FORM S-8
Registration Statement No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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38-0549190 |
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.) |
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One American Road, Dearborn, Michigan
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48126-1899 |
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(Address of Principal Executive Offices)
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(Zip Code) |
FORD MOTOR COMPANY 2008 LONG-TERM INCENTIVE PLAN
(Full Title of Plan)
The Corporation Trust Company
30600 Telegraph Road
Bingham Farms, Michigan 48025
(248) 646-9033
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed maximum |
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Amount of |
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Title of securities |
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Amount to be |
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maximum offering |
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aggregate offering |
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registration fee |
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to be registered |
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registered (a) |
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price per share (b) |
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price (c) |
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(d) |
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Common Stock, $.01 par value |
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110,000,000 shares |
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$1.90 |
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$209,000,000.00 |
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$8,213.70 |
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(a) |
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The number of shares being registered includes shares of Common Stock
of the Company to be offered or sold to participants pursuant to the
Ford Motor Company 2008 Long-Term Incentive Plan, including but not
limited to stock awards, stock options, stock appreciation rights, and
other stock-based awards. |
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(b) |
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Based on the market price of Common Stock of the Company on February
24, 2009, in accordance with Rule 457(c) under the Securities Act of
1933, as amended. |
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(c) |
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This amount is the assumed aggregate offering price of 110,000,000
shares of Common Stock being registered, based on the market price of
the Common Stock of the Company on February 24, 2009, in accordance
with Rule 457(c) under the Securities Act of 1933, as amended. |
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(d) |
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The amount is based on the proposed maximum aggregate offering price
of $209,000,000.00. See note (c). |
Exhibit Index begins on page 8.
TABLE OF CONTENTS
FORD MOTOR COMPANY 2008 LONG-TERM INCENTIVE PLAN
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Ford Motor Company (Ford or the Company) hereby incorporates into this Registration
Statement the following documents filed by the Company with the Securities and Exchange Commission:
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(a) |
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The Companys Annual Report on Form 10-K for the year ended December 31, 2008. |
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(b) |
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The Companys Current Reports on Form 8-K filed January 5,
2009, January 16, 2009, January 29, 2009, and February 3, 2009. |
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(c) |
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The description of Fords Common Stock contained in Registration Statement No.
333-38352 filed by Ford under the Securities Act of 1933, as amended. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, 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 the
Registration Statement and to be a part hereof from the date of filing such documents.
Item 5. Interests of Named Experts and Counsel.
The Companys Secretary and Associate General Counsel, Peter J. Sherry, Jr., has passed on the
validity of the shares of Ford common stock to be issued under the plan identified above. Mr.
Sherry beneficially owns shares of and has options to purchase additional shares of Ford common
stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation law of Delaware provides as follows:
§145. Indemnification of officers, directors, employees and agents; insurance.
(a) A corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party 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 the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe the
persons conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which the person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the persons conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by reason
of the fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another
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corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person acted in
good faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this section, or in defense of any
claim, issue or matter therein, such person shall be indemnified against expenses
(including attorneys fees) actually and reasonably incurred by such person in
connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section (unless
ordered by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the present or former director,
officer, employee or agent is proper in the circumstances because the person has met
the applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made, with respect to a person who is a director
or officer at the time of such determination, (1) by a majority vote of the directors
who are not parties to such action, suit or proceeding, even though less than a quorum,
or (2) by a committee of such directors designated by majority vote of such directors,
even though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4) by the
stockholders.
(e) Expenses (including attorneys fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys fees) incurred by former directors and
officers or other employees and agents may be so paid upon such terms and conditions,
if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such persons official capacity and as to action in
another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person in any
such capacity, or arising out of such
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persons status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.
(h) For purposes of this section, references to the corporation shall include,
in addition to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the resulting or
surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to other enterprises shall include
employee benefit plans; references to fines shall include any excise taxes assessed
on a person with respect to any employee benefit plan; and references to serving at
the request of the corporation shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a manner
such person reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a manner
not opposed to the best interests of the corporation as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought under this
section or under any bylaw, agreement, vote of stockholders or disinterested directors,
or otherwise. The Court of Chancery may summarily determine a corporations obligation
to advance expenses (including attorneys fees).
8 Del. C. §145.
In accordance with the Delaware Law, the Restated Certificate of Incorporation of Ford
contains a provision to limit the personal liability of the directors of Ford for violations of
their fiduciary duty. This provision eliminates each directors liability to Ford or its
stockholders for monetary damages except (i) for any breach of the directors duty of loyalty to
Ford 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 of the Delaware Law providing for
liability of directors for unlawful payment of dividends or unlawful stock purchases or
redemptions, or (iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of directors for
monetary damages for actions involving a breach of their fiduciary duty of care, including any such
actions involving gross negligence.
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Pursuant to most of Fords employee benefit plans, including, without limitation, its Deferred
Compensation Plan, Annual Incentive Compensation Plan, Savings and Stock Investment Plan for
Salaried Employees, Tax-Efficient Savings Plan for Hourly Employees, long-term incentive plans, and
stock option plans, the Company indemnifies directors, officers and employees of Ford against all
loss, cost, liability or expense resulting from any claim, action, suit or proceeding in which such
persons are involved by reason of any action taken or failure to act under such plans except as
provided in the immediately preceding paragraph.
Ford is insured for liabilities it may incur pursuant to its Restated Certificate of
Incorporation relating to the indemnification of its directors, officers and employees. In
addition, directors, officers and certain key employees are insured against certain losses which
may arise out of their employment and which are not recoverable under the indemnification
provisions of Fords Restated Certificate of Incorporation.
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Item 8. Exhibits.
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Exhibit Number |
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Exhibit Description |
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Exhibit 4.1
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Ford Motor Company 2008 Long-Term Incentive Plan, effective
as of March 1, 2008. Filed as Exhibit 4.1 to Registration
Statement No. 333-149456 and incorporated herein by
reference. |
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Exhibit 5.1
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Opinion of Peter J. Sherry, Jr., Secretary and Associate
General Counsel of Ford Motor Company, with respect to the
legality of the securities being registered hereunder.
Filed with this Registration Statement. |
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Exhibit 23
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Consent of Independent Registered Public Accounting Firm.
Filed with this Registration Statement. |
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Exhibit 24.1
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Powers of Attorney authorizing signature. Filed with this
Registration Statement. |
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Exhibit 24.2
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Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed with this
Registration Statement. |
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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 Securities Act of 1933, as
amended, 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 hereof.
(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 Securities Act of 1933, as amended, each filing of the registrants annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (and, where
applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934, as amended) 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as
amended, 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 Securities and Exchange 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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Dearborn, State of
Michigan, on this 27th day of February, 2009.
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FORD MOTOR COMPANY |
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By:
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Alan Mulally* |
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(Alan Mulally)
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Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement
has been signed by the following persons in the capacities and on the date indicated.
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Signature |
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Title |
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Date |
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William Clay Ford, Jr.*
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Director, Chairman of the Board,
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February 27, 2009 |
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Executive
Chairman, Chair of the
Office of the Chairman and Chief
Executive Committee, and Chair
of the Finance Committee |
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Alan Mulally*
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Director, President, and Chief
Executive Officer
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February 27, 2009 |
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(principal executive officer) |
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Stephen G. Butler*
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Director and Chair of the Audit
Committee
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February 27, 2009 |
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Kimberly A. Casiano*
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Director
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February 27, 2009 |
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Edsel B. Ford II*
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Director
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February 27, 2009 |
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Irvine O. Hockaday, Jr.*
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Director
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February 27, 2009 |
(Irvine O. Hockaday, Jr.)
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Richard A Manoogian*
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Director and Chair of the
Compensation Committee
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February 27, 2009 |
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Ellen R. Marram*
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Director and Chair of the Nominating
and Governance
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February 27, 2009 |
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Committee |
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Homer A. Neal*
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Director and Chair of the Sustainability
Committee
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February 27, 2009 |
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Gerald L. Shaheen*
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Director
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February 27, 2009 |
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John L. Thornton*
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Director
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February 27, 2009 |
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Peter J. Daniel*
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Senior Vice President and
Controller
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February 27, 2009 |
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(principal
accounting officer) |
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Lewis W. K. Booth*
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Executive Vice President and Chief
Financial Officer
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February 27, 2009 |
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(principal financial officer) |
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*By: /s/Peter J. Sherry, Jr. |
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(Peter J. Sherry, Jr., Attorney-in-Fact) |
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The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or
other persons who administer the employee benefit plan) has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn,
State of Michigan, on this 27th day of February, 2009.
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*By: /s/Peter J. Sherry, Jr. |
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(Peter J. Sherry, Jr., Attorney-in-Fact)
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EXHIBIT INDEX
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Exhibit Number |
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Exhibit Description |
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Exhibit 4.1
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Ford Motor Company 2008 Long-Term Incentive Plan, effective
as of March 1, 2008. Filed as Exhibit 4.1 to Registration
Statement No. 333-149456 and incorporated herein by
reference. |
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Exhibit 5.1
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Opinion of Peter J. Sherry, Jr., Secretary and Associate
General Counsel of Ford Motor Company, with respect to the
legality of the securities being registered hereunder.
Filed with this Registration Statement. |
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Exhibit 23
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Consent of Independent Registered Public Accounting Firm.
Filed with this Registration Statement. |
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Exhibit 24.1
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Powers of Attorney authorizing signature. Filed with this
Registration Statement. |
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Exhibit 24.2
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Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed with this
Registration Statement. |
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