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)
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)
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 (e) registration fee (f)
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Common Stock, 27,151,096 (a) $13.43 (b) ______ ______
$.01 par value shares
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Common Stock, 100,000 (c) shares $13.24 (d) ______ ______
$.01 par value
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Common Stock, 563,429 (e) $13.24 (d)
$.01 par value shares
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$373,423,019.24 (f) $47,312.70 (g)
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(a) The number of shares being registered includes 27,151,096 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) 4,500 shares of
Common Stock of the Company subject to options granted under the Plan and
outstanding on March 15, 2004 with an option price of $7.87, (b) 20,000
shares of Common Stock subject to options granted under the Plan and
outstanding on March 15, 2004 with an option price of $9.84, (c) 10,000
shares of Common Stock subject to options granted under the Plan and
outstanding on March 15, 2004, with an option price of $10.74, (d) 1,400
shares of Common Stock subject to options granted under the Plan and
outstanding on March 15, 2004 with an option price of $11.49, (e) 4,500
shares of Common Stock subject to options granted under the Plan and
outstanding on March 15, 2004 with an option price of $11.95, (f) 14,600
shares of Common Stock subject to options granted under the Plan and
outstanding on March 15, 2004 with an option price of $11.10, (g) 1,000
shares of Common Stock subject to options granted under the Plan and
outstanding on March 15, 2004 with an option price of $11.86, (h) 27,000
shares of Common Stock subject to options granted under the Plan and
outstanding on March 15, 2004 with an option price of $12.29, (i) 1,587,301
shares of Common Stock subject to options granted under the Plan and
outstanding on March 15, 2004 with an option price of $16.49, (j) 75,000
shares of Common Stock subject to options granted under the Plan and
outstanding on March 15, 2004 with an option price of $16.64, (k) 2,467,000
shares of Common Stock subject to options granted under the Plan and
outstanding on March 15, 2004 with an option price of $13.065, and
(l) 22,938,795 shares of Common Stock subject to options or stock
appreciation rights granted under the Plan and outstanding on March 15,
2004 with an option price of $13.26 in accordance with Rule 457(h) under
the Securities Act of 1933.
(c) The number of shares registered includes 100,000 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 12, 2004,
in accordance with Rule 457(c) under the Securities Act of 1933.
(e) The number of shares being registered includes 563,429 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 27,151,096
shares of Common Stock of the Company subject to options or stock
appreciation rights granted under the Plan and outstanding on March 15,
2004, with a volume-weighted average option price of $13.43, in accordance
with Rule 457(h) under the Securities Act of 1933, (b) the assumed
aggregate option price of 100,000 shares of Common Stock being registered,
based on the market price of Common Stock of the Company on March 12, 2004
in accordance with Rule 457(c) under the Securities Act of 1933, and
(c) the assumed aggregate offering price of 563,429 shares of Common Stock
being registered, based on the market price of the Common Stock of the
Company on March 12, 2004, 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
$373,423,019.24. 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. 333-105674, 333-104064,
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
Managing 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 Accountants. Filed with this
Registration Statement.
Exhibit 24.1- Powers of Attorney authorizing signature. Filed as Exhibit 24.1
to Registration Statement No. 333-105674 and Exhibit 24.2 to
Registration Statement No. 333-110105 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. 333-105674 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 15th 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
--------- ----- ----
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 15, 2004
------------------------------
(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)
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
------------------------------ Nominating and Governance
(Ellen R. Marram) Committee
Homer A. Neal* Director March 15, 2004
------------------------------
(Homer A. Neal)
Jorma Ollila* Director
------------------------------
(Jorma Ollila)
Carl E. Reichardt* Director and Chair of the
------------------------------ Finance Committee
(Carl E. Reichardt)
Robert E. Rubin* Director
------------------------------
(Robert E. Rubin)
Nicholas V. Scheele* Director and President and
------------------------------ Chief Operating Officer
(Nicholas V. Scheele)
Signature Title Date
--------- ----- ----
John L. Thornton* Director
------------------------------
(John L. Thornton)
Vice President and
James C. Gouin* Controller
------------------------------ (principal accounting officer)
(James C. Gouin)
Group Vice President and
Donat R. Leclair* Chief Financial Officer March 15, 2004
------------------------------ (principal financial 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 Managing 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 Accountants. Filed with this
Registration Statement.
Exhibit 24.1- Powers of Attorney authorizing signature. Filed as Exhibit
24.1 to Registration Statement No. 333-105674 and Exhibit
24.2 to Registration Statement No. 333-110105 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. 333-105674 and
incorporated herein by reference.