As filed with the Securities and Exchange Commission
on April 25, 2016
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HONEYWELL INTERNATIONAL INC.
(Exact Name of Registrant as Specified in
Its Charter)
| Delaware |
22-2640650 |
| (State of Incorporation) |
(I.R.S. Employer Identification No.) |
115
Tabor Road
Morris Plains, New Jersey 07950
(973) 455-2000
(Address of Principal Executive Offices)
(Zip Code)
2016 Stock Incentive Plan for Non-Employee
Directors of Honeywell International Inc.
(Full Title of the Plan)
Jeffrey
N. Neuman, Esq.
Vice President, Corporate Secretary and
Deputy General Counsel
Honeywell International Inc.
115 Tabor Road
Morris Plains, New Jersey 07950
(973) 455-2000
(Name, Address and Telephone Number, Including
Area Code, of Agent for Service)
With Copies To:
Arthur H. Kohn, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer þ |
Accelerated filer o |
| Non-accelerated filer o |
Smaller Reporting Company o |
CALCULATION OF REGISTRATION FEE
Title
of Securities to
be Registered |
Amount
to be
Registered(1) |
Proposed
Maximum Offering
Price per Share |
Proposed
Maximum
Aggregate Offering Price |
Amount
of
Registration Fee |
| Common
stock, par value $1.00 per share (“Common Stock”): Shares available for future grants under the 2016 Stock Incentive Plan for Non-Employee
Directors of Honeywell International Inc. |
1,000,000 |
$113.97 |
$113,970,000 |
$11,476.78(2) |
| Total |
1,000,000 |
|
|
$11,476.78 |
| (1) |
Together with an indeterminate number of ordinary shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the 2016 Stock Incentive Plan for Non-Employee Directors of Honeywell International Inc. as a result of stock splits, dividends or similar adjustments of the outstanding common stock of Honeywell International Inc. |
| |
|
| (2) |
Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), for the purpose of calculating the registration fee, based on $113.97 per share, the average of the high and low prices of the Common Stock, as reported on the New York Stock Exchange on April 22, 2016. |
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
The Registrant will send or give the documents containing the information
specified in Part I of Form S-8 to employees as specified by the Securities and Exchange Commission Rule 428(b)(1) under the Securities
Act of 1933, as amended (the “Securities Act”). The Registrant does not need to file these documents with the Securities
and Exchange Commission either as part of this registration statement or as prospectuses or prospectus supplements under Rule 424
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the “Commission”) by the Registrant, Honeywell International Inc., a Delaware corporation (“Honeywell”
or the “Registrant”), pursuant to the Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated
by reference in this registration statement:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2015, filed pursuant to the Exchange Act on February 12, 2016 (the “Annual Report”);
(b) All other reports filed by the Registrant pursuant to Section
13(a) or Section 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report; and
(c) The description of the Registrant’s Common Stock contained
in the Registrant’s Registration Statement on Form S-3 filed with the Commission on December 11, 2015 pursuant to the Securities
Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of
a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof 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 contained
herein or in any other subsequently filed document which also is incorporated or deemed to be 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.
Nothing in this registration statement shall be deemed to incorporate
information furnished but not filed with the Commission pursuant to Item 2.02 or Item 7.01 of Form 8-K.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the common stock offered hereby will be
passed upon for us by Jeffrey N. Neuman, Esq., Vice President, Corporate Secretary and Deputy General Counsel of Honeywell.
Mr. Neuman holds restricted stock units, shares of and options to acquire Honeywell common stock.
Item 6. Indemnification of Directors and Officers.
In general, Section 145 of the Delaware General Corporation Law
(the “DGCL”) provides that a corporation may indemnify a person who is made or threatened to be made a party to any
action, suit, or proceeding whether civil, criminal, administrative, or investigative (other than an action by or in the right
of the corporation (a “derivative action”)) by reason of the fact that the person is or was a director or officer of
the corporation or is or was serving at the request of the corporation as a director or officer of another corporation (a “Covered
Proceeding”), against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred by the person in connection with such Covered Proceeding, if the person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A similar standard is applicable in the
case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) actually and
reasonably incurred in connection with the defense or settlement of such action, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification has been found liable to the corporation. To the extent
that a present or former director or officer of a corporation is successful on the merits or otherwise in defense of a Covered
Proceeding, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred
in connection therewith. Section 145 of the DGCL further provides that it is not exclusive of other indemnification rights that
may be granted by a corporation’s charter, by-laws, disinterested director vote, shareowner vote, agreement, or otherwise.
Section 102(b)(7) of the DGCL permits a corporation to include in
its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or
its shareowners for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the
director’s duty of loyalty to the corporation or its shareowners, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) payment of unlawful dividends or unlawful stock purchases or redemptions,
or (iv) any transaction from which the director derived an improper personal benefit.
Article Eleventh of Honeywell’s Amended and Restated Certificate
of Incorporation eliminates the personal liability of directors of Honeywell to the fullest extent permitted by DGCL Section 102(b)(7).
In addition, Article Eleventh provides that each person who is or was a director or officer of Honeywell, and each person who serves
or served at the request of Honeywell as a director or officer of another corporation, shall be indemnified and held harmless by
Honeywell to the fullest extent authorized by the DGCL.
In addition, Honeywell maintains directors’ and officers’
reimbursement and liability insurance pursuant to standard form policies. The risks covered by such policies include certain liabilities
under the securities laws.
The Plan provides that no member of the Corporate Governance and
Responsibility Committee of the Board of Directors of Honeywell (the “Committee”), nor any person acting as a delegate
of the Committee with respect to the Plan, will be liable for any losses resulting from any action, interpretation or construction
made in good faith with respect to the Plan or any award granted under the Plan. The Plan also provides that Honeywell will indemnify,
to the fullest extent permitted by law, each person made or threatened to be made a party to any civil or criminal action or proceeding
by reason of the fact that the person, or the executor or administrator of the person’s estate, is or was a member of the
Committee or a delegate of the Committee.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference
into this registration statement (numbering corresponds to Exhibit Table in Item 6.01 of Regulation S-K).
| Exhibit No. |
Description of Exhibit |
| |
|
| 4.1 |
2016 Stock Incentive Plan for Non-Employee Directors of Honeywell International Inc. (incorporated by reference to Honeywell’s Definitive Proxy Statement on Schedule 14A, filed on March 10, 2016) |
| |
|
| 4.2 |
Honeywell’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3(i) to Honeywell’s Current Report on Form 8-K, filed on April 27, 2010) |
| |
|
| 4.3 |
Honeywell’s By-laws, as amended (incorporated by reference to Exhibit 3(ii) to Honeywell’s Current Report on Form 8-K, filed on February 12, 2016) |
| |
|
| 4.4 |
Form of certificate representing shares of Common Stock (incorporated by reference to our Registration Statement on Form 8-B filed on August 16, 1985 (Registration No. 333-30548)) |
| |
|
| 5.1 |
Opinion of Jeffrey N. Neuman, Vice President, Corporate Secretary and Deputy General Counsel of Honeywell, with respect to the legality of the securities being registered hereby (filed herewith) |
| |
|
| 23.1 |
Consent of Deloitte & Touche LLP (filed herewith) |
| |
|
| 23.2 |
Consent of PricewaterhouseCoopers LLP (filed herewith) |
| |
|
| 23.3 |
Consent of Jeffrey N. Neuman, Vice President, Corporate Secretary and Deputy General Counsel of Honeywell (contained in his opinion filed herewith as Exhibit 5.1) |
| |
|
| 24.1 |
Powers of Attorney (incorporated by reference to Exhibit 24 to Honeywell’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 12, 2016) |
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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;
(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; 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 (1)(a)(i) and (a)(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 with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act, each 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against public policy
as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act, 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
Morris Plains, State of New Jersey, on April 25, 2016.
| |
HONEYWELL INTERNATIONAL INC. |
| |
|
|
| |
/s/
JENNIFER H. MAK |
|
| |
Name: Jennifer H. Mak |
|
| |
Title: Vice President and Controller |
|
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| NAME |
|
TITLE |
|
DATE |
| |
|
|
|
|
| * |
|
Chairman of the Board, Chief Executive
Officer and Director |
|
April 25, 2016 |
| David M. Cote |
|
|
|
|
| |
|
|
|
|
| /s/
THOMAS A. SZLOSEK |
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer) |
|
April 25, 2016 |
| Thomas A. Szlosek |
|
|
|
|
| |
|
|
|
|
| /s/
JENNIFER H. MAK |
|
Vice President and Controller
(Principal Accounting Officer) |
|
April 25, 2016 |
| Jennifer H. Mak |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
April 25, 2016 |
| |
|
|
|
|
| William S. Ayer |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
April 25, 2016 |
| |
|
|
|
|
| Kevin Burke |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
April 25, 2016 |
| |
|
|
|
|
| D. Scott Davis |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
April 25, 2016 |
| |
|
|
|
|
| Linnet F. Deily |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
April 25, 2016 |
| |
|
|
|
|
| Judd Gregg |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
April 25, 2016 |
| |
|
|
|
|
| Clive R. Hollick |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
April 25, 2016 |
| |
|
|
|
|
| Grace D. Lieblein |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
April 25, 2016 |
| |
|
|
|
|
| Jaime Chico Pardo |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
April 25, 2016 |
| |
|
|
|
|
| George Paz |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
April 25, 2016 |
| |
|
|
|
|
| Bradley T. Sheares, Ph.D. |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
April 25, 2016 |
| |
|
|
|
|
| Robin L. Washington |
|
|
|
|
| * By: |
|
/s/
JEFFREY N. NEUMAN |
|
| |
|
Attorney-in-Fact |
|
EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit |
| |
|
| 4.1 |
2016 Stock Incentive Plan for Non-Employee Directors of Honeywell International Inc. (incorporated by reference to Honeywell’s Definitive Proxy Statement on Schedule 14A, filed on March 10, 2016) |
| |
|
| 4.2 |
Honeywell’s Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3(i) to Honeywell’s Current Report on Form 8-K, filed on April 27, 2010)
|
| |
|
| 4.3 |
Honeywell’s By-laws, as amended (incorporated by reference to Exhibit 3(ii) to Honeywell’s Current Report on Form 8-K, filed on February 12, 2016) |
| |
|
| 4.4 |
Form of certificate representing shares of Common Stock (incorporated by reference to our Registration Statement on Form 8-B filed on August 16, 1985 (Registration No. 333-30548)) |
| |
|
| 5.1 |
Opinion of Jeffrey N. Neuman, Vice President, Corporate Secretary and Deputy General Counsel of Honeywell, with respect to the legality of the securities being registered hereby (filed herewith) |
| |
|
| 23.1 |
Consent of Deloitte & Touche LLP (filed herewith) |
| |
|
| 23.2 |
Consent of PricewaterhouseCoopers LLP (filed herewith) |
| |
|
| 23.3 |
Consent of Jeffrey N. Neuman, Vice President, Corporate Secretary and Deputy General Counsel of Honeywell (contained in his opinion filed herewith as Exhibit 5.1) |
| |
|
| 24.1 |
Powers of Attorney (incorporated by reference to Exhibit 24 to Honeywell’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 12, 2016) |
