As filed with the Securities and Exchange Commission on March 31, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________________
CNH Global N.V.
(Exact name of registrant as specified in its charter)
Kingdom of the Netherlands Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
World Trade Center
Tower B, 10th Floor
Amsterdam Airport
The Netherlands
(011-31-20) 446-0429
(Address and phone number of principal executive offices, including zip code)
_____________________________
CNH U.S. Retirement Savings Plan
(Full title of the plan)
Roberto Miotto
Senior Vice President, General Counsel and Secretary
CNH Global N.V.
Global Management Offices
100 South Saunders Road
Lake Forest, Illinois 60045
(847) 735-9200
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount
Title of Securities Amount to be Offering Price Aggregate of
to be Registered Registered(1) Per Share(3) Offering Price(3) Registration Fee
--------------------------------------------------------------------------------------------------------------------------
Common Shares, par value 10,000,000 $1.65 $16,500,000 $1,518
(euro)0.45 per share(2)
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(1) This amount includes 10,000,000 common shares, par value (euro)0.45 per
share (the "Common Shares"), of CNH Global N.V. (the "Registrant")
available for issuance under the CNH U.S. Retirement Savings Plan (the
"Plan"). In addition, this Registration Statement shall also cover any
additional Common Shares which become issuable under the Plan being
registered by reason of any stock dividend, stock split, recapitalization
or any other similar transaction effected without the receipt of
consideration which results in an increase in the number of the
Registrant's outstanding Common Shares. This number does not reflect the
Registrant's reverse stock split effective on April 1, 2003, in which each
five Common Shares, par value (euro) 0.45 per share, will be exchanged for
one Common Share, par value (euro) 2.25 per share.
(2) Pursuant to Section 416(c) under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement covers an
indeterminate amount of interests to be offered pursuant to the Plan.
(3) Pursuant to Rule 457(h) under the Securities Act, the Proposed Maximum
Offering Price Per Share and the Proposed Maximum Aggregate Offering Price
for the 10,000,000 Common Shares available for purchase under the Plan are
estimated solely for the purpose of calculating the registration fee, and
are based on the average of the high and low prices of the Common Shares
on the New York Stock Exchange consolidated reporting system on March 27,
2003.
Page 1 of 10
Exhibit Index Appears on Page 10
1
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
____________
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act and the "Note" to Part I of Form
S-8.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Registrant are
incorporated herein by reference and made part of this Registration Statement:
(a) Annual Report on Form 20-F (Commission File No. 1-14528) for
the fiscal year ended December 31, 2001;(1)
(b) Reports of Foreign Issuer on Form 6-K dated April 25, 2002,
July 1, 2002, July 24, 2002, September 5, 2002, October 25,
2002, February 6, 2003 and March 7, 2003.
(c) The description of the Common Shares under the heading
"Description of Share Capital" contained in Amendment No. 3
to the Registrant's Registration Statement on Form F-3
(Registration Statement No. 333-84954) as filed by the
Registrant with the Commission under the Securities Act on
June 3, 2002.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement indicating that all
securities offered hereby have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
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1 After reasonable efforts, the Registrant has not been able to obtain the
written consent of Arthur Andersen LLP to the incorporation by reference of its
reports for the years ending December 31, 2000 and December 31, 2001 into this
Registration Statement. The Registrant has dispensed with the requirement to
file the written consent of Arthur Andersen LLP in reliance on Rule 437a
promulgated under the Securities Act. Because the Registrant has not been able
to obtain the written consent of Arthur Andersen LLP, participants in the Plan
will not be able to recover against Arthur Andersen LLP under Section 11 of the
Securities Act for any untrue statements of material fact contained in the
financial statements audited by Arthur Andersen LLP incorporated by reference
herein or any omissions to state a material fact required to be stated therein.
3
Item 6. Indemnification of Directors and Officers.
Article 15 of the Articles of Association of the Registrant provides
that:
"The company shall indemnify any and all of its directors or officers
or former directors or officers or any person who may have served at its request
as a director or officer of another company in which it owns shares or of which
it is a creditor against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they, or
any of them, are made parties, or a party, by reason of being or having been
directors or officers or a former director or officer of the company, or of such
other company, except in relation to matters as to which any such director or
officer or former director or officer or person shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be deemed exclusive of any
other rights to which those indemnified may be entitled otherwise."
In addition, at the Registrant's general shareholders' meeting in June
2000, shareholders approved a form of indemnification agreement for directors
and officers of the Registrant.
The Registrant has obtained directors' and officers' liability
insurance, which, subject to policy terms and limitations, includes coverage to
reimburse the Registrant for amounts that it may be required or permitted by law
to pay its directors or officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Index to Exhibits on page 10.
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:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
4
(2) That, for the purpose of determining any liability under the
Securities 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.
(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 liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this 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 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
5
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Lake Forest, Illinois, on this 31st day of March, 2003.
CNH Global N.V.
By: /s/ Roberto Miotto
------------------------------------
Roberto Miotto
Senior Vice President, General
Counsel and Secretary
6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roberto Miotto, individually, as his true
and lawful attorney-in-fact and agent of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments to this
Registration Statement on Form S-8, including post-effective amendments and
supplements, and to file same, with all exhibits thereto, and any and all
documents in connection therewith, with the Securities and Exchange Commission
and hereby grants unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
indicated on March 31, 2003.
Name and Signature Title
------------------ -----
/s/ Jean-Pierre Rosso
-------------------------------------
Jean-Pierre Rosso Director and Chairman
/s/ Paolo Monferino
------------------------------------- Director, President and Chief
Paolo Monferino Executive Officer
(Principal Executive Officer)
/s/ Michel Lecomte
------------------------------------- Chief Financial Officer and
Michel Lecomte President, Financial Services
(Principal Financial Officer)
/s/ William J. McGrane Corporate Controller
------------------------------------- (Principal Accounting Officer)
William J. McGrane
/s/ Bruno Cova Director
-------------------------------------
Bruno Cova
/s/ Alfredo Diana
------------------------------------- Director
Alfredo Diana
/s/ Edward A. Hiler
------------------------------------- Director
Edward A. Hiler
7
/s/ Katherine M. Hudson
------------------------------------- Director
Katherine M. Hudson
/s/ Kenneth Lipper
------------------------------------- Director
Kenneth Lipper
------------------------------------- Director
Ferruccio Luppi
------------------------------------- Director
Giussepe Morchio
/s/ Michael E. Murphy
------------------------------------- Director
Michael E. Murphy
/s/ James L.C. Provan
------------------------------------- Director
James L.C. Provan
8
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on March 31, 2003 by the undersigned as the
duly authorized representative of CNH Global N.V. in the United States.
By: /s/ Roberto Miotto
-----------------------------------
Roberto Miotto
Senior Vice President, General Counsel
and Secretary
9
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description of Document Number
4.1 Amended and Restated Articles of Association of CNH Global
N.V. (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form F-3 of CNH Global N.V.
(Registration No. 333-84954), as originally filed by the
Registrant with the Commission under the Securities Act, on
March 27, 2002)
5 Opinion of Nauta Dutilh as to the legality of the shares
being registered
23.1 Consent of PricewaterhouseCoopers N.V.
23.2 Consent of Nauta Dutilh (included in Exhibit 5)
24.1 Power of Attorney (included on signature page to this
Registration Statement)
10