As filed with the Securities and Exchange Commission on July 29, 2002
Registration Statement 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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CIT GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 65-1095289
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(State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number)
1211 Avenue of the Americas
New York, New York 10036
(Address of principal executive offices, including zip code)
CIT GROUP INC. LONG-TERM EQUITY COMPENSATION PLAN
(Full title of the plan)
Robert J. Ingato, Esq.
Executive Vice President and General Counsel
CIT Group Inc.
1211 Avenue of the Americas
New York, New York 10036
(212) 536-1390
(Name, address and telephone number of agent for service)
Copy to:
Robert P. Hardy, Esq.
Sidley Austin Brown & Wood LLP
787 Seventh Avenue
New York, New York 10019
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Calculation of Registration Fee
------------------------------------ ------------------ -------------------------- ------------------------- ------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Registration Fee
Registered Registered(1) Share(2) Price(2) (2)
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Common Stock, par 14,872,423 $60.55 $900,525,213 $82,848.32
value $.01 per share to be issued
under the CIT Group Inc. Long-Term
Equity Compensation Plan
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Common Stock, par
value $.01 per share to be issued
under the CIT Group Inc. Long-Term
Equity Compensation Plan 11,127,577 $18.10 $201,409,144 $18,529.64
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Total 26,000,000 $101,377.96
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(1) There are also registered hereby such indeterminate number of shares of
CIT Group Inc. common stock, par value $0.01 per share (the "Common Stock"),
as may become issuable by reason of any future stock split, stock dividend or
similar transaction affecting the Common Stock, pursuant to Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act"). No additional
registration fee is included for these shares.
(2) Pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act, the
proposed maximum offering price per share, the proposed maximum aggregate
offering price and the amount of the registration fee have been computed as
follows: (a) with respect to 14,872,423 shares of common stock as to which
outstanding options were granted prior to the date of this Registration
Statement, the registration fee is based on the weighted average exercise
price per share of $60.55 and (b) with respect to the 11,127,577 shares of
common stock to which options have not yet been granted prior to the date of
this Registration Statement the price per share was based on $18.10, the
average of the high and low prices for the Registrant's Common Stock reported
on the New York Stock Exchange on Wednesday July 24, 2002.
EXPLANATORY NOTE
This Registration Statement relates to the CIT Group Inc. Long-Term
Equity Compensation Plan (the "Plan") and the offer and sale of the Common
Stock of CIT Group Inc., a Delaware corporation (formerly known as Tyco
Capital Corporation and Tyco Acquisition Corp. XX (NV) and successor to The
CIT Group, Inc.) (the "Registrant"), pursuant to the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
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Item 2. Registrant Information and Employee Plan Annual Information*
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* 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 and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The Registrant hereby incorporates by reference the following documents
which have been previously filed and such documents shall be deemed to be a
part hereof:
(a) The Final Prospectus of the Registrant filed with the SEC on July 2, 2002
pursuant to Rule 424(b)(1) of Regulation C promulgated under the Securities
Act;
(b) CIT Group Inc. (Nevada)'s Transition Report on Form 10-K for the nine
months ended September 30, 2001;
(c) CIT Group Inc. (Nevada)'s Quarterly Reports on Form 10-Q for the quarter
ended December 31, 2001, filed with the SEC on February 14, 2002, and for the
quarter ended March 31, 2002, filed with the SEC on May 15, 2002, as amended
by Form 10-Q/A filed with the SEC on June 12, 2002;
(d) CIT Group Inc. (Nevada)'s Current Reports on Form 8-K filed with the SEC
on October 1, 2001, October 22, 2001, January 17, 2002, January 24, 2002,
February 7, 2002, February 22, 2002 and April 26, 2002;
(e) The Registrant's Current Reports on Form 8-K filed with the SEC on July 10,
2002, July 15, 2002 and July 25, 2002; and
(f) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the SEC on June 26, 2002,
pursuant to Section 12(g) of the Securities Act of 1934, as amended (the
"Exchange Act"), including any amendments or reports filed for the purpose of
updating such description and which description is incorporated by reference
from the Registrant's Registration Statement on Form S-1 (File No. 333-86910).
All documents filed by the Registrant pursuant to Section 13(a), Section
13(c), Section 14 and Section 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement that 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 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.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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Under Section 145 of the General Corporation Law of the State of
Delaware, the Registrant has powers to indemnify its directors and officers
against liabilities that they may incur in such capacities, including
liabilities under the Securities Act. Both the Registrant's By-Laws
("By-Laws") and Certificate of Incorporation provide for mandatory
indemnification of its directors and officers to the fullest extent
permissible under Delaware law. Article IX of the By-Laws provide that
directors and officers of the Registrant shall be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the director or officer in connection with
an action, suit or proceeding in which the director or officer has been made
or is threatened to be made a party, if the director or officer acted in good
faith and in a manner which the director or officer reasonably believed to be
in or not opposed to the best interests of the Registrant, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe the
director's or officer's conduct was unlawful. In addition, directors and
officers shall be indemnified in any action by or in the right of the
Registrant if the director or officer acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the Registrant; provided, that no indemnification shall be made in respect of
any claim, issue or matter as to which such director or officer 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 that,
despite the adjudication of liability but in view of all the circumstances of
the case, such director or officer is fairly and reasonably entitled to
indemnity for expenses that the court shall deem proper.
Further, the By-Laws provide that no indemnification shall be provided by
the Registrant to any person, unless it is determined that indemnification is
proper because the person has met the applicable standard of conduct. Such
determination shall be made (1) by a majority vote of the directors who were
not parties to such action, suit or proceeding, even though less than a
quorum, (2) by a committee of such directors designated by majority vote of
such directors, even though less than a quorum, (3) if such quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (4) by the
stockholders. To the extent, however, that the director or officer has been
successful on the merits or otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or matter
therein, such officer or director shall be indemnified against expenses
without such authorizations.
The By-Laws provide that expenses incurred in defending any action or
proceeding to which indemnification may be available may be advanced by the
Registrant upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the Registrant.
Under the By-Laws, the Registrant may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted
against him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the Registrant has the power
or obligation to indemnify him or her against such liability under the
By-Laws.
In addition, Article Ninth of the Certificate of Incorporation of the
Registrant provides that each person who is or was a director or officer of
the Registrant shall be indemnified by the Registrant to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as the same
may be amended (but, if permitted by applicable law, in the case of any
amendment, only to the extent that such amendment permits the Registrant to
provide broader indemnification rights than permitted prior to such
amendment).
The Registrant has in effect insurance policies in the amount of $110
million for general officers' and directors' liability insurance and $30
million for fiduciary liability insurance covering all of the Registrant's
directors and officers in certain instances where by law they may not be
indemnified by the Registrant.
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Item 7. Exemption From Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The following exhibits are filed as part of this Registration Statement:
Exhibit
No. Description of Document
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4.1 Certificate of Incorporation. Filed as Exhibit 3.1 to Amendment No.
3 to the Registrant's Registration Statement on Form S-1 (File No.
333-86910) and incorporated herein by reference.
4.2 By-Laws. Filed as Exhibit 3.3 to Amendment No. 3 to the Registrant's
Registration Statement on Form S-1 (File No. 333-86910) and
incorporated herein by reference.
4.3 CIT Group Inc. Long-Term Equity Compensation Plan (effective as of
June 1, 2002).
5.1 Opinion of Sidley Austin Brown & Wood LLP.
23.1 Consent of Pricewaterhousecoopers LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Pricewaterhousecoopers LLP.
23.4 Consent of Pricewaterhousecoopers LLP.
23.5 Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 5.1).
24.1 Powers of Attorney (included in Part II of the Registration
Statement under the caption "Signatures").
Item 9. Undertakings.
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(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 the volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the high or low end of the estimated maximum
offering range may be reflected in the form of a prospectus filed with
the SEC 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; and
(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 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 the Registration Statement;
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(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.
(b) The undersigned Registrant hereby 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 (and where applicable, each filing of an 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 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 of 1933, as amended,
CIT Group Inc. certifies that it has reasonable grounds to believe that it
meets all the requirements for filing this Registration Statement 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 this 24th day of July, 2002.
CIT GROUP INC.
(Registrant)
By: /s/ Joseph M. Leone
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Name: Joseph M. Leone
Title: Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned
constitutes and appoints Albert R. Gamper, Jr., Joseph M. Leone and Robert J.
Ingato and each of them singly, his or her true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments, including post-effective amendments, to this
Registration Statement (any of which amendments may make such changes and
additions to this Registration Statement as such attorneys-in-fact may deem
necessary or appropriate) and to file the same, with all exhibits thereto, and
any other documents that may be required in connection therewith, granting
unto said attorneys-in-fact and agents full power and authority to be done in
and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on this 24th day of July, 2002.
Name Title
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/s/ Albert R. Gamper Jr. President,
---------------------------------------------------------- Chief Executive Officer and Director
Albert R. Gamper, Jr.
/s/ Joseph M. Leone Executive Vice President
---------------------------------------------------------- and Chief Financial Officer
Joseph M. Leone (Principal Accounting and Financial Officer)
---------------------------------------------------------- Director
John S. Chen
/s/ William A. Farlinger
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William A. Farlinger Director
/s/ Thomas H. Kean
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Hon. Thomas H. Kean Director
/s/ Edward J. Kelly
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Edward J. Kelly, III Director
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Peter J. Tobin Director
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INDEX TO EXHIBITS
Exhibit
No. Description of Document
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4.1 Certificate of Incorporation. Filed as Exhibit 3.1 to Amendment No.
3 to the Registrant's Registration Statement on Form S-1 (File No.
333-86910) and incorporated herein by reference.
4.2 By-Laws. Filed as Exhibit 3.3 to Amendment No. 3 to the Registrant's
Registration Statement on Form S-1 (File No. 333-86910) and
incorporated herein by reference.
4.3 CIT Group Inc. Long-Term Equity Compensation Plan (effective as of
June 1, 2002).
5.1 Opinion of Sidley Austin Brown & Wood LLP.
23.1 Consent of Pricewaterhousecoopers LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Pricewaterhousecoopers LLP.
23.4 Consent of Pricewaterhousecoopers LLP.
23.5 Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 5.1).
24.1 Powers of Attorney (included in Part II of the Registration
Statement under the caption "Signatures").
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