-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U3tYNyQPbzk4QTaeo5NlEScZDnz4WgloXBDft5KLY8+uNnfgX70EE0yd4DLax5mb 1IWXNKSVBkgbZmiIs/6qZA== 0000037996-03-000016.txt : 20030327 0000037996-03-000016.hdr.sgml : 20030327 20030327141733 ACCESSION NUMBER: 0000037996-03-000016 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030327 EFFECTIVENESS DATE: 20030327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORD MOTOR CO CENTRAL INDEX KEY: 0000037996 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380549190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-104064 FILM NUMBER: 03620531 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3133223000 MAIL ADDRESS: STREET 1: ONE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48126 S-8 1 e032703ltip.txt Registration No. 333- ======================================================================== 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) Delaware 38-0549190 (State or other jurisdiction of (I.R.S. Employee Identification No.) incorporation or organization) One American Road Dearborn, Michigan 48126-1899 (Address of principal executive offices) (Zip Code) 1998 Long-Term Incentive Plan (Full Title of the Plan) J. M. RINTAMAKI, Esq. Ford Motor Company P. O. Box 1899 One American Road Dearborn, Michigan 48126-1899 (313) 323-2260 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
========================== ======================== ======================== ======================== ======================= Proposed Title of Amount to be Proposed maximum securities to be registered maximum offering aggregate offering Amount of registered (a),(c),(e) price per share (b),(d) price (f) registration fee (g) - -------------------------- ------------------------ ------------------------ ------------------------ ----------------------- Common Stock, 32,869,525 (a) $8.00 (b) ______ ______ $.01 par value shares - -------------------------- ------------------------ ------------------------ ------------------------ ----------------------- Common Stock, 2,508,900 (c) $7.61 (d) ______ ______ $.01 par value shares - -------------------------- ------------------------ ------------------------ ------------------------ ----------------------- Common Stock, 290,820 (e) $7.61 (d) $.01 par value shares ========================== ======================== ======================== ======================== ======================= $284,262,069.20 (f) $22,996.80 (g) ========================== ======================== ======================== ======================== =======================
(a) The number of shares being registered includes 32,869,525 shares of Common Stock of the Company subject to options or stock appreciation rights granted under the 1998 Long-Term Incentive Plan (the "Plan"). (b) Based on the volume-weighted average option price of (a) 2,470,300 shares of Common Stock of the Company subject to options granted under the Plan and outstanding on March 27, 2003 with an option price of $9.775, (b) 165,000 shares of Common Stock subject to options granted under the Plan and outstanding on March 27, 2003 with an option price of $9.72, (c) 4,000,000 shares of Common Stock subject to options granted under the Plan and outstanding on March 27, 2003, with an option price of $9.82, (d) 60,000 shares of Common Stock subject to options granted under the Plan and outstanding on March 27, 2003 with an option price of $8.53, (e) 9,500 shares of Common Stock subject to options granted under the Plan and outstanding on March 27, 2003 with an option price of $9.38, and (f) 26,164,725 shares of Common Stock subject to options or stock appreciation rights granted under the Plan and outstanding on March 27, 2003 with an option price of $7.55 in accordance with Rule 457(h) under the Securities Act of 1933. (c) The number of shares registered includes 2,508,900 shares of Common Stock of the Company subject to options or stock appreciation rights to be granted under the Plan. (d) Based on the market price of Common Stock of the Company on March 24, 2003, in accordance with Rule 457(c) under the Securities Act of 1933. (e) The number of shares being registered includes 290,820 shares of Common Stock of the Company to be issued as awards to participants under the Plan. (f) This amount is the sum of (a) the aggregate option price of 32,869,525 shares of Common Stock of the Company subject to options or stock appreciation rights granted under the Plan and outstanding on March 27, 2003, with a volume-weighted average option price of $8.00, in accordance with Rule 457(h) under the Securities Act of 1933, (b) the assumed aggregate option price of 2,508,900 shares of Common Stock being registered, based on the market price of Common Stock of the Company on March 24, 2002 in accordance with Rule 457(c) under the Securities Act of 1933, and (c) the assumed aggregate offering price of 290,820 shares of Common Stock being registered, based on the market price of the Common Stock of the Company on March 24, 2003, in accordance with Rule 457(c) under the Securities Act of 1933. (g) This amount is based on the proposed maximum aggregate offering price of $284,262,069.20. See note (f). 1998 Long-Term Incentive Plan ----------------------- INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS The contents of Registration Statement Nos. 333-87990, 333-57598, 333-37542, 333-70447 and 333-52399 are incorporated herein by reference. Item 8. Exhibits. Exhibit 4.1 - Ford Motor Company 1998 Long-Term Incentive Plan, as amended and restated as of January 1, 2003. Filed as Exhibit 10-R to Ford's Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference. Exhibit 5 - Opinion of Kathryn S. Lamping, an Assistant Secretary and Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement. Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with this Registration Statement. Exhibit 24.1- Powers of Attorney authorizing signature. Filed as Exhibit 24.1 to Registration Statement No. 333-87990 and Exhibit 24.2 to Registration Statement No. 333-100910 and incorporated herein by reference. Exhibit 24.2- Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed as Exhibit 24.2 to Registration Statement No. 333-87990 and incorporated herein by reference. 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 Dearborn, State of Michigan, on this 27th day of March, 2003. FORD MOTOR COMPANY By: William Clay Ford, Jr.* ----------------------------------- (William Clay Ford, Jr.) Chairman of the Board of Directors Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- William Clay Ford, Jr.* Director, Chairman of the Board - ------------------------------- and Chief Executive Officer and (William Clay Ford, Jr.) Chair of the Environmental and Public Policy Committee (principal executive officer) John R. H. Bond* Director - ------------------------------- (John R. H. Bond) Edsel B. Ford II* Director March 27, 2003 - ------------------------------- (Edsel B. Ford II) William Clay Ford* Director - ------------------------------- (William Clay Ford) Irvine O. Hockaday, Jr.* Director and - ------------------------------- Chair of the (Irvine O. Hockaday, Jr.) Audit Committee Signature Title Date --------- ----- ---- Marie-Josee Kravis* Director and Chair of the - ------------------------------- Compensation Committee (Marie-Josee Kravis) Richard A. Manoogian* Director - ------------------------------- (Richard A. Manoogian) Ellen R. Marram* Director and Chair of the - ------------------------------- Nominating and Governance (Ellen R. Marram) Committee Homer A Neal* Director March 27, 2003 - ------------------------------- (Homer A. Neal) Jorma Ollila* Director - ------------------------------- (Jorma Ollila) Carl E. Reichardt* Director, Chair of - ------------------------------- the Finance Committee (Carl E. Reichardt) and Vice Chairman Robert E. Rubin* Director - ------------------------------- (Robert E. Rubin) Nicholas V. Scheele* Director and President and - ------------------------------- Chief Operating Officer (Nicholas V. Scheele) John L. Thornton* Director - ------------------------------- (John L. Thornton) Allan D. Gilmour* Vice Chairman and - ------------------------------- Chief Financial Officer (Allan D. Gilmour) (principal financial officer) Donat R. Leclair* Vice President and Controller March 27, 2003 - ------------------------------- (principal accounting officer) (Donat R. Leclair) *By: /s/K. S. Lamping --------------------------- (K. S. Lamping, Attorney-in-Fact)
EXHIBIT INDEX Sequential Page at Which Found (or Incorporated by Reference) ------------ Exhibit 4.1 - Ford Motor Company 1998 Long-Term Incentive Plan, as amended and restated as of January 1, 2003. Filed as Exhibit 10-R to Ford's Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference. Exhibit 5 - Opinion of Kathryn S. Lamping, an Assistant Secretary and Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder. Filed with this Registration Statement. Exhibit 23 - Consent of Independent Certified Public Accountants. Filed with this Registration Statement. Exhibit 24.1- Powers of Attorney authorizing signature. Filed as Exhibit 24.1 to Registration Statement No. 333-87990 and Exhibit 24.2 to Registration Statement No. 333-100910 and incorporated herein by reference. Exhibit 24.2- Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney. Filed as Exhibit 24.2 to Registration Statement No. 333-87990 and incorporated herein by reference.
EX-5 3 e032703ltipex5.txt Exhibit 5 FORD MOTOR COMPANY Ford Motor Company One American Road P.O. Box 1899 Dearborn, Michigan 48126 March 27, 2003 Ford Motor Company One American Road Dearborn, Michigan 48126 Ladies and Gentlemen: This will refer to the Registration Statement on Form S-8 (the "Registration Statement"), filed by Ford Motor Company (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with respect to 35,669,245 shares of Common Stock, par value $.01 per share, of the Company ("Common Stock"), relating to the 1998 Long-Term Incentive Plan (the "Plan"). As an Assistant Secretary and Counsel of the Company, I am familiar with the Restated Certificate of Incorporation and the By-Laws of the Company and with its affairs, including the actions taken by the Company in connection with the Plan. I also have examined such other documents and instruments and have made such further investigation as I have deemed necessary or appropriate in connection with this opinion. Based upon the foregoing, it is my opinion that: (1) The Company is duly incorporated and validly existing as a corporation under the laws of the State of Delaware. (2) All necessary corporate proceedings have been taken to authorize the issuance of the shares of Common Stock being registered under the Registration Statement, and all such shares of Common Stock, when issued and delivered pursuant to the Company's Restated Certificate of Incorporation and the Plan, and when the Registration Statement shall have become effective, will be legally issued and will be fully paid and non-assessable. I hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission issued thereunder. Very truly yours, /s/Kathryn S. Lamping Kathryn S. Lamping Assistant Secretary and Counsel EX-23 4 e032703ltipex23.txt EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 17, 2003 relating to the financial statements, which appears in the 2002 Annual Report to Shareholders of Ford Motor Company on Form 10-K for the year ended December 31, 2002. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Detroit, Michigan March 27, 2003 -----END PRIVACY-ENHANCED MESSAGE-----