Registration Statement No. 333-
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UNITED STATES
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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CIT GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 65-1051192
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
1 CIT Drive
Livingston, New Jersey 07039
(Address of principal executive offices, including zip code)
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CIT GROUP INC. DEFERRED COMPENSATION PLAN
(Full title of the plan)
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Robert J. Ingato, Esq.
Executive Vice President and General Counsel
CIT Group Inc.
1 CIT Drive
Livingston, New Jersey 07039
(973) 740-5000
(Name, address and telephone number of agent for service)
Copy to:
Linda E. Rappaport, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
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Calculation of Registration Fee
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Amount to be Proposed maximum offering Proposed maximum Amount of
Title of securities to be registered registered price per obligation aggregate offering registration
price (2) fee
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Deferred Compensation Obligations (1) $10,000,000 100% $10,000,000 $1,267
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(1) The Deferred Compensation Obligations are unsecured obligations of CIT Group
Inc. to pay deferred compensation in the future in accordance with the terms
of the CIT Group Inc. Deferred Compensation Plan.
(2) Estimated solely for the purpose of determining the registration fee.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "SEC") are incorporated by reference in this registration statement:
(a) The registrant's annual report on Form 10-K for the year ended December
31, 2003 (File No. 001-31369);
(b) The registrant's quarterly reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 2004 (File No. 001-31369); and
(c) The description of the registrant's common stock contained in the
registrant's registration statement on Form S-3 (Registration No.
333-119172), first filed on September 21, 2004.
All documents that the registrant files pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after
the date of this registration statement, but before the registrant files a
post-effective amendment to this registration statement that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the respective dates of
filing 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 in any other subsequently filed document which also is or is
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.
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* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933, and the "Note" to Part I of Form S-8.
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Item 4. Description of Securities.
Under the CIT Group Inc. Deferred Compensation Plan (the "Plan"), the
registrant will provide participants in the Plan ("Participants") with the
opportunity to elect to defer payment of a portion of their base pay and certain
incentive payments. The registrant's obligations under the Plan (the
"Obligations") will be unsecured general obligations to pay the deferred
compensation in the future in accordance with the terms of the Plan. Payment of
the Obligations will be made directly either from the general funds of the
registrant or a "rabbi trust" created by the registrant for the purpose of
informally funding the Plan. No special or separate fund will be established and
no other segregation of assets will be made to assure payment. Participants may
not transfer or assign, or subject to alienation, anticipation, sale, pledge,
encumbrance, garnishment, attachment, levy, execution or other legal or
equitable process, nor subject to the debts, contracts, liabilities or
engagements, or torts of any Participant, any right, title or interest in the
Plan. Payment rights under the Obligations will be no greater than the right of
an unsecured general creditor of the registrant.
The amount of compensation to be deferred by each Participant will be
determined in accordance with the Plan based on the elections by each
Participant. Obligations will be payable upon separation from service (in a lump
sum or up to fifteen annual installments), commencing in a specified calendar
year (in a lump sum or up to five annual installments), or otherwise in
accordance with the terms of the Plan. The payment amount under the Obligations
will be determined in accordance with the terms of the Plan based on the amount
of compensation deferred by the Participant and the Participant's deemed
investment elections. Obligations will be deemed to be invested in one or more
investment alternatives chosen by the Participant from a menu provided by the
registrant, and will be adjusted to reflect the positive or negative investment
experience of the investment. Obligations do not represent any ownership right
with respect to investment alternatives. The registrant is not required to make
actual investments corresponding to investment alternatives and has the sole and
exclusive authority to invest any or all amounts deferred under the Plan in any
manner, regardless of the Participant's elections.
The Plan is administered by the Employee Benefits Plan Committee of the
registrant, which has the authority, inter alia, to construe and interpret the
Plan its sole and absolute discretion and to provide rule and regulations
relating to the administration of the Plan. Modifications to the Plan must be
approved by the Compensation Committee of the registrant's Board of Directors.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
in summary, that directors and officers of Delaware corporations are entitled,
under certain circumstances, to be indemnified against all expenses and
liabilities (including attorneys' fees) incurred by them as a result of suits
brought against them in their capacity as a director or officer, if they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to registrant's interests, and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful; provided that no indemnification may be made against expenses in
respect of any claim, issue or matter as to which they shall have been adjudged
to be liable to the registrant, unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, they are fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper. Any such indemnification may be made by the
registrant only as authorized in each specific case upon a determination by the
stockholders, disinterested director or independent legal counsel that
indemnification is proper because the indemnitee has met the applicable standard
of conduct.
The registrant's certificate of incorporation and by-laws provide that the
registrant will indemnify its directors and officers to the fullest extent
permitted by law and that no director shall be liable for monetary damages to
the registrant or the stockholders for any breach of fiduciary duty, except to
the extent provided by applicable law (1) for any breach of the director's duty
of loyalty to the registrant or the stockholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (3) pursuant to Section 174 of the DGCL or (4) for any transaction from
which such director derived an improper personal benefit. In addition, the
registrant maintains liability insurance for directors and officers.
For information concerning the registrant's undertaking to submit to
adjudication the issue of indemnification for violation of the securities laws,
see Item 9 hereof.
Item 7. Exemption From Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description of Document
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4.1 CIT Group Inc. Deferred Compensation Plan
5.1 Opinion of Shearman & Sterling LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Shearman & Sterling LLP (included in
Exhibit 5.1)
24.1 Powers of Attorney (included on signature page)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 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 such 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; and
(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.
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(b) The registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
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.
(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 SEC 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 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 a final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all 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 Township of
Livingston, State of New Jersey, on November 24, 2004.
CIT GROUP INC.
By: /s/ Joseph M. Leone
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Name: Joseph M. Leone
Title: Vice Chairman and
Chief Financial Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby severally and individually
constitutes and appoints Joseph M. Leone, Eric S. Mandelbaum and James P.
Shanahan, and each of them severally, the true and lawful attorneys and agents
of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments
(including post-effective amendments) to this registration statement on Form S-8
and any subsequent registration statement filed by the registrant pursuant to
Rule 462(b) of the Securities Act which relates to this registration statement,
and all instruments necessary or advisable in connection therewith and to file
the same with the Securities and Exchange Commission, each of said attorneys and
agents to have the power to act with or without the others and to have full
power and authority to do and perform in the name and on behalf of each of the
undersigned every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any of the undersigned
might or could do in person, and we hereby ratify and confirm our signatures as
they may be signed by our said attorneys and agents or each of them to any and
all such amendments and instruments. This Power of Attorney has been signed in
the respective capacities and on the respective dates indicated below.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated. Signature Capacity Date
Signature Capacity Date
/s/ Jeffrey M. Peek President, Chief Executive Officer
--------------------------------- and Director (Principal Executive November 19, 2004
Jeffrey M. Peek Officer)
/s/ Joseph M. Leone Vice Chairman and Chief Financial
--------------------------------- Officer (Principal Financial November 24, 2004
Joseph M. Leone Officer)
/s/ William J. Taylor Executive Vice President and
--------------------------------- Controller (Principal Accounting November 30, 2004
William J. Taylor Officer)
/s/ Albert R. Gamper, Jr. Chairman of the Board November 18, 2004
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Albert R. Gamper, Jr.
/s/ Gary C. Butler Director November 22, 2004
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Gary C. Butler
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/s/ William A. Farlinger Director November 19, 2004
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William A. Farlinger
/s/ William M. Freeman Director November 18, 2004
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William M. Freeman
/s/ Hon. Thomas H. Kean Director November 18, 2004
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Hon. Thomas H. Kean
/s/ Edward J. Kelly, III Director November 29, 2004
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Edward J. Kelly, III
/s/ Marianne Miller Parrs Director November 22, 2004
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Marianne Miller Parrs
/s/ John R. Ryan Director November 21, 2004
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John R. Ryan
/s/ Peter J. Tobin Director November 18, 2004
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Peter J. Tobin
/s/ Lois M. Van Deusen Director November 19, 2004
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Lois M. Van Deusen
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