-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rbOhe/2QOvs8tUOfqQPJPhXI+Ztdi8IZAn9PXYCPeD5KsRhSUX9CQXKksXCeMK9p U4V5RkjWpVQ5V0CuK7TUmg== 0000912057-95-003911.txt : 19950517 0000912057-95-003911.hdr.sgml : 19950517 ACCESSION NUMBER: 0000912057-95-003911 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950516 EFFECTIVENESS DATE: 19950604 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: 033-59355 FILM NUMBER: 95540193 BUSINESS ADDRESS: STREET 1: HONEYWELL PLZ 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 MAY 15, 1995 Registration No. ================================================================================ 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 of Incorporation) (I.R.S. Employer Identification No.) Honeywell Plaza, Minneapolis, Minnesota 55408 (Address of Principal Executive Offices) (Zip Code) Honeywell Inc. Compensation Plan for Outside Directors (Full title of the plan) SIGURD UELAND, JR. Vice President and Secretary Honeywell Plaza Minneapolis, Minnesota 55408 (Name and address of agent for service) (612) 951-0090 (Telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale of securities to the public: From time to time after the effective date of this Registration Statement. CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum Title of securities Amount to be maximum offering aggregate offering Amount of to be registered registered price per unit price registration fee - -------------------------------------------------------------------------------------------------- Common Stock, par value $1.50 100,000 $38.625 * $3,862,500 * $1,331.90 * per share shares - -------------------------------------------------------------------------------------------------- * Estimated pursuant to Rule 457(h)(6) solely for the purpose of calculating the registration fee and based upon the average of the high and low sale prices of the Registrant's Common Stock on May 10, 1995, as reported in the Wall Street Journal.
PART I INFORMATION REQUIRED IN PROSPECTUS 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. Notwithstanding, restricted securities of the same class as those to be offered pursuant to this Registration Statement, which were acquired by directors of the registrant pursuant to an employee benefit plan, are exempt from registration and may be re-offered or resold pursuant to this Registration Statement in accordance with Rule 415 (Section 230.415) of the Securities Act of 1933. A re-offer prospectus covering such restricted securities is attached hereto. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE The following documents of the registrant, which have been filed with the Commission, are hereby incorporated by reference into this Registration Statement: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (b) Current Reports on Form 8-K dated January 9 and February 6, 1995; (c) Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 1995; and (d) Description of the Common Stock contained in Form 10 Registration Statement dated May, 1935, and all amendments thereto, and description of Preferred Stock Purchase Rights on Form 8-A Registration Statement dated March 3, 1986, and all amendments thereto. 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 An opinion of counsel as to the legality of the securities being registered herewith has been issued by Warren E. Simpson, Esq., Senior Counsel of the registrant, and is filed as an exhibit herewith. The financial statements and the related financial statement schedules incorporated in this Registration Statement by reference from the registrant's Annual Report on Form 10-K for the year ended December 31, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given their authority as experts in accounting and auditing. 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 the 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. 3 ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED In accordance with Rule 415 ( Section 230.415) of the Securities Act of 1933, restricted securities of the same class as those to be offered pursuant to this Registration Statement, which were acquired by directors of the registrant pursuant to an employee benefit plan, are exempt from registration and may be re-offered or resold pursuant to this Registration Statement. ITEM 8: EXHIBITS 4.1 Rights Agreement between Honeywell Inc. and Manufacturers Hanover Trust Company, as Rights Agent, dated as of February 24, 1986, Amended and Restated as of June 17, 1986, Amended and Restated as of December 12, 1988, Amended as of April 2, 1990, is incorporated by reference to Exhibit 4 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 4.2 Indenture, dated as of August 1, 1994, between Honeywell Inc. and The Chase Manhattan Bank (National Association), as Trustee for Honeywell Inc. Medium Term Notes, Series A, is incorporated by reference to Exhibit 4(b) to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.. 5. Opinion and consent of Warren E. Simpson, Esq. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Warren E. Simpson, Esq. (included in Exhibit 5) 24 Powers of Attorney ITEM 9: UNDERTAKINGS 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: (a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (b) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; and (c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement, PROVIDED, HOWEVER, that paragraphs (a) and (b) 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 this 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. 4 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. 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. 5 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, on May 15 , 1995. HONEYWELL INC. (Registrant) By /s/ Sigurd Ueland, Jr. -------------------------------- Sigurd Ueland, Jr. Vice President and Secretary 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 AND TITLE M. R. BONSIGNORE Chairman of the Board and Chief Executive Officer and Director W. M. HJERPE 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 By /s/ Sigurd Ueland, Jr. E. H. CLARK, JR. ---------------------- Director Sigurd Ueland, Jr. W. H. DONALDSON Attorney-in-Fact Director R. D. FULLERTON May 15, 1995 Director J. J. HOWARD Director B. E. KARATZ Director D. L. MOORE Director A. B. RAND Director S. G. ROTHMEIER Director M. W. WRIGHT Director 6 INDEX TO EXHIBITS Exhibit No. Page No. - ----------- -------- 5 Opinion and consent of Warren E. Simpson, Esq. i 23.1 Consent of Deloitte & Touche LLP. ii 23.2 Consent of Warren E. Simpson, Esq. (Included in Exhibit 5) NA 24 Powers of Attorney iii-v EX-5 2 EXHIBIT 5 OPINION OF WARREN E. SIMPSON Exhibit 5 The Board of Directors Honeywell Inc. Honeywell Plaza Minneapolis, Minnesota 55408 Ladies and Gentlemen: This opinion is being furnished to you in connection with the proposed registration of 100,000 shares (the "Shares") of Common Stock, $1.50 par value of Honeywell Inc. (the "Company"). In this connection, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of the following: 1. The Restated Certificate of Incorporation of the Company. 2. The Bylaws of the Company. 3. A resolution of the Board of Directors of the Company adopted on July 19, 1994 (the "Resolution"). 4. Honeywell Inc. Compensation Plan for Outside Directors, dated as of July 19, 1994. 5. The Registration Statement on Form S-8, including exhibits (the "Registration Statement"), as filed with the Securities and Exchange Commission (the "Commission") on or about the date hereof in connection with the registration of the Shares under the Securities Act of 1933, as amended. I have also examined such documents and reviewed such questions of law as I have considered necessary and appropriate for the purposes of this opinion. In such examination, I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to me as copies. I have also assumed the legal capacity for all purposes relevant hereto of all natural persons. I am admitted to practice in the State of Minnesota and I express no opinion as to the laws of any other jurisdiction other than the corporate laws of the State of Delaware and the securities laws of the United States of America to the extent referenced herein. Based on the foregoing, I am of the opinion that all of the Shares which are the subject of the Registration Statement referenced in item 5 above, are or will be when issued, validly issued, fully paid and nonassessable. I hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to me under the caption "Validity of the Shares" contained in the Prospectus included therein. Except as otherwise provided herein, this opinion is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to for any other purpose without my express permission. Dated: May 15, 1995 Very truly yours, /s/ Warren E. Simpson ------------------------- Warren E. Simpson i EX-23.1 3 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT Exhibit 23.1 We consent to the incorporation by reference in this Registration Statement of Honeywell Inc. on Form S-8 of our report dated February 13, 1995, appearing in the Annual Report on Form 10-K of Honeywell Inc. for the year ended December 31, 1994 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. Deloitte & Touche LLP Minneapolis, Minnesota May 15, 1995 ii EX-24 4 EXHIBIT 24 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, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each 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 the Registration Statement on Form S-8 relating to the offering by Honeywell Inc. of up to 100,000 shares of its common stock to directors of Honeywell Inc. pursuant to the Honeywell Inc. Compensation Plan for Outside Directors, and any or all amendments or post-effective amendments thereto, 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 20th day of September, 1994, by the following directors. /s/ A. J. Baciocco, Jr. /s/ E. E. Bailey - ------------------------------ ------------------------------ A. J. Baciocco, Jr. E. E. Bailey /s/ M. R. Bonsignore /s/ E. H. Clark - ------------------------------ ------------------------------ M. R. Bonsignore E. H. Clark /s/ W. H. Donaldson /s/ R. D. Fullerton - ------------------------------ ------------------------------ W. H. Donaldson R. D. Fullerton /s/ J. J. Howard /s/ B. E. Karatz - ------------------------------ ------------------------------ J. J. Howard B. E. Karatz /s/ D. L. Moore /s/ A. B. Rand - ------------------------------ ------------------------------ D. L. Moore A. B. Rand /s/ S. G. Rothmeier /s/ M. W. Wright - ------------------------------ ------------------------------ S. G. Rothmeier M. W. Wright iii 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 and Sigurd Ueland, Jr., with full power to each 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 the Registration Statement on Form S-8 relating to the offering by Honeywell Inc. of up to 100,000 shares of its common stock to directors of Honeywell Inc. pursuant to the Honeywell Inc. Compensation Plan for Outside Directors, and any or all amendments or post-effective amendments thereto, 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 1st day of May, 1995, by the following officer. /s/ W. M. Hjerpe ------------------------------ W. M. HJERPE Vice President and Chief Financial Officer iv 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, William M. Hjerpe and Sigurd Ueland, Jr., with full power to each 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 the Registration Statement on Form S-8 relating to the offering by Honeywell Inc. of up to 100,000 shares of its common stock to directors of Honeywell Inc. pursuant to the Honeywell Inc. Compensation Plan for Outside Directors, and any or all amendments or post-effective amendments thereto, 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 1st day of May, 1995, by the following officer. /s/ P. M. Palazzari ------------------------------ P. M. PALAZZARI Vice President and Controller v EX-99 5 PROS RE-OFFER PROSPECTUS 10,865 SHARES HONEYWELL INC. COMMON STOCK PAR VALUE $1.50 PER SHARE ..................... This Prospectus relates to an aggregate of 10,865 shares (the "Shares") of Common Stock, par value $1.50 per share (the "Common Stock"), of Honeywell Inc. (the "Company") previously issued by the Company to various members of the Board of Directors thereof as compensation for certain directors' fees described below at prices ranging from $31.0625 to $38.1875 per share and to be sold from time to time by such directors (the "Selling Shareholders") in transactions on the New York Stock Exchange ("NYSE") through licensed broker-dealers, at then prevailing market prices or otherwise at prices and on terms then obtainable. The expenses of the registration of the Shares, including legal and accounting fees, will be paid by the Company. The Selling Shareholders have advised the Company that they have not made any arrangement with any broker-dealer for the sale of the Shares. The Selling Shareholders and any broker-dealer acting in connection with the sale of the Shares hereunder may be deemed to be underwriters within the meaning of the Securities Act of 1933 (the "Act"), in which case any commissions received by a broker-dealer and any profit realized by them on the resale of the Shares as principal may be deemed to be underwriting compensation under the Act. See "Plan of Distribution." The Shares offered hereby have not been registered under the blue sky or securities laws of any jurisdiction and any broker-dealer should assure the existence of an exemption from registration or effectuate such registration in connection with the offer and sale of the Shares. The Common Stock is traded on the NYSE. On May 12, 1995 the closing price of the Common Stock, as reported by the NYSE, was $39.375. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE THE DATE OF THIS PROSPECTUS IS MAY 15, 1995. 1 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed with the Commission may be inspected and copied at the public reference facilities and the Commission at Room 2400, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices, located at Seven World Trade Center, 13th Floor, New York, New York 10048 and Northwestern Atrium Center, 14th Floor, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports, proxy statements and other information concerning the Company may be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. The Company has filed with the Commission a Registration Statement on Form S-8 (herein, together with all amendments and exhibits, referred to as the "Registration Statement") under the Securities Act of 1933, as amended. This Prospectus does not contain all the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information, reference is hereby made to the Registration Statement. The Registration Statement may be inspected without charge at the offices of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies thereof may be obtained from the Commission at prescribed rates. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents of the Company which have been filed with the Commission are hereby incorporated by reference into this Prospectus: (a) Annual Report on Form 10-K for the year ended December 31, 1994; (b) Current Reports on Form 8-K dated January 9 and February 6, 1995; (c) Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 1995; and (d) Description of the Common Stock contained in Form 10 Registration Statement dated May, 1935, and all amendments thereto, and description of Preferred Stock Purchase Rights on Form 8-A Registration Statement dated March 3, 1986, and all amendments thereto. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Shares shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the respective dates of filing of such documents. Any statement contained herein or in a document all or any portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus 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 statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to any person to whom this Prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the foregoing documents incorporated herein by reference (not including exhibits to the documents incorporated by reference unless such exhibits are specifically incorporated by reference into the information that the Registration Statement incorporates). Requests for such copies should be directed to Office of Corporate Secretary, Honeywell Inc., Honeywell Plaza, P.O. Box 524, Minneapolis, Minnesota 55440-0524, telephone number (612) 951-0091. 2 USE OF PROCEEDS Not applicable. The Shares have been issued by the Company to the Selling Shareholders in consideration for services rendered by them as directors of the Company. The Company does not intend to sell any of the Shares directly. SELLING SHAREHOLDERS Certain information about the Selling Shareholders is set forth below:
Name of Amount of Shares Amount of Shares Selling Shareholder to be Offered* Owned before and after Offering* - -------------------------------------------------------------------------------------- A. Baciocco 921 6,179 E. Bailey 1,382 9,530 E. Clark 995 8,905 W. Donaldson 921 10,489 R. Fullerton 2,841 5,406 J. Howard 921 4,898 B. Karatz 1,614 4,855 A. Rand 349 3,101 M. Wright 921 6,448 Each of the Selling Shareholders is a non-employee member of the Board of Directors of the Company. - -------------------- * Note: All of the Shares to be Offered by the Selling Shareholders are Shares which were previously issued to them as restricted securities, are currently owned by them, and are now being registered for re-offer and re-sale by such persons.
PLAN OF DISTRIBUTION The Selling Shareholders may offer and sell the Shares from time to time in transactions on the NYSE through licensed broker-dealers at then prevailing market prices or otherwise at prices and on terms then obtainable. Sales may be made to or through broker-dealers who may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders or the purchasers of Shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). To the extent required, this Prospectus will be updated to reflect any change in the Selling Shareholders for whose account Shares are to be offered, the number of Shares so offered for such Selling Shareholders' account and, if such offering is to be made by or through underwriters or dealers, the names of such underwriters or dealers and the principal terms of the arrangements between the underwriters or dealers and the Selling Shareholders for whose account such offering is being made. The Selling Shareholders have advised the Company that they have not made any arrangement with any broker-dealer for the sale of the Shares. The Selling Shareholders and any broker-dealer acting in connection with the sale of the Shares hereunder may be deemed to be "underwriters" within the meaning of the Act, in which case any commissions received by a broker-dealer and any profit realized by them on the resale of the Shares as principal may be deemed underwriting compensation under the Act. VALIDITY OF THE SHARES The validity of the Shares has been opined on for the Company by Warren E. Simpson, Esq., Senior Counsel of the Company. 3 EXPERTS The financial statements and the related financial statement schedules incorporated into this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given their authority as experts in accounting and auditing. No person has been authorized to give any information or to make any representations not contained or incorporated by reference in this Prospectus in connection with the offer described in this Prospectus and, if given or made, such information and representations must not be relied upon as having been authorized by the Company or the Selling Shareholders. Neither the delivery of this Prospectus nor any sale made under this Prospectus shall under any circumstances created any implication that there has been no change in the affairs of the Company since the date hereof or since the date of any documents incorporated herein by reference. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities other than the securities to which it relates or an offer to sell, or a solicitation of an offer to buy, in any jurisdiction in which it is not lawful to make any such offer or solicitation. ------------------------------ TABLE OF CONTENTS Page Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .2 Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 Validity of the Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 10,865 Shares HONEYWELL INC. Common Stock 4 -----END PRIVACY-ENHANCED MESSAGE-----