As filed with the Securities and Exchange Commission on May 31, 1996
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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Case Corporation
(Exact name of issuer as specified in its charter)
Issuer: Delaware Issuer: 76-0433811
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
700 State Street, Racine, Wisconsin 53404
(Address of Principal Executive Offices)
Case Corporation Equity Incentive Plan
(Full title of the Plan)
RICHARD S. BRENNAN
General Counsel and Secretary
Case Corporation
700 State Street
Racine, Wisconsin 53404
(Name and address of agent for service)
Telephone: (414) 636-6011
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of securities Amount to be offering aggregate Amount of
to be registered registered price per offering Registration
share* price* fee
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Common Stock of
Case Corporation,
par value $0.01 per
share 2,500,000 shares $50.75 $126,875,000 $43,750
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* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 and is based upon the average of the high and low
prices of the Common Stock as quoted for May 29, 1996 in The Wall Street
Journal.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Case Corporation ("Case" or the "Company") is registering securities of the
same class as other securities for which a registration statement filed on Form
S-8 relating to the Case Corporation Equity Incentive Plan is effective and the
contents of that registration statement (File No. 33-93298) are incorporated in
this registration statement by reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock to which this Registration Statement
applies has been passed upon by Kevin J. Hallagan, the Associate General
Counsel and Assistant Secretary of Case Corporation. Case Corporation has been
advised by Kevin J. Hallagan that at May 15, 1996, he owned 1,156 shares of
Case Common Stock and options to purchase 15,000 shares of Case Common Stock.
Item 6. Indemnification of Directors and Officers.
The contents of the registration statement previously filed for the Case
Corporation Equity Incentive Plan (File No. 33-93298) are incorporated in this
registration statement by reference.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Please refer to the Index to Exhibits attached hereto.
Item 9. Undertakings.
The contents of the registration statement previously filed for the Case
Corporation Equity Incentive Plan (File No. 33-93298) are incorporated in this
registration statement by reference.
SIGNATURES
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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Racine, State of Wisconsin, on May 31, 1996.
CASE CORPORATION
By: /s/ THEODORE R. FRENCH
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Theodore R. French
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------------------------- ------------------------------ ------------
/s/ JEAN-PIERRE ROSSO* Chairman, President, Chief May 31, 1996
- --------------------------- Executive Officer and
Jean-Pierre Rosso Director (Principal Executive
Officer)
/s/ THEODORE R. FRENCH Senior Vice President and May 31, 1996
- --------------------------- Chief Financial Officer
Theodore R. French (Principal Financial and
Accounting Officer)
/s/ MARK ANDREWS* Director May 31, 1996
- ---------------------------
Mark Andrews
/s/ JEFFERY T. GRADE* Director May 31, 1996
- ---------------------------
Jeffery T. Grade
/s/ KATHERINE M. HUDSON* Director May 31, 1996
- ---------------------------
Katherine M. Hudson
/s/ DANA G. MEAD* Director May 31, 1996
- ---------------------------
Dana G. Mead
/s/ GERALD ROSENFELD* Director May 31, 1996
- ---------------------------
Gerald Rosenfeld
/s/ THEODORE TETZLAFF* Director May 31, 1996
- ---------------------------
Theodore R. Tetzlaff
/s/ THOMAS N. URBAN* Director May 31, 1996
- ---------------------------
Thomas N. Urban
*By:/s/ KEVIN J. HALLAGAN
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Kevin J. Hallagan
Attorney-in-fact
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Exhibits
to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CASE CORPORATION
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
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4(a)(1) Certificate of Incorporation of Case Equipment Corporation
(Exhibit 3(a)(1) to Amendment No. 4 to Registration Statement
No. 33-78148). *
4(a)(2) Certificate of Amendment to Certificate of Incorporation of Case
Equipment Corporation (Exhibit 3(a)(4) to Registration Statement
No. 33-82158). *
4(b) By-Laws of Case Equipment Corporation as amended and restated on
June 15, 1994 (Exhibit 3(b) to Amendment No. 4 to Registration
Statement No. 33-78148). *
5 Opinion and consent of Kevin J. Hallagan, Associate General Counsel
and Assistant Secretary of Case Corporation.
23(a) Consent of Arthur Andersen LLP.
23(b) The consent of Kevin J. Hallagan is contained in the opinion filed
as Exhibit 5 to the Registration Statement.
24 Powers of Attorney.
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* Exhibit incorporated by reference.