-----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, KyYFEiR613wXc92hmH/tE7GEb1XA8UGG5znGNT6UzMld5WXrQ2fz26Rk2/m6oCgJ ClAP6eXeOlpNQGsGHtXzyA== 0000040730-08-000021.txt : 20080930 0000040730-08-000021.hdr.sgml : 20080930 20080930161511 ACCESSION NUMBER: 0000040730-08-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080930 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080930 DATE AS OF CHANGE: 20080930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00043 FILM NUMBER: 081097436 BUSINESS ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 8-K 1 tradingcover093008.htm TEMPORARY SUSPENSION OF TRADING

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549-1004

 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Date of Report (Date of earliest event reported) September 30, 2008

 

 

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

1-143

(Commission File Number)

DELAWARE

(State or other jurisdiction of

incorporation)

 

38-0572515

(I.R.S. Employer

Identification No.)

 

 

300 Renaissance Center, Detroit, Michigan

(Address of Principal Executive Offices)

 

48265-3000

(Zip Code)

 

 

(313) 556-5000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[

]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[

]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR 240.14a-12)

 

[

]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

   (17 CFR 240.14d-2(b))

 

[

]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

   (17 CFR 240.13e-4(c))

 

 

 

ITEM 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

 

On September 30, 2008 General Motors Corporation (“GM”) announced that it had suspended purchases of its common stock, par value $1 2/3 per share (the “Common Stock”), by employees in GM’s Savings-Stock Purchase Plan (“S-SPP”) and the Personal Savings Plan (“PSP”) (collectively the “Plans”). All purchases of Common Stock under the Plans have been suspended because the Plans have now issued all of their registered shares of Common Stock. This suspension is the result of recent unexpectedly high demand among the Plans’ participants due to increased employee interest and a lower market price for the Common Stock. The demand significantly exceeded the usual volume and exhausted the supply of registered stock more quickly than the administrators of the Plans foresaw. Because of this, GM was not able to provide advance notice of the suspension of purchases of Common Stock under the Plans or of the trading blackout. This trading blackout begins immediately and will end when GM files with the Securities and Exchange Commission (the “SEC”) a registration statement registering additional shares. GM expects to file a registration statement with the SEC during the week of November 9, 2008.

 

Plan participants, other than directors and officers, are not prevented from selling Common Stock through the Plans, or buying or selling Common Stock outside the Plans, during the blackout period. Based on the provisions of the Plans, these participants may also at any time exchange shares in the Common Stock Fund for other investment options or change their contribution election. The contributions of participants currently directed to the GM Common Stock Fund, will be invested in the default fund for the Plan in which they participate, unless they provide new instructions. This means that, until the temporary suspension for Common Stock purchases is removed, that contributions to the S-SPP will be invested in the Pyramis Strategic Balanced Commingled Pool investment option and that contributions to the PSP will be Invested In the Pyramis Active Lifecycle Commingled Pool Investment option closest to the year that the participant will attain the age of 65.

 

On September 30, 2008, GM sent a notice to its directors and executive officers informing them that a blackout period had commenced. During the blackout period, GM’s directors and executive officers will be prohibited from directly acquiring, disposing of or transferring any equity securities of GM acquired by them in connection with their service and/or employment with GM in such capacities. The notice was sent to ensure compliance with Section 306(a) of the Sarbanes-Oxley Act of 2002. In accordance with the unforeseeable circumstance exemption under Section 306(a) GM determined that it was unable to give advance notice of the blackout period to the directors and executive officers. A copy of the notice is attached as Exhibit 99 to the Current Report on Form 8-K and is incorporated herein by reference.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

The following Exhibits are deemed to be filed under the Securities Exchange Act of 1934, as amended.

 

(d) Exhibits

 

Exhibit No.

Description

Method of Filing

 

99

Notice to executive officers and directors of General Motors Corporation dated September 30, 2008

Attached as Exhibit

 

 

 

 

 

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

GENERAL MOTORS CORPORATION

(Registrant)

 

 

 

Date: September 30, 2008

By:

/s/NICK S. CYPRUS

(Nick S. Cyprus

Controller and Chief Accounting Officer)

 

 

 

 

 

 EX-99 2 tradingex99.htm LETTER TO GM DIRECTORS AND EXECUTIVE OFFICERS

Exhibit 99

 

September 30, 2008

 

To: GM Directors and Executive Officers:

 

Re: Trading Blackout on GM Common Stock

 

You are notified, effective immediately, that you may not purchase or sell, or otherwise acquire or transfer, any GM stock that you have acquired or would acquire in connection with your service to GM as a director or executive officer.

 

All purchases of GM common stock under GM’s Savings-Stock Purchase Plan (S-SPP) and the Personal Savings Plan (PSP) have been suspended because the Plans have now issued all of their registered shares of GM common stock. This suspension is the result of recent unexpectedly high demand among the Plans’ participants due to increased employee interest and a lower market price for the Common Stock. The demand significantly exceeded the usual volume and exhausted the supply of registered stock more quickly than the administrators of the Plans foresaw. Because of this, we were not able to provide advance notice of the suspension of purchases of GM stock under the Plans or of your trading blackout. Under the requirements of the Sarbanes-Oxley Act of 2002, we will provide you with a copy of our determination that our inability to provide 15 days notice was due to unforeseeable events.

 

Aside from directors and officers, Plan participants are not prevented from selling GM stock through the Plans during the blackout period. These participants may also at any time exchange shares in the GM Common Stock Fund for other investment options or change their contribution election, in accordance with the provisions of the S-SPP and the PSP. Participants' contributions that are currently directed to the GM Common Stock Fund will be invested in the default investment option for the Plan in which they participate, unless they provide new instructions.

 

Under the Sarbanes-Oxley Act of 2002, directors and executive officers are prohibited from trading in their company’s stock, subject to certain limited exceptions, for as long as a majority of participants in the company stock plans are not able to purchase or sell stock. This trading blackout will continue until GM files a registration statement for additional sales of GM common stock, which is anticipated for the week of November 9, 2008.

 

 

During the blackout period you may receive information about the status of the blackout by contacting Anne Larin, and the actual beginning and ending dates of this blackout period will be available for two years after the ending date from Anne. If you have any other inquiries about this blackout, such as whether a proposed transaction would be acceptable during the blackout, please contact:

 

Anne Larin

GM Legal Staff

482-C23-D24

300 GM Renaissance Center

P.O. Box 300

Detroit, MI 48265-3000

313-665-4927

anne.t.larin@gm.com

 

Please note that this blackout is legally required, and is in addition to the closing of the window period at the end of the third quarter pursuant to GM policy.

 

 

 

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