-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KzRV+DK3bzgEobeaKeLVQ7H8wDasLcotQ748N4hHwDrDtSaXQYSKeredpNLpJcfa bgGZhgGypaNnXgHqaSZMSA== 0000048305-97-000009.txt : 19970630 0000048305-97-000009.hdr.sgml : 19970630 ACCESSION NUMBER: 0000048305-97-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970626 EFFECTIVENESS DATE: 19970626 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HONEYWELL INC CENTRAL INDEX KEY: 0000048305 STANDARD INDUSTRIAL CLASSIFICATION: AUTO CONTROLS FOR REGULATING RESIDENTIAL & COMML ENVIRONMENT [3822] IRS NUMBER: 410415010 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30121 FILM NUMBER: 97630788 BUSINESS ADDRESS: STREET 1: HONEYWELL PLZ STREET 2: 2701 4TH AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55408 BUSINESS PHONE: 6129511000 MAIL ADDRESS: STREET 1: PO BOX 524 CITY: MINEAPOLIS STATE: MN ZIP: 55440-0524 FORMER COMPANY: FORMER CONFORMED NAME: MINNEAPOLIS HONEYWELL REGULATOR CO DATE OF NAME CHANGE: 19670213 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on June 26, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------- HONEYWELL INC. (Exact name of registrant as specified in its charter) -------------- Delaware 41-0415010 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) HONEYWELL EMPLOYEE STOCK AND INCENTIVE PLAN (Full title of the plan) Honeywell Plaza Minneapolis, Minnesota 55408 (612) 951-1000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Edward D. Grayson Vice President and General Counsel Honeywell Plaza Minneapolis, Minnesota 55408 (612) 951-0660 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------------
CALCULATION OF REGISTRATION FEE ================================================================================================= Proposed Maximum Proposed maximum Title of Securities Amount to be offering price per aggregate offering Amount of to be registered registered unit price registration fee - ------------------------------------------------------------------------------------------------- Honeywell Inc. Common Stock par value $1.50 2,000,000 per share shares $77.156* $154,312,000* $46,761.21 =================================================================================================
* Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457 under the Securities Act of 1933. Approximate Date of Proposed Sale to the Public: From time to time after June 17, 1998. EXPLANATORY NOTE As permitted by the rules of the Securities and Exchange Commission, this Registration Statement omits the information specified in Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3: Incorporation of Documents by Reference The registrant hereby incorporates the following documents by reference into this Registration Statement: (a) Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. (b) Registrant's Quarterly Report on Form 10-Q for the period ended March 30, 1997 and all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the Annual Report referred to in (a) above. (c) (i) Description of the Common Stock contained in Form 10 Registration Statement dated May, 1935, and all amendments thereto. (ii) Description of Preferred Stock Purchase Rights on Form 8-A Registration Statement dated March 4, 1996 All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all such 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. Item 4: Description of Securities Not Applicable. Item 5: Interests of Named Experts and Counsel None. Item 6: Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law contains detailed provisions for indemnification of directors and officers of Delaware corporations against expenses, judgments, fines and settlements in connection with litigation. Article Seventh (h) of the Registrant's Restated Certificate of Incorporation provides that a director shall not be personally liable to the Registrant or its stockholders for monetary damages for a breach of fiduciary duty as a director, except for liability provided by applicable law (i) for breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under the Delaware statutory provision making directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions, or (iv) for any transaction for which the director derived an improper personal benefit. Section 17 of the Registrant's Bylaws and the Registrant's Directors' and Officers' Liability Insurance Policy provide for indemnification of the directors and officers of the Registrant against certain liabilities. Item 7: Exemption from Registration Claimed Not Applicable. Item 8: Exhibits 4 Rights Agreement between Honeywell Inc. and Chemical Mellon Shareholder Services L.L.C., as Rights Agent, dated as of January 16, 1996 is hereby incorporated by reference to Exhibit 4 to Honeywell's Current Report on Form 8-K dated January 31, 1996. 5 Opinion and consent of Warren E. Simpson regarding legality of securities being registered. 23 Independent Auditors' Consent. 24 Powers of Attorney. Item 9: Undertakings (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; (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 (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. (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. (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. (h) 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 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 Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, June 25, 1997. HONEYWELL INC. (Registrant) By: /s/ E. D. Grayson --------------------------------------- Edward D. Grayson Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title --------- ----- M. R. BONSIGNORE Chairman of the Board, Chief Executive Officer and Director (principal executive officer) L. W. STRANGHOENER Vice President and Chief Financial Officer (principal financial officer) P. M. PALAZZARI Vice President and Controller (principal accounting officer) A. J. BACIOCCO, JR. Director E. E. BAILEY Director W. H. DONALDSON Director R. D. FULLERTON Director J. J. HOWARD III Director B. E. KARATZ Director A. B. RAND Director S. G. ROTHMEIER Director M. W. WRIGHT Director By: /s/ E. D. Grayson ---------------------------------- Edward D. Grayson Attorney-in-Fact Date: June 25, 1997 EX-5 2 Exhibit 5 --------- June 25, 1997 Honeywell Inc. Honeywell Plaza Minneapolis, Minnesota 55408 Gentlemen: Reference is made to the Registration Statement on Form S-8 which Honeywell Inc. (`Honeywell') is filing with the Securities and Exchange Commission to register, pursuant to the Securities Act of 1933, 2,000,000 shares of Honeywell Common Stock issuable upon the exercise of options to be granted under the Honeywell Employee Stock and Incentive Plan (the `Plan'). I have examined such records, documents and matters of law and have satisfied myself as to such matters of fact as I have considered relevant for the purposes of this opinion. Based upon the foregoing, I am of the opinion that: . The Honeywell Common Stock to be issued upon the exercise of options granted pursuant to the Plan will, upon issuance pursuant to the terms of the Plan, be legally issued, fully paid and nonassessable. I hereby consent to the use of this opinion as an exhibit to said Registration Statement. By: /s/ Warren E. Simpson ----------------------------- Warren E. Simpson Senior Counsel EX-23 3 Exhibit 23 ---------- INDEPENDENT AUDITORS' CONSENT HONEYWELL INC. We consent to the incorporation by reference in this Registration Statement for the Honeywell Employee Stock and Incentive Plan of Honeywell Inc. on Form S-8 of our report dated February 12, 1997, appearing in the Annual Report on Form 10-K of Honeywell Inc. for the year ended December 31, 1996. DELOITTE & TOUCHE LLP Minneapolis, Minnesota June 23, 1997 EX-24 4 Exhibit 24 ---------- Page 1 of 2 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, That the undersigned director of Honeywell Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson, James T. Porter and Kathleen M. Gibson, with full power to act without the other, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 and any or all amendments or post-effective amendments thereto, relating to the offering by Honeywell Inc. of shares of its common stock to employees of Honeywell Inc., its subsidiaries and affiliates, pursuant to the 1997 Honeywell Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, and the country specific plans adopted pursuant to the Honeywell International Employee Stock Purchase Program, in the amounts of 7,500,000, 2,000,000, and 350,000 (in the aggregate for all country specific plans), respectively, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and to file the same with such state commissions and other agencies as necessary, granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary 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 each such attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed on the 17th day of June, 1997, by the following director. By: /s/ M. R. Bonsignore By: /s/ J. J. Howard III ------------------------------- ------------------------------- Michael R. Bonsignore James J. Howard III By: /s/ A. J. Baciocco, Jr. By: /s/ B. E. Karatz ------------------------------- ------------------------------- Albert J. Baciocco, Jr. Bruce E. Karatz By: /s/ E. E. Bailey By: /s/ A. B. Rand ------------------------------- ------------------------------- Elizabeth E. Bailey A. Barry Rand By: /s/ W. H. Donaldson By: /s/ S. G. Rothmeier ------------------------------- ------------------------------- William H. Donaldson Steven G. Rothmeier By: /s/ R. D. Fullerton By: /s/ M. W. Wright ------------------------------- ------------------------------- R. Donald Fullerton Michael W. Wright Exhibit 24 ---------- Page 2 of 2 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, That the undersigned officer of Honeywell Inc., a Delaware corporation, constitutes and appoints each of Edward D. Grayson, James T. Porter and Kathleen M. Gibson, with full power to act without the other, as his true and lawful attorney-in-fact and agent with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 and any or all amendments or post-effective amendments thereto, relating to the offering by Honeywell Inc. of shares of its common stock to employees of Honeywell Inc., its subsidiaries and affiliates, pursuant to the 1997 Honeywell Stock and Incentive Plan, the Honeywell Employee Stock and Incentive Plan, and the country specific plans adopted pursuant to the Honeywell International Employee Stock Purchase Program, in the amounts of 7,500,000, 2,000,000, and 350,000 (in the aggregate for all country specific plans), respectively, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and to file the same with such state commissions and other agencies as necessary, granting unto each such attorney-in - -fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed on the 17th day of June, 1997, by the following officer. By: /s/ P. M. Palazzari By: /s/ L. W. Stranghoener ------------------------------- ------------------------------- Philip M. Palazzari Lawrence W. Stranghoener -----END PRIVACY-ENHANCED MESSAGE-----