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 1994 PERFORMANCE INCENTIVE PLAN, AS AMENDED
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NAVISTAR INTERNATIONAL CORPORATION
1998 INTERIM STOCK PLAN
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NAVISTAR 1998 SUPPLEMENTAL STOCK PLAN, AS AMENDED AND
SUPPLEMENTED BY THE RESTORATION STOCK OPTION PROGRAM
(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 registration fee
share (2) price
---------------------------- ------------------ ------------------------- ---------------------- -------------------
Common Stock, par value 2,500,000 $42.49 $106,225,000 $9,772.70
$0.10, and associated shares(3)
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 1994 Performance Incentive Plan, as amended, the Navistar International
Corporation 1998 Interim Stock Plan and the Navistar 1998 Supplemental Stock Plan, as amended and supplemented by the
Restoration Stock Option Program.
STATEMENT UNDER GENERAL INSTRUCTION E -
REGISTRATION OF ADDITIONAL SECURITIES
The registrant, Navistar International Corporation (the "Registrant"), previously filed a registration statement on Form
S-8 with the Securities and Exchange Commission on May 5, 1999 (SEC File No. 333-77781) in connection with the registration of an
aggregate of 6,000,000 shares of Common Stock to be issued under the Navistar 1994 Performance Incentive Plan, the Navistar
International Corporation 1998 Interim Stock Plan and the Navistar 1998 Supplemental Stock Plan.
Pursuant to General Instruction E of Form S-8, this Registration Statement is filed by the Registrant solely to register
an additional 2,500,000 shares of the Registrant's Common Stock for issuance under Navistar 1994 Performance Incentive Plan, as
amended, the Navistar International Corporation 1998 Interim Stock Plan and the Navistar 1998 Supplemental Stock Plan, as amended
and supplemented by the Restoration Stock Option Program. Pursuant to General Instruction E of Form S-8, the contents of the
previously filed registration statement on Form S-8 (SEC File No. 333-77781) are hereby incorporated by reference into this
Registration Statement.
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 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) All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such 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 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.
1
Item 8. Exhibits.
Exhibit Number Description Sequentially Numbered Page
-------------- ----------- --------------------------
5.1 Opinion of Robert A. Boardman with respect E-1
to the legality of the shares of the Common Filed herewith electronically
Stock being registered.
10.1 Navistar 1994 Performance Incentive Plan, as Incorporated herein by reference to
amended Exhibit 10.31 of the Registrant's
Quarterly Report on Form 10-Q for the
quarter ending January 31, 2002
10.2 Navistar 1998 Supplemental Stock Plan, as Incorporated herein by reference to
amended and supplemented by the Restoration Exhibit 10.32 of the Registrant's
Stock Option Program Quarterly Report on Form 10-Q for the
quarter ending January 31, 2002
23.1 Consent of Deloitte & Touche LLP E-3
Filed herewith electronically
23.2 Consent of Robert A. Boardman (included in E-1
opinion filed as Exhibit 5.1)
24.1 Powers of Attorney (included on the 4
signature page of this Registration
Statement)
2
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)
3
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 respect E-1
to the legality of the shares of the Common Filed herewith electronically
Stock being registered.
10.1 Navistar 1994 Performance Incentive Plan, as Incorporated herein by reference to
amended Exhibit 10.31 of the Registrant's
Quarterly Report on Form 10-Q for the
quarter ending January 31, 2002
10.2 Navistar 1998 Supplemental Stock Plan, as Incorporated herein by reference to
amended and supplemented by the Restoration Exhibit 10.32 of the Registrant's
Stock Option Program Quarterly Report on Form 10-Q for the
quarter ending January 31, 2002
23.1 Consent of Deloitte & Touche LLP E-3
Filed herewith electronically
23.2 Consent of Robert A. Boardman (included in E-1
opinion filed as Exhibit 5.1)
24.1 Powers of Attorney (included on the 4
signature page of this Registration
Statement)
5