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 (I.R.S. Employer Identification No.)
of incorporation or organization)
One American Road
Dearborn, Michigan 48126-1899
(Address of principal executive offices) (Zip Code)
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FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN
(Full title of the Plan)
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PETER J. SHERRY, Jr., 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)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities to Amount to be registered offering price per aggregate offering registration
be registered obligation price fee
-------------------------- ------------------------ ------------------------ ------------------------ ----------------
Deferred Compensation
Obligations (a) $23,580,000 100% $23,580,000 (b) $2,775.37
-------------------------- ------------------------ ------------------------ ------------------------ ----------------
Common Stock, $.01 par 242,500 shares (c) $12.45 $ 3,019,125 (d) $355.35
value
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$3,130.72
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(a) The Deferred Compensation Obligations are unsecured obligations of Ford
Motor Company to pay deferred compensation in the future in accordance with
the terms of the Ford Motor Company Deferred Compensation Plan.
(b) Estimated solely for the purpose of determining the registration fee.
(c) The number of shares being registered represents the shares of Common Stock
that may be issued to participants under the Deferred Compensation Plan.
(d) Based on the market price of Common Stock of the Company on March 7, 2005 in
accordance with Rule 457(c) under the Securities Act of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the Plan described herein.
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FORD MOTOR COMPANY DEFERRED COMPENSATION PLAN
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of Registration Statement Nos. 333-113584, 333-104063,
333-85138, 333-56660, 333-31466, 333-74313, 333-65703, 333-47733, 333-20725 and
33-62227 are incorporated herein by reference.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit 4.1 - Ford Motor Company Deferred Compensation Plan as amended and
restated as of January 1, 2005, filed as Exhibit 10-O to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2004 and incorporated herein by reference.
Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant Secretary and
Managing Counsel of Ford Motor Company, with respect to the
legality of the securities being registered hereunder. Filed
with this Registration Statement.
Exhibit 5.2 - Opinion of Bonnie S. Gorichan, Counsel to Ford Motor Company,
with respect to compliance requirements of the Employee
Retirement Income Security Act of 1974. Filed with this
Registration Statement.
Exhibit 23 - Consent of Independent Registered Public Accounting Firm. Filed
with this Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as Exhibit 24.1
to Registration Statement No. 333-115339 and incorporated herein
by reference.
Exhibit 24.2 - Power of Attorney authorizing signature. Filed with this
Registration Statement.
Exhibit 24.3 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as Exhibit 24.2
to Registration Statement No. 333-115339 and incorporated herein
by reference.
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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 11th day of
March, 2005.
FORD MOTOR COMPANY
By: William Clay Ford, Jr.*
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(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
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Director, Chairman of the Board
William Clay Ford, Jr.* and Chief Executive Officer and
------------------------------ Chair of the Environmental and
(William Clay Ford, Jr.) Public Policy Committee
(principal executive officer)
John R. H. Bond* Director
------------------------------
(John R. H. Bond)
Stephen G. Butler* Director March 11, 2005
------------------------------
(Stephen G. Butler)
Kimberly A. Casiano* Director
------------------------------
(Kimberly A. Casiano)
Edsel B. Ford II* Director
------------------------------
(Edsel B. Ford II)
William Clay Ford* Director
------------------------------
(William Clay Ford)
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Signature Title Date
--------- ----- ----
Irvine O. Hockaday, Jr.* Director and Chair of
------------------------------ the Audit Committee
(Irvine O. Hockaday, Jr.)
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 March 11, 2005
------------------------------ Nominating and Governance
(Ellen R. Marram) Committee
Homer A. Neal* Director
------------------------------
(Homer A. Neal)
Jorma Ollila* Director
------------------------------
(Jorma Ollila)
James J. Padilla* Director and President and
------------------------------ Chief Operating Officer
(James J. Padilla)
Carl E. Reichardt* Director and Chair of the
------------------------------ Finance Committee
(Carl E. Reichardt)
Robert E. Rubin* Director
------------------------------
(Robert E. Rubin)
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Signature Title Date
--------- ----- ----
John L. Thornton* Director
------------------------------
(John L. Thornton)
James C. Gouin* Vice President and
------------------------------ Controller
(James C. Gouin) (principal accounting officer)
Donat R. Leclair* Executive Vice President and March 11, 2005
------------------------------ Chief Financial Officer
(Donat R. Leclair) (principal financial officer)
*By: /s/K. S. Lamping
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(K. S. Lamping,
Attorney-in-Fact)
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EXHIBIT INDEX
Sequential Page
at Which Found
(or Incorporated
by Reference)
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Exhibit 4.1 - Ford Motor Company Deferred Compensation Plan as
amended and restated as of January 1, 2005, filed as
Exhibit 10-O to the Registrant's Annual Report on Form
10-K for the year ended December 31, 2004 and
incorporated herein by reference.
Exhibit 5.1 - Opinion of Kathryn S. Lamping, an Assistant Secretary
and Managing Counsel of Ford Motor Company, with
respect to the legality of the securities being registered
hereunder. Filed with this Registration Statement.
Exhibit 5.2 - Opinion of Bonnie S. Gorichan, Counsel to Ford Motor
Company, with respect to compliance requirements of
the Employee Retirement Income Security Act of 1974.
Filed with this Registration Statement.
Exhibit 23 - Consent of Independent Registered Public Accounting
Firm. Filed with this Registration Statement.
Exhibit 24.1 - Powers of Attorney authorizing signature. Filed as
Exhibit 24.1 to Registration Statement No. 333-115339
and incorporated herein by reference.
Exhibit 24.2 - Power of Attorney authorizing signature. Filed with
this Registration Statement.
Exhibit 24.3 - Certified resolutions of Board of Directors authorizing
signature pursuant to a power of attorney. Filed as
Exhibit 24.2 to Registration Statement No. 333-115339
and incorporated herein by reference.