existing under the laws of Italy: and
ii) the Shares are duly authorized and, when issued and sold in accordance
with the terms of the Options, will be validly issued, fully paid and
non-assessable.
The foregoing opinion is limited to the laws of the Republic of Italy and
is given on the basis that it will be governed by and costrued in accordance
with such law and I am expressing no opinion as to the effect of the laws of any
other jurisdiction.
I hereby consent to the fling of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
(Avv. Franzo Grande Stevens)
/s/ Franzo Grande Stevens
EXHIBIT 23.1
[LETTERHEAD OF PRICE WATERHOUSECOOPERS S.p.A.]
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 for 2,756,000 shares of Common Stock, (par value 5 euro)
pertaining to the Stock Option Plan of Fiat S.p.A., and certain of its
subsidiaries, of our report dated 28 May 1999 with respect to the consolidated
financial statements of Fiat S.p.A., which appears on pages F1 to F2 of the
Annual Report on form 20-F for the year ended December 31, 1998.
PRICE WATERHOUSECOOPERS S.p.A.
/s/ Sergio Duca
-----------------------
Sergio Duca
Turin, March 21, 2000
