<PAGE>
As filed with the Securities and Exchange Commission on May 31, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
Case Corporation
(Exact name of issuer as specified in its charter)
Issuer: Delaware Issuer: 76-0433811
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
700 State Street, Racine, Wisconsin 53404
(Address of Principal Executive Offices)
Case Corporation Equity Incentive Plan
(Full title of the Plan)
RICHARD S. BRENNAN
General Counsel and Secretary
Case Corporation
700 State Street
Racine, Wisconsin 53404
(Name and address of agent for service)
Telephone: (414) 636-6011
(Telephone number, including area code, of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
maximum maximum
Title of securities Amount to be offering aggregate Amount of
to be registered registered price per offering Registration
share* price* fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock of
Case Corporation,
par value $0.01 per
share 2,500,000 shares $50.75 $126,875,000 $43,750
===============================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 and is based upon the average of the high and low
prices of the Common Stock as quoted for May 29, 1996 in The Wall Street
Journal.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Case Corporation ("Case" or the "Company") is registering securities of the
same class as other securities for which a registration statement filed on Form
S-8 relating to the Case Corporation Equity Incentive Plan is effective and the
contents of that registration statement (File No. 33-93298) are incorporated in
this registration statement by reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock to which this Registration Statement
applies has been passed upon by Kevin J. Hallagan, the Associate General
Counsel and Assistant Secretary of Case Corporation. Case Corporation has been
advised by Kevin J. Hallagan that at May 15, 1996, he owned 1,156 shares of
Case Common Stock and options to purchase 15,000 shares of Case Common Stock.
Item 6. Indemnification of Directors and Officers.
The contents of the registration statement previously filed for the Case
Corporation Equity Incentive Plan (File No. 33-93298) are incorporated in this
registration statement by reference.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Please refer to the Index to Exhibits attached hereto.
Item 9. Undertakings.
The contents of the registration statement previously filed for the Case
Corporation Equity Incentive Plan (File No. 33-93298) are incorporated in this
registration statement by reference.
<PAGE>
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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Racine, State of Wisconsin, on May 31, 1996.
CASE CORPORATION
By: /s/ THEODORE R. FRENCH
----------------------------------
Theodore R. French
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------- ------------------------------ ------------
<S> <C> <C>
/s/ JEAN-PIERRE ROSSO* Chairman, President, Chief May 31, 1996
- --------------------------- Executive Officer and
Jean-Pierre Rosso Director (Principal Executive
Officer)
/s/ THEODORE R. FRENCH Senior Vice President and May 31, 1996
- --------------------------- Chief Financial Officer
Theodore R. French (Principal Financial and
Accounting Officer)
/s/ MARK ANDREWS* Director May 31, 1996
- ---------------------------
Mark Andrews
/s/ JEFFERY T. GRADE* Director May 31, 1996
- ---------------------------
Jeffery T. Grade
/s/ KATHERINE M. HUDSON* Director May 31, 1996
- ---------------------------
Katherine M. Hudson
/s/ DANA G. MEAD* Director May 31, 1996
- ---------------------------
Dana G. Mead
/s/ GERALD ROSENFELD* Director May 31, 1996
- ---------------------------
Gerald Rosenfeld
/s/ THEODORE TETZLAFF* Director May 31, 1996
- ---------------------------
Theodore R. Tetzlaff
/s/ THOMAS N. URBAN* Director May 31, 1996
- ---------------------------
Thomas N. Urban
*By:/s/ KEVIN J. HALLAGAN
---------------------
Kevin J. Hallagan
Attorney-in-fact
</TABLE>
<PAGE>
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Exhibits
to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
CASE CORPORATION
================================================================================
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
- ------ -----------------------
<S> <C>
4(a)(1) Certificate of Incorporation of Case Equipment Corporation
(Exhibit 3(a)(1) to Amendment No. 4 to Registration Statement
No. 33-78148). *
4(a)(2) Certificate of Amendment to Certificate of Incorporation of Case
Equipment Corporation (Exhibit 3(a)(4) to Registration Statement
No. 33-82158). *
4(b) By-Laws of Case Equipment Corporation as amended and restated on
June 15, 1994 (Exhibit 3(b) to Amendment No. 4 to Registration
Statement No. 33-78148). *
5 Opinion and consent of Kevin J. Hallagan, Associate General Counsel
and Assistant Secretary of Case Corporation.
23(a) Consent of Arthur Andersen LLP.
23(b) The consent of Kevin J. Hallagan is contained in the opinion filed
as Exhibit 5 to the Registration Statement.
24 Powers of Attorney.
</TABLE>
____________________
* Exhibit incorporated by reference.
<PAGE>
Exhibit 5
<PAGE>
[Case Letterhead]
KEVIN J. HALLAGAN
ASSOCIATE GENERAL COUNSEL
AND ASSISTANT SECRETARY
May 31, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Case Corporation
Registration Statement on Form S-8 pertaining to
Equity Incentive Plan
Ladies and Gentlemen:
I am Associate General Counsel and Assistant Secretary of Case Corporation, a
Delaware corporation (the "Company"), and I am familiar with the corporate
proceedings taken and to be taken in connection with the registration under the
Securities Act of 1933, as amended, of an additional 2,500,000 shares of Common
Stock, $.01 par value per share ("Common Stock"), of the Company available for
issuance under the Company's Equity Incentive Plan (the "Plan").
I have examined and am familiar with the Certificate of Incorporation and the
By-laws of the Company and with the Plan. I have also examined such other
documents, records and certificates of the Company as I consider necessary for
the purpose of this opinion.
Based on the foregoing, I am of the opinion that:
1. The Company has been duly organized and is validly existing
as a corporation under the laws of the State of Delaware.
2. The shares of Common Stock to be issued pursuant to the Plan have been
duly authorized and will, upon due issuance thereof, be validly issued,
fully paid and non-assessable (except with respect to debts owing to
employees of the Company for services performed (not exceeding six months'
service in any one case), as provided in Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law and as such section may be interpreted
by a court of law).
<PAGE>
Securities and Exchange Commission
May 31, 1996
Page 2
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement being filed in connection with the above-mentioned
registration.
Sincerely,
/s/ KEVIN J. HALLAGAN
Kevin J. Hallagan
KJH:me
<PAGE>
Exhibit 23(a)
<PAGE>
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated January 25,
1996 [(except with respect to the matters discussed in Note 20, as to which the
date is February 16, 1996)] included in Case Corporation's Form 10-K for the
year ended December 31, 1995 and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
May 28, 1996
<PAGE>
Exhibit 24
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION EQUITY INCENTIVE PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
2,500,000 shares of Common Stock, par value $0.01 per share, of Case
Corporation, to be sold pursuant to the Case Corporation Equity Incentive Plan,
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of such
attorneys shall have the power to act hereunder with or without the other of
such attorneys and shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and each
of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May 1996.
/s/ MARK ANDREWS
----------------------------------
Mark Andrews
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION EQUITY INCENTIVE PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
2,500,000 shares of Common Stock, par value $0.01 per share, of Case
Corporation, to be sold pursuant to the Case Corporation Equity Incentive Plan,
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of such
attorneys shall have the power to act hereunder with or without the other of
such attorneys and shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and each
of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May 1996.
/s/ DANA G. MEAD
-------------------------------------
Dana G. Mead
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION EQUITY INCENTIVE PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
2,500,000 shares of Common Stock, par value $0.01 per share, of Case
Corporation, to be sold pursuant to the Case Corporation Equity Incentive Plan,
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of such
attorneys shall have the power to act hereunder with or without the other of
such attorneys and shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and each
of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May 1996.
/s/ KATHERINE M. HUDSON
-------------------------------
Katherine M. Hudson
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION EQUITY INCENTIVE PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
2,500,000 shares of Common Stock, par value $0.01 per share, of Case
Corporation, to be sold pursuant to the Case Corporation Equity Incentive Plan,
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of such
attorneys shall have the power to act hereunder with or without the other of
such attorneys and shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and each
of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May 1996.
/s/ GERALD ROSENFELD
--------------------------------
Gerald Rosenfeld
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION EQUITY INCENTIVE PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
2,500,000 shares of Common Stock, par value $0.01 per share, of Case
Corporation, to be sold pursuant to the Case Corporation Equity Incentive Plan,
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of such
attorneys shall have the power to act hereunder with or without the other of
such attorneys and shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and each
of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May 1996.
/s/ JEAN-PIERRE ROSSO
----------------------------------
Jean-Pierre Rosso
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION EQUITY INCENTIVE PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
2,500,000 shares of Common Stock, par value $0.01 per share, of Case
Corporation, to be sold pursuant to the Case Corporation Equity Incentive Plan,
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of such
attorneys shall have the power to act hereunder with or without the other of
such attorneys and shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and each
of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May 1996.
/s/ THEODORE R. TETZLAFF
-------------------------------
Theodore R. Tetzlaff
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION EQUITY INCENTIVE PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
2,500,000 shares of Common Stock, par value $0.01 per share, of Case
Corporation, to be sold pursuant to the Case Corporation Equity Incentive Plan,
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of such
attorneys shall have the power to act hereunder with or without the other of
such attorneys and shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and each
of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May 1996.
/s/ JEFFERY T. GRADE
---------------------------------
Jeffery T. Grade
<PAGE>
CASE CORPORATION
POWER OF ATTORNEY
CASE CORPORATION EQUITY INCENTIVE PLAN
The undersigned, in his capacity as a Director of Case Corporation, does
hereby appoint Richard S. Brennan, Kevin J. Hallagan and Theodore R. French,
and each of them, severally, his true and lawful attorneys, or attorney, to
execute in his name, place and stead, in his capacity as a Director of said
Company, a Registration Statement on Form S-8 for the registration of up to
2,500,000 shares of Common Stock, par value $0.01 per share, of Case
Corporation, to be sold pursuant to the Case Corporation Equity Incentive Plan,
and any and all amendments and post-effective amendments to said Registration
Statement, and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of such
attorneys shall have the power to act hereunder with or without the other of
such attorneys and shall have full power and authority to do and perform, in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and each
of them.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument this
31st day of May 1996.
/s/ THOMAS N. URBAN
--------------------------------
Thomas N. Urban
