-----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, UkiUVy8LoG5pmBnIhTJHijt+AOHM3YHXNCBfGCSiGXJP/1rIuZCF9WzLWOhuYHcv m1ZV6cpHkut+OecvBGScMQ== 0000912057-95-003912.txt : 19950517 0000912057-95-003912.hdr.sgml : 19950517 ACCESSION NUMBER: 0000912057-95-003912 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 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: 033-59357 FILM NUMBER: 95540194 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 Retirement Savings Plan (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.
HONEYWELL RETIREMENT SAVINGS PLAN The contents of the Registration Statement on Form S-8 bearing registration number 33-44283, are incorporated herein by reference. 2 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 E. H. CLARK, JR. By /s/ Sigurd Ueland, Jr. Director -------------------------------- W. H. DONALDSON Sigurd Ueland, Jr. Director Attorney-in-Fact R. D. FULLERTON Director May 15, 1995 J. J. HOWARD Director B. E. KARATZ Director D. L. MOORE Director A. B. RAND Director S. G. ROTHMEIER Director M. W. WRIGHT Director 3 THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Committee 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 RETIREMENT SAVINGS PLAN By /s/ Deborah Veverka -------------------------------- Deborah Veverka, Vice President Pension Fund Investments May 15, 1995 4 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. The Honeywell Retirement Savings Plan. 4. 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 upon the issuance of the Shares which are the subject of the Registration Statement referenced in item 4 above, the Shares will be 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 Exhibit 24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned director of HONEYWELL INC., a Delaware corporation, constitutes and appoints Edward D. Grayson, William M. Hjerpe and Sigurd Ueland, Jr., each of them with full power to act without the other, as true and lawful attorneys-in-fact, for him and in his name, place and stead (and for and in the name, place and stead of any of the below-mentioned plans, with respect to which he may hold any administrative position), in any and all capacities, to sign Registration Statements on Form S-8 (and any amendments thereto) to be filed with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the registration under said Act of 100,000 shares of Honeywell Inc.'s common stock, and as appropriate, participations in the Honeywell Stock Fund, offered and to be offered to employees of said corporation and certain of its subsidiaries pursuant to the Honeywell Investment Plus Plan and the Honeywell Retirement Savings Plan, each as amended from time to time with full power to file any such registration statements and each such amendment so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or any said plan might do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, may lawfully do or cause to be done pursuant thereto. IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 20th day of September, 1994. /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 Edward D. Grayson and Sigurd Ueland, Jr., each of them with full power to act without the other, as true and lawful attorneys-in-fact, for him and in his name, place and stead (and for and in the name, place and stead of any of the below-mentioned plans, with respect to which he may hold any administrative position), in any and all capacities, to sign Registration Statements on Form S-8 (and any amendments thereto) to be filed with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the registration under said Act of 1,100,000 shares of Honeywell Inc.'s common stock, and as appropriate, participations in the Honeywell Stock Fund, offered and to be offered to employees of said corporation and certain of its subsidiaries pursuant to the Honeywell Investment Plus Plan and the Honeywell Retirement Savings Plan, each as amended from time to time with full power to file any such registration statements and each such amendment so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or any said plan might do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, may lawfully do or cause to be done pursuant thereto. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of May, 1995, by the following officer. /s/ W. M. Hjerpe ------------------------------- W. M. HJERPE iv POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned officer of HONEYWELL INC., a Delaware corporation, constitutes and appoints Edward D. Grayson, William M. Hjerpe and Sigurd Ueland, Jr., each of them with full power to act without the other, as true and lawful attorneys-in-fact, for him and in his name, place and stead (and for and in the name, place and stead of any of the below-mentioned plans, with respect to which he may hold any administrative position), in any and all capacities, to sign Registration Statements on Form S-8 (and any amendments thereto) to be filed with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, for the registration under said Act of 1,100,000 shares of Honeywell Inc.'s common stock, and as appropriate, participations in the Honeywell Stock Fund, offered and to be offered to employees of said corporation and certain of its subsidiaries pursuant to the Honeywell Investment Plus Plan and the Honeywell Retirement Savings Plan, each as amended from time to time with full power to file any such registration statements and each such amendment so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or any said plan might do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, may lawfully do or cause to be done pursuant thereto. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day May, 1995, by the following officer. /s/ P. M. Palazzari ------------------------------ P. M. PALAZZARI v -----END PRIVACY-ENHANCED MESSAGE-----