As filed with the Securities and Exchange Commission on [o]
Registration Statement No. [o]
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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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MAGNA INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Province of Ontario, Canada Not Applicable
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
337 Magna Drive, Aurora
Ontario, Canada L4G 7K1
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(Address of principal executive offices, including zip code)
THE MAGNA GROUP OF COMPANIES RETIREMENT SAVINGS PLAN
(Full title of the plan)
CT Corporation System
1633 Broadway
New York, New York 10019
(212) 664-1666
(Name, address and telephone number of agent for service)
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Calculation of Registration Fee
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Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Proposed Maximum Amount of
Registered Registered(1)(2) Share(3) Aggregate Offering Price Registration Fee
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Class A Subordinate Voting 400,000 shares $72.53 $29,012,000 $3,414.71
Shares, without par value
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Interests in the Plan (4) N/A N/A N/A
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(1) The Class A Subordinate Voting Shares (the "Shares") being registered also
consist of Shares to be acquired in the open market.
(2) There are also registered hereby such indeterminate number of Shares as
may become issuable pursuant to anti-dilution provisions of the plan. No
additional registration fee is included for these shares.
(3) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
amount of the registration fee based upon the average of the high and low
prices reported for the shares on the New York Stock Exchange on September 6,
2005.
(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan described herein.
EXPLANATORY NOTE
This Registration Statement relates to The Magna Group of Companies
Retirement Savings Plan (the "Plan") and the offer and sale of the Shares of
Magna International Inc. (the "Registrant") pursuant to the Plan, together
with an indeterminate amount of interests in the Plan as may be purchased with
contributions under the Plan.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant
to Rule 424. These documents and the documents incorporated by reference in
this registration statement pursuant to Item 3 of Part II of this form taken
together constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The Registrant hereby incorporates the following documents herein by
reference:
(a) the Registrant's Annual Report on Form 40-F for the fiscal year ended
December 31, 2004, filed with the Commission on March 31, 2005;
(b) the Registrant's Current Reports on Form 6-K dated January 13, 2005,
February 2, 2005, February 7, 2005, February 10, 2005, March 2, 2005, March 8,
2005, March 31, 2005, March 31, 2005, April 1, 2005, April 4, 2005, April 5,
2005, May 13, 2005, August 10, 2005 and August 12, 2005;
(c) the description of the Registrant's Class A Subordinate Voting Shares
contained in the Registration Statement on Form F-4, filed with the Commission
on July 18, 2002 (Commission File Number 333-96719);
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act 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 incorporated herein by
reference 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 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 required.
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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Section 5.2 of the Registrant's general By-Law provides that the
Registrant shall indemnify a director, officer, former director, former
officer or a person who acts or acted at the Registrant's request as a
director or officer or other similar executive for another body corporate or
other organization of which the Registrant is or was a shareholder (or other
type of equity-holder) or creditor, and such person's heirs and legal
representatives,
3
against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director, officer or
other similar executive of such body corporate or other organization, to the
full extent permitted by law. The Registrant is authorized to enter into
agreements evidencing its indemnity in favor of the foregoing persons to the
full extent permitted by law and may purchase and maintain insurance against
the risk of its liability to indemnify pursuant to this provision.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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The following exhibits are filed as part of this Registration
Statement:
4.1 The Magna Group of Companies Retirement Savings Plan.
4.2 Articles of Arrangement and general By-Law of the Registrant, as
amended to date.
5.1 Opinion of Sidley Austin Brown & Wood LLP.
5.2 The Registrant hereby undertakes to cause the Plan Sponsor to submit
the Plan and any amendment thereto to the Internal Revenue Service
(the "IRS") in a timely manner after the effective date of this
Registration Statement, and to make all changes required by the IRS
in order to qualify the Plan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Sidley Austin Brown & Wood LLP (included as part of
Exhibit 5.1).
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 of 1933;
(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 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; 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 Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement;
4
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act
and will be governed by a final adjudication of such issue.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Town of Aurora, Province of Ontario, Canada,
as of this 9th day of September, 2005.
MAGNA INTERNATIONAL INC.
(Registrant)
By: /s/ Vincent J. Galifi
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Vincent J. Galifi
Executive Vice President and
Chief Financial Officer
By: /s/ Brian Colburn
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J. Brian Colburn
Executive Vice President,
Special Projects and
Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below hereby constitutes and appoints Vincent J. Galifi, Frank
Stronach and J. Brian Colburn, 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 on behalf of the Registrant and in the capacities indicated as of the
9th day of September, 2005.
Signature Title
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/s/ Donald J. Walker
------------------------ Co-Chief Executive Officer
Donald J. Walker
/s/ Siegfried Wolf
------------------------ Co-Chief Executive Officer
Siegfried Wolf and Director
/s/ Vincent J. Galifi
------------------------ Executive Vice President, Chief
Vincent J. Galifi Financial Officer
/s/ Patrick W. D. McCann
------------------------- Vice President and Controller
Patrick W.D. McCann
/s/ Frank Stronach
------------------------ Chairman of the Board
Frank Stronach
/s/ William H. Fike
------------------------ Director
William H. Fike
/s/ Manfred Gingl
------------------------ Director
Manfred Gingl
/s/ Michael D. Harris
------------------------ Director
Michael D. Harris
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/s/ Edward C. Lumley
----------------------- Director
Edward C. Lumley
----------------------- Director
Klaus Mangold
/s/ Donald Resnick
----------------------- Director
Donald Resnick
/s/ Royden R. Richardson
------------------------- Director
Royden R. Richardson
------------------------ Director
Franz Vranitzky
/s/ Mark Hogan
------------------------ President and
Mark Hogan Authorized U.S. Representative
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
as amended, the administrator of The Magna Group of Companies Retirement
Savings Plan has duly caused this Registration Statement on Form S-8 to be
signed on the Plan's behalf by the undersigned, thereunto duly authorized, in
the Town of Aurora, Province of Ontario, Canada, on this 9th day of September,
2005.
The Magna Group of Companies Retirement Savings Plan
By: Magna International of America, Inc, as Sponsor
By: /s/ Vincent J. Galifi
---------------------------------------------
Vincent J. Galifi
Executive Vice President and Chief Financial
Officer
By: /s/ J. Brian Colburn
----------------------------------------------
J. Brian Colburn
Executive Vice President, Special Projects and
Secretary
9
EXHIBIT INDEX
Exhibit
Number
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4.1 The Magna Group of Companies Retirement Savings Plan.
4.2 Articles of Arrangement and general By-Law of the Registrant, as amended
to date.
5.1 Opinion of Sidley Austin Brown & Wood LLP.
5.2 The Registrant hereby undertakes to cause the Plan Sponsor to submit
the Plan and any amendment thereto to the Internal Revenue Service
(the "IRS") in a timely manner after the effective date of this
Registration Statement, and to make all changes required by the IRS
in order to qualify the Plan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Sidley Austin Brown & Wood LLP (included as part of Exhibit
5.1).
E-1