Form S-8
As filed with the Securities and Exchange Commission on April 23, 2002
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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NAVISTAR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3359573
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
4201 Winfield Road
Warrenville, Illinois 60555
Telephone: (630) 753-5000
(Address of principal executive offices)
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NAVISTAR 1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN, AS AMENDED
(Full title of plans)
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Robert A. Boardman
Senior Vice President and General Counsel
Navistar International Corporation
4201 Winfield Road
Warrenville, Illinois 60555
Telephone: (630) 753-5000
(Name, address and telephone number of agent for service)
Calculation of Registration Fee
============================= =================== ==================== ========================= ===================
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price per aggregate offering price registration fee
share (2)
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Common Stock, par value 250,000 shares (3) $42.49 $10,622,500 $977.27
$0.10, and associated rights
----------------------------- ------------------- -------------------- ------------------------- -------------------
(1) Pursuant to Rule 416 of the Securities Act, this Registration Statement also covers such additional shares
of Common Stock as may become issuable pursuant to anti-dilution provisions of the plans described herein.
(2) Pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price per share is estimated
solely for the purpose of calculating the registration fee and is based on the average of the high and low
prices of shares of Common Stock of the Registrant as reported on the New York Stock Exchange on April 19,
2002, a date that is within five business days of which this Registration Statement is being filed.
(3) Shares reserved for issuance under the Navistar 1998 Non-Employee Director Stock Option Plan, as amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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 of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended October 31, 2001 filed on
December 19, 2001.
(b) The Registrant's Proxy Statement, dated January 17, 2002 filed on January 16, 2002.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended January 31, 2002 filed on
March 11, 2002.
(d) The Registrant's Current Report on Form 8-K dated March 15, 2002 and filed on March 15, 2002.
(e) The description of the Registrant's Common Stock contained in the Registrant's Form S-1
(Registration No. 33-50327) filed pursuant to Section 12(b) of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
(f) All reports and other documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), and 14 and 15(d) of the Exchange Act, prior to filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of
such reports and documents.
Any statement contained in a 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 any other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Robert A. Boardman, Senior Vice President and General Counsel of the Registrant, has delivered an
opinion to the effect that the shares of Common Stock covered by this Registration Statement will be legally
issued, fully paid and non-assessable. Mr. Boardman beneficially owns 41,282 shares of the Registrant's Common
Stock and has options to acquire an additional 126,128 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
The Registrant is incorporated under the laws of the State of Delaware. Section 145 of the General
Corporation Law of the State of Delaware provides that a Delaware corporation may indemnify any persons who are, or
are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil
criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason
of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with such action, suit or proceedings,
provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to
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the corporation's best interests and, with respect to any criminal action or proceedings, had no reasonable cause
to believe that his conduct was illegal. A Delaware corporation may also indemnify any persons who are, or are
threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the
corporation by reason of the fact that such person was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided
such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests except that no indemnification is permitted without judicial approval if the officer
or director is adjudged to be liable to the corporation. To the extent that an officer or director is successful
on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director has actually and reasonably incurred in connection with such
defense.
Under Article Ninth of the Registrant's Restated Certificate of Incorporation and Article XII of its
Amended and Restated By-Laws, the Registrant shall indemnify any person who was or is made a party or is
threatened to be made party to or is otherwise involved in any action, suit or proceedings, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer
of the Registrant (including any predecessor corporation of the Registrant), or is or was serving at the request
of the Registrant as a director, officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee benefit plans, against all
expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith to the fullest
extent authorized by the General Corporation Law of the State of Delaware. Such right of indemnification shall be
a contract right and shall not be exclusive of any other right which such directors, officers or representatives
may have or hereafter acquire under any statute, the Registrant's Restated Certificate of Incorporation, the
Registrant's Amended and Restated By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise.
In addition, Section 102 of the General Corporation Law of the State of Delaware allows a corporation
to eliminate the personal liability of a director of a corporation to the corporation or to any of its
stockholders for monetary damages for a breach of fiduciary duty as a director, except in the case where the
director (i) breaches his duty of loyalty, (ii) fails to act in good faith, engages in intentional misconduct or
knowingly violates a law, (iii) authorized the payment of a dividend or approves a stock repurchase in violation
of the General Corporation Law of the State of Delaware or (iv) obtains an improper personal benefit. Article
Eighth of the Registrant's Restated Certificate of Incorporation includes a provision which eliminates directors'
personal liability to the full extent permitted under the General Corporation Law of the State of Delaware.
The Registrant maintains a policy of directors and officers liability insurance covering certain
liabilities incurred by its directors and officers in connection with the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index that immediately precedes the exhibits filed with this
Registration Statement.
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 the 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 the Registration Statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
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(iii) To include any material information with respect to the plan of distribution
not previously disclosed in the 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
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the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in the periodic reports filed
by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each
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 the purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of any employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, 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.
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SIGNATURES
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 Warrenville, State of Illinois, on April 19, 2002.
NAVISTAR INTERNATIONAL CORPORATION
By: /s/ Robert C. Lannert
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Name: Robert C. Lannert
Title: Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT 24.1
POWER OF ATTORNEY
Each person whose signature appears below does hereby make, constitute and appoint John R. Horne, Robert
C. Lannert, Robert A. Boardman, and Mark T. Schwetschenau and each of them acting individually, true and lawful
attorneys-in-fact and agents with power to act without the other and with full power of substitution, to execute,
deliver and file, for and on such person's behalf, and in such person's name and capacity or capacities as stated
below, any amendment, exhibit or supplement to this Registration Statement, making such changes in the
Registration Statement as such attorney-in-fact deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and Power of
Attorney have been signed on April 19, 2002 by the following persons in the capacities indicated.
Signature Capacity
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/s/ John R. Horne
-------------------------------------------------- Chairman, President and
John R. Horne Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Robert C. Lannert
-------------------------------------------------- Executive Vice President and
Robert C. Lannert Chief Financial Officer and Director
(Principal Financial Officer)
/s/ Mark T. Schwetschenau
-------------------------------------------------- Vice President and Controller
Mark T. Schwetschenau (Principal Accounting Officer)
/s/ Y. Marc Belton
-------------------------------------------------- Director
Y. Marc Belton
/s/ John D. Correnti
-------------------------------------------------- Director
John D. Correnti
/s/ Jerry E. Dempsey
-------------------------------------------------- Director
Jerry E. Dempsey
/s/ Abbie J. Griffin
-------------------------------------------------- Director
Dr. Abbie J. Griffin
/s/ Michael N. Hammes
-------------------------------------------------- Director
Michael N. Hammes
/s/ Allen J. Krowe
-------------------------------------------------- Director
Allen J. Krowe
/s/ David McAllister
-------------------------------------------------- Director
David McAllister
/s/ Southwood J. Morcott
-------------------------------------------------- Director
Southwood J. Morcott
/s/ William F. Patient
-------------------------------------------------- Director
William F. Patient
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INDEX TO EXHIBITS
Exhibit Number Description Sequentially Numbered Page
5.1 Opinion of Robert A. Boardman with E-1
respect to the legality of the Filed herewith electronically
shares of the Common Stock being
registered.
10.1 Navistar 1998 Non-Employee Director E-4
Stock Option Plan, as amended. Filed herewith electronically
23.1 Consent of Deloitte & Touche LLP E-3
Filed herewith electronically
23.2 Consent of Robert A. Boardman E-1
(included in opinion filed as
Exhibit 5.1)
24.1 Powers of Attorney (included on the 5
signature page of this Registration
Statement)
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