As filed with the Securities and Exchange Commission on November 19, 2004.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENERAL MOTORS CORPORATION
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(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 38-0572515
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Renaissance Center,
Detroit, Michigan 48265-3000
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(Address of Principal Executive Offices) (Zip Code)
THE GMAC MORTGAGE GROUP DEFERRED COMPENSATION PLAN
FOR EXECUTIVE EMPLOYEES
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(Full title of the plan)
PETER R. BIBLE, CHIEF ACCOUNTING OFFICER
General Motors Corporation
300 Renaissance Center, Detroit, Michigan 48265-3000
(313) 556-5000
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(Name, address and telephone number, including area code,
of agent for service)
GENERAL MOTORS
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregated Amount of
securities To be Price per Offering Registration
To be registered Registered Share* Price* Fee
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Deferred
Compensation
Obligations $20,000,000 100% $20,000,000 $2,534.00
Interests in the GMAC
Mortgage Group
Deferred Compensation Plan
For Executive Employees**
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* Estimated solely for the purpose of determining the registration fee.
** In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in this
registration statement:
(a)(1) The Annual Report on Form 10-K for the year-ended December 31,
2003, (hereinafter referred to as the "2003 Form 10-K") filed by General Motors
Corporation (hereinafter sometimes referred to as "General Motors" or the
"Corporation") pursuant to Section 13(a) or 15 (d) of the Securities Exchange
Act of 1934, (hereinafter referred to as the "1934 Act") with the Securities and
Exchange Commission (hereinafter referred to as the "Commission");
(b)(1) The Quarterly Reports on Form 10-Q for the quarters ended March
31, 2004, June 30, 2004, and September 30, 2004 filed by the Corporation
pursuant to Section 13(a) or 15(d) of the 1934 Act; and (2) The Current Reports
on Form 8-K filed January 5, 2004, January 8, 2004*, January 20, 2004*(2),
February 3, 2004, February 4, 2004, March 2, 2004, March 30, 2004*, April 1,
2004, April 20, 2004*(2), April 30, 2004, May 4, 2004, May 20, 2004, June 2,
2004, June 15, 2004*, June 16, 2004* (amendment), July 1, 2004, July 21,
2004*(2), August 3, 2004, September 1, 2004, October 1, 2004, October 5, 2004,
October 6, 2004 (amendment), October 14, 2004(2*)(2), October 18, 2004, October
26, 2004, November 3, 2004, November 5, 2004, November 10, 2004(2), and November
17, 2004 were filed by the Corporation pursuant to Section 13(a) or 15(d) of the
1934 Act; and
(c) the description of General Motors common stock, $1-2/3 par value
(hereinafter referred to as "$1-2/3 par value common stock"), contained in
Article Fourth of the General Motors Corporation Restated Certificate of
Incorporation filed March 1, 2004 as Exhibit 3 filed pursuant to Section 13(a)
or 15(d) of the 1934 Act.
All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
thereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
The legality of the $1-2/3 par value common stock offered hereby has
been passed upon by Martin I. Darvick, Attorney, Legal Staff of the Corporation.
Mr. Darvick owns shares of $1-2/3 par value common stock and has options to
purchase additional shares of $1-2/3 par value common stock.
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* This asterisk indicates Reports submitted to the Securities and Exchange
Commission which include information "furnished" pursuant to Items 9 or 12
(prior to August 23, 2004), or Items 2.02 or 7.01 (after August 22, 2004) of
Form 8-K, which pursuant to General Instruction B of Form 8-K is not deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934.
The information furnished pursuant to Items 2.02 or 7.01 in such reports is not
subject to the liabilities of Section 18 of the Securities Exchange Act of 1934,
is not incorporated into this Report on Form S-8 and GM does not intend to
incorporate these reports by reference into any filing under the Securities Act
or the Exchange Act.
II-1
PART II (continued)
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware Corporation Law, the Corporation is
empowered to indemnify its directors and officers in the circumstances therein
provided.
The Corporation's Restated Certificate of Incorporation, provides that
no director shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174, or any successor provision thereto, of the Delaware Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
Under Article Fifth of its By-Laws, the Corporation shall indemnify and
advance expenses to every director and officer (and to such person's heirs,
executors, administrators or other legal representatives) in the manner and to
the full extent permitted by applicable law as it presently exists, or may
hereafter be amended, against any and all amounts (including judgments, fines,
payments in settlement, attorneys' fees and other expenses) reasonably incurred
by or on behalf of such person in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative ("a proceeding"), in which such director or officer was or is
made or is threatened to be made a party or is otherwise involved by reason of
the fact that such person is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee, fiduciary, or member of any other corporation, partnership, joint
venture, trust, organization, or other enterprise. The Corporation shall not be
required to indemnify a person in connection with a proceeding initiated by such
person if the proceeding was not authorized by the Board of Directors of the
Corporation. The Corporation shall pay the expenses of directors and officers
incurred in defending any proceeding in advance of its final disposition
("advancement of expenses"); provided, however, that the payment of expenses
incurred by a director or officer in advance of the final disposition of the
proceeding shall be made only upon receipt of an undertaking by the director or
officer to repay all amounts advanced if it should be ultimately determined that
the director or officer is not entitled to be indemnified under Article Fifth of
the By-Laws or otherwise. If a claim for indemnification or advancement of
expenses by an officer or director under Article Fifth of the By-Laws is not
paid in full within ninety days after a written claim therefor has been received
by the Corporation, the claimant may file suit to recover the unpaid amount of
such claim and, if successful in whole or in part, shall be entitled to be paid
the expense of prosecuting such claim. In any such action the Corporation shall
have the burden of proving that the claimant was not entitled to the requested
indemnification or advancement of expenses under applicable law. The rights
conferred on any person by Article Fifth of the By-Laws shall not be exclusive
of any other rights which such person may have or hereafter acquire under any
statute, provision of the Corporation's Restated Certificate of Incorporation or
By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise.
The Corporation is insured against liabilities which it may incur by
reason of Article Fifth of its By-Laws. In addition, directors and officers are
insured, at the Corporation's expense, against some liabilities which might
arise out of their employment and not be subject to indemnification under
Article Fifth of the By-Laws.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), is permitted to directors and officers of
the Corporation pursuant to the abovementioned provisions, or otherwise, the
Corporation has been informed that in the opinion of the Commission such
indemnification is against public policy, as expressed in said Act, and is
therefore unenforceable.
Pursuant to a resolution adopted by the Board of Directors on December
1, 1975, the Corporation to the fullest extent permissible under law will
indemnify, and has purchased insurance on behalf of, directors or officers of
the Corporation, or any of them, who incur or are threatened with personal
liability, including expenses, under the Employee Retirement Income Security Act
of 1974, as amended, or any amendatory or comparable legislation or regulation
thereunder.
II-2
PART II (concluded)
Item 8. Exhibits.
Exhibit Number Page No.
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(4)(a) General Motors Corporation Restated Certificate
of Incorporation, restated and filed March 1, 2004,
included at Exhibit 3.i of Annual Report on Form 10-K
for the year ended December 31, 2003, filed on
March 11, 2004 N/A
(4)(b) By-Laws of General Motors Corporation, as amended
February 29, 2004, included at Exhibit 3.ii of
Annual Report on Form 10-K for the year ended
December 31, 2003, filed on March 11, 2004 N/A
(5)(a) Opinion and consent of Martin I. Darvick, Attorney,
Legal Staff of General Motors, in respect of the
legality of the securities to be registered hereunder II-8
(b) The registrant undertakes that it will submit or has
submitted the Plan and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the
IRS in order to qualify the Plan N/A
(23)(a) Consent of Independent Registered Public Accounting
Firm - Deloitte & Touche LLP II-9
(b) Consent of Martin I. Darvick, Attorney, Legal Staff
of General Motors, included in Exhibit 5(a) above N/A
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes: (1) to file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; (2) that,
for the purpose of determining any liability under the Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) of the 1934 Act and each filing of the Plan's
annual report pursuant to Section 15(d) of the 1934 Act that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Detroit, State of Michigan, on October 5, 2004.
GENERAL MOTORS CORPORATION
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(Registrant)
By: /s/G. RICHARD WAGONER, JR.
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G. Richard Wagoner, Jr.
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on this 5th day of October 2004 by the following
persons on behalf of the Registrant and in the capacities indicated.
Signature Title
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/s/G. RICHARD WAGONER, JR. Chairman and Chief Executive Officer
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(G. Richard Wagoner, Jr.)
/s/JOHN M. DEVINE Vice Chairman and
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(John M. Devine) Chief Financial Officer
/s/WALTER G. BORST Treasurer
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(Walter G. Borst)
/s/PAUL W. SCHMIDT Controller
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(Paul W. Schmidt)
/s/PETER R. BIBLE Chief Accounting Officer
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(Peter R. Bible)
II-4
SIGNATURES - concluded
Signature Title
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/s/PERCY BARNEVIK Director
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(Percy Barnevik)
/s/JOHN H. BRYAN Director
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(John H. Bryan)
/s/ARMANDO M. CODINA Director
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(Armando Codina)
/s/GEORGE M.C. FISHER Director
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(George M.C. Fisher)
/s/KAREN KATEN Director
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(Karen Katen)
/s/KENT KRESA Director
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(Kent Kresa)
/s/ELLEN J. KULLMAN Director
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(Ellen J. Kullman)
/s/ALAN G. LAFLEY Director
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(Alan G. Lafley)
/s/PHILIP A. LASKAWY Director
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(Philip A. Laskawy)
/s/E. STANLEY O'NEAL Director
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(E. Stanley O'Neal)
/s/ECKHARD PFEIFFER Director
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(Eckhard Pfeiffer)
II-5
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Detroit,
State of Michigan, on October 5, 2004.
THE GMAC MORTGAGE GROUP
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DEFERRED COMPENSATION PLAN
FOR EXECUTIVE EMPLOYEES
(Plan)
By /s/DAVID C. WALKER
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(David C. Walker,
Chief Financial Officer -
Mortgage Group)
II-6