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
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
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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)
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(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
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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)
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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.