As filed with the Securities and Exchange Commission on August 9, 2006
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT AND POST EFFECTIVE AMENDMENT NO. 1
TO REGISTRATION STATEMENT NO. 333-97275
UNDER THE SECURITIES ACT OF 1933
CIT GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 65-1051192
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
505 Fifth Avenue
New York, New York 10017
(Address of Principal Executive Offices, including Zip Code)
CIT GROUP INC. LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Robert J. Ingato, Esq.
Executive Vice President and General Counsel
505 Fifth Avenue
New York, New York 10017
Telephone: (212) 771-0505
(Name, address and telephone number of agent for service)
Copy to:
Kenneth J. Laverriere, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-8172
Calculation of Registration Fee
================================================================================
Calculation of Regisration Fee Proposed Proposed maximum
Amount maximum aggregate
Title of securities to be offering price offering price Amount of
to be registered registered per share registration fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value
Not previously registered 6,484,214 (1) $45.465 (2) $294,804,789.51 (2) $31,544.11 (2)
Not previously registered 1,015,786 (1) $47.45 (3) $48,199,045.70 (3) $5,157.30 (3)
Previously registered 23,959,604 (1) N/A (4) N/A (4) N/A (4)
-------------- ------- ------- -------
TOTAL 31,459,604 $343,003,835.21 $36,701.41
=========================================================================================================================
This registration statement on Form S-8 (this "Registration Statement") is (i) a
new registration statement and (ii) a Post-Effective Amendment No. 1 to CIT
Group Inc.'s (the "Registant") registration statement on Form S-8 (File No.
333-97275), as filed with the Securities and Exchange Commission (the
"Commission") on July 29, 2002 (the "Prior Registration Statement").
(1) Pursuant to the Prior Registration Statement, shares of the Registrant's
Common Stock were registered for issuance under the Long-Term Equity
Compensation Plan (the "Prior Plan"). This Registration Statement registers
7,500,000 shares of Common Stock, not previously registered, under the
Registrant's Long-Term Incentive Compensation Plan (the "Plan"). In
addition, this Registration Statement registers up to 23,959,604 shares of
Common Stock which were previously registered under the Prior Registration
Statement for offer or sale under the Prior Plan and which may be offered
or sold under the Plan (the "Carried Forward Shares"). The Carried Forward
Shares consist of (i) 4,006,172 shares of Common Stock remaining available
for issuance under the Prior Plan, but not underlying any outstanding stock
options or other awards under the Prior Plan as of July 27, 2006 and (ii)
19,953,432 shares of Common Stock allocable to outstanding stock options or
other awards under the Prior Plan as of July 27, 2006, to the extent that
on or after July 27, 2006 such stock options or other awards expire, are
forfeited or otherwise terminate without shares of Common Stock being
issued. Any shares of Common Stock previously registered under the Prior
Registration Statement and not utilized as Carried Forward Shares will
remain registered under the Prior Registration Statement. In addition,
pursuant to Rule 416(a) under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers any additional shares of the
Registrant's Common Stock that become issuable under the Plan and the Prior
Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without receipt of consideration that
increases the number of outstanding shares of the Registrant's Common
Stock.
(2) Pursuant to Rule 457(c) and 457(h) under the Securities Act, the Proposed
Maximum Offering Price Per Share as to the 6,484,214 shares of Common Stock
registered with respect to awards granted under the Plan is based on the
average of the high and low prices of the Registrant's Common Stock
reported on the New York Stock Exchange on August 2, 2006 and is estimated
solely for the purpose of calculating the registration fee.
(3) Pursuant to Rule 457(h) under the Securities Act, the Proposed Maximum
Offering Price Per Share and the Proposed Maximum Aggregate Offering Price
for the 1,015,786 shares available under the Plan subject to currently
outstanding options are based on the per share weighted average exercise
price of the options of $47.45.
(4) The Carried Forward Shares were previously registered under the Prior
Registration Statement. As a result, no filing fee with respect to those
shares is required in accordance with Interpretation 89 under Section G of
the Securities and Exchange Commission Division of Corporate Finance Manual
of Publicly Available Telephone Interpretations (July 1997) and Instruction
E to the General Instructions to Form S-8. The Post-Effective Amendment to
the Prior Registration Statement is filed here to reallocate the Carried
Forward Shares from the Prior Registration Statement and to carry over the
registration fees paid for the Carried Forward Shares from the Prior
Registration Statement.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
The Registrant has filed this Registration Statement to register under the
Securities Act of 1933 (the "Securities Act") the offer and sale of 7,500,000
shares of Common Stock, par value $0.01 per share, of the Registrant, not
previously registered, and up to 23,959,604 shares of Common Stock, par value
$0.01 per share, of the Registrant, which were previously registered (as further
described below), pursuant to the Prior Plan. This Registration Statement is (i)
a new Registration Statement and (ii) a Post-Effective Amendment No. 1 to the
Prior Registration Statement. There are 23,959,604 shares of the Registrant's
Common Stock registered hereby that were previously registered for issuance
under the Prior Registration Statement for offer and sale pursuant to the Prior
Plan.
On March 22, 2006, the Board of Directors adopted, subject to shareholder
approval, the Plan. On May 4, 2006, the Plan was approved by the shareholders at
the Registrant's annual meeting of shareholders. The Registrant desires to have
the shares of Common Stock registered hereunder and issuable pursuant to the
Plan to include those shares of Common Stock described above whose offer and
sale were registered under the Prior Registration Statement. The shares carried
over from the Prior Registration Statement are no longer available for the grant
of new awards under the Prior Plan. This Registration Statement registers
7,500,000 shares of Common Stock not previously registered under the Plan. In
addition, this Registration Statement registers up to 23,959,604 shares of
Common Stock which were previously registered under the Prior Registration
Statement for offer or sale under the Prior Plan and which may be offered or
sold under the Plan (the "Carried Forward Shares"). The Carried Forward Shares
consist of (i) 4,006,172 shares of Common Stock remaining available for issuance
under the Prior Plan, but not underlying any outstanding stock options or other
awards under the Prior Plan as of July 27, 2006 and (ii) 19,953,432 shares of
Common Stock allocable to outstanding stock options or other awards under the
Prior Plan as of July 27, 2006, to the extent that on or after July 27, 2006
such stock options or other awards expire, are forfeited or otherwise terminate
without shares of Common Stock being issued. Any shares of Common Stock
previously registered under the Prior Registration Statement and not utilized as
Carried Forward Shares will remain registered under the Prior Registration
Statement. Pursuant to Rule 416(a) of the Securities Act, this Registration
Statement also covers any additional shares of the Registrant's Common Stock
that become issuable under the Plan and the Prior Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without receipt of consideration that increases the number of outstanding shares
of the Registrant's Common Stock.
In accordance with the Interpretation 89 under Section G of the Securities
and Exchange Commission Division of Corporate Finance Manual of Publicly
Available Telephone Interpretations (July 1997) and Instruction E to the General
Instructions to Form S-8: (a) the Registrant is (i) carrying over the Carried
Forward Shares from the Prior Registration Statement, and (ii) registering the
offer and sale of 7,500,000 new shares of Common Stock, of which all 31,459,604
shares may be offered and sold under the Plan pursuant to this Registration
Statement; (b) the registration fee allocable to the Carried Forward Shares paid
in connection with the Prior Registration Statement is carried over in this
Registration Statement; and (c) the Prior Registration Statement is being
amended on a post-effective basis to disclose the number of shares of Common
Stock which are being carried forward from the Prior Registration Statement to
this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information. *
_____________
* 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates by reference in this Registration Statement the
following documents filed by the Registrant with the Commission:
(a) The Registrant's annual report on Form 10-K filed for the period ended
December 31, 2005 (filed March 6, 2006), as amended on Form 8-K (filed May 31,
2006);
(b) The Registrant's quarterly reports on Form 10-Q for the quarterly
periods ended March 31, 2006 (filed May 8, 2006) and June 30, 2006 (filed August
7, 2006);
(c) The Registrant's current reports on Form 8-K filed on January 18, 2006,
January 20, 2006, January 25, 2006, January 26, 2006, February 8, 2006, February
9, 2006, February 10, 2006, February 16, 2006, February 27, 2006, March 1, 2006,
March 2, 2006, March 15, 2006, March 27, 2006, March 28, 2006, March 29, 2006,
April 19, 2006, April 25, 2006, April 27, 2006, May 8, 2006, May 11, 2006, May
15, 2006, May 24, 2006, May 31, 2006, June 6, 2006, June 8, 2006, July 14, 2006,
July 19, 2006, July 24, 2006, July 25, 2006, July 27, 2006, August 3, 2006, and
August 8, 2006; and
(d) 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 Exchange 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).
In addition, all reports and other documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered have been sold or which deregisters 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
in any other subsequently filed document that 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
Not required.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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 provides 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 $150
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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See attached Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(2) 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; and
(3) 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)(i)(1) and (a)(i)(2) above do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement;
(ii) 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
(iii) 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 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 the 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.
SIGNATURE
Pursuant to the requirements of the Securities Act, 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 City of New York, State of New
York, on this 9th day of August 2006.
CIT GROUP INC.
By: /s/ William J. Taylor
--------------------------------------------
Name: William J. Taylor
Title: Executive Vice President & Controller
(Chief Accounting Officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby severally and individually
constitutes and appoints Joseph M. Leone, Robert J. Ingato, 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, and all instruments
necessary or advisable in connection therewith and to file the same with the
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 on August 9, 2006 by the following persons in the
respective capacities indicated below.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on August 9, 2006 by the following persons in
the respective capacities indicated below.
Signature Title
--------- -----
/s/ Jeffrey M. Peek
-------------------------------------- Chairman and Chief Executive Officer
Jeffrey M. Peek (Principal Executive Officer)
/s/ Joseph M. Leone
-------------------------------------- Vice Chairman and Chief Financial Officer
Joseph M. Leone (Principal Financial Officer)
/s/ William J. Taylor
-------------------------------------- Executive Vice President, Controller and
William J. Taylor Principal Accounting Officer (Principal
Accounting Officer)
/s/ Gary C. Butler
-------------------------------------- Director
Gary C. Butler
/s/ William M. Freeman
-------------------------------------- Director
William M. Freeman
-------------------------------------- Director
Hon. Thomas H. Kean
/s/ Marianne Miller Parrs
-------------------------------------- Director
Marianne Miller Parrs
/s/ Timothy M. Ring
-------------------------------------- Director
Timothy M. Ring
/s/ Vice Admiral John Ryan
-------------------------------------- Director
Vice Admiral John Ryan
/s/ Seymour Sternberg
-------------------------------------- Director
Seymour Sternberg
/s/ Peter J. Tobin
-------------------------------------- Director
Peter J. Tobin
/s/ Lois M. Van Deusen
-------------------------------------- Director
Lois M. Van Deusen
EXHIBIT INDEX
Exhibit Name of Exhibit
No. ---------------
---
3.1 Second Restated Certificate of Incorporation of the Company
(incorporated by reference to the Registrant's Form 10-Q filed
on August 12, 2003).
3.2 Amended and Restated By-laws of the Company (incorporated by
reference to the Registrant's Form 10-Q filed on August 12,
2003).
4.1 CIT Group Inc. Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Registrant's 8-K filed on May
15, 2006 (File No. 001-31369)).
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 in Part II of the Registration
Statement under the caption "Signatures").
-----------------
* Filed herewith