-----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, PIQdNdo8ofpoRbY7cmYBHznFkn1TORU0wE3MpzYsX17E2YrjdCYevfnho1zYGf32 qDCHU3fkvcmXwlaEzOs/ng== 0000950128-95-000189.txt : 19951030 0000950128-95-000189.hdr.sgml : 19951030 ACCESSION NUMBER: 0000950128-95-000189 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951027 EFFECTIVENESS DATE: 19951115 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCKWELL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000084636 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 951054708 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63777 FILM NUMBER: 95585076 BUSINESS ADDRESS: STREET 1: 2201 SEAL BEACH BOULEVARD CITY: SEAL BEACH STATE: CA ZIP: 90740 BUSINESS PHONE: 4125654004 MAIL ADDRESS: STREET 1: 2201 SEAL BEACH BOULEVARD CITY: SEAL BEACH STATE: CA ZIP: 90740 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN AVIATION INC DATE OF NAME CHANGE: 19671017 S-8 1 ROCKWELL 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ ROCKWELL INTERNATIONAL CORPORATION (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER) Delaware 95-1054708 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 2201 Seal Beach Boulevard 90740-8250 Seal Beach, California (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
------------------ ROCKWELL INTERNATIONAL CORPORATION 1995 LONG-TERM INCENTIVES PLAN (FULL TITLE OF THE PLAN) ------------------ WILLIAM J. CALISE, JR. Esq. Senior Vice President, General Counsel and Secretary Rockwell International Corporation 2201 Seal Beach Boulevard Seal Beach, California 90740-8250 (NAME AND ADDRESS OF AGENT FOR SERVICE) (310) 797-5362 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------ Copy to: PETER R. KOLYER, Esq. Chadbourne & Parke LLP 30 Rockefeller Plaza New York, New York 10112 ------------------ CALCULATION OF REGISTRATION FEE
==================================================================================================== PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE - ---------------------------------------------------------------------------------------------------- Common Stock, Par Value $1 per share................. 16,000,000 shs. (1) $721,010,893.75(1) $248,625 ==================================================================================================== (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the Securities Act), as follows: $26,141,718.75 with respect to 728,150 shares of Common Stock that are currently under option, based on the aggregate option price (ranging from $35.625 to $46.75 per share) at which such shares may be purchased by the optionees; and $694,869,175 with respect to 15,271,850 shares of Common Stock, based on a price of $45.50 per share, the average of the high and low trading prices for the Common Stock on October 23, 1995, as reported in the New York Stock Exchange--Composite Transactions. ===============================================================================
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which Rockwell International Corporation (Rockwell) has filed (file number 1-1035) with the Securities and Exchange Commission (the Commission), are incorporated herein by reference and made a part hereof: (a) Rockwell's Annual Report on Form 10-K for the fiscal year ended September 30, 1994. (b) Rockwell's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1994, March 31, 1995 and June 30, 1995. (c) Rockwell's Current Reports on Form 8-K dated December 21, 1994, February 23, 1995 and June 14, 1995. (d) Item 1 of the Registration Statement on Form 8-C pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), filed by North American Aviation, Inc. (now Rockwell) April 16, 1967. (e) Item 1 of Rockwell's Registration Statement on Form 8-A pursuant to Section 12(b) or (g) of the Exchange Act, filed January 28, 1988. All documents subsequently filed by Rockwell pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and 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 or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded. ITEM 4. DESCRIPTION OF SECURITIES. This Item is not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. William J. Calise, Jr., Esq., who has passed upon the legality of any newly issued Common Stock of Rockwell covered by this Registration Statement, is Senior Vice President, General Counsel and Secretary of Rockwell. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Delaware General Corporation Law permits Delaware corporations to eliminate or limit the monetary liability of directors for breach of fiduciary duty as directors, subject to certain limitations (8 Del. G.C.L. sec.102(b)(7) ) and also provides for indemnification of directors, officers, employees and agents subject to certain limitations (8 Del. G.C.L. sec.145). The third paragraph of Article Eighth of Rockwell's Restated Certificate of Incorporation, as amended, eliminates monetary liability of directors for breach of fiduciary duty as directors to the extent permitted by Delaware law. Section 15 of Article III of the By-Laws of Rockwell and the appendix thereto entitled Procedures for Submission and Determination of Claims for Indemnification Pursuant to Article III, Section 15 of the By-Laws provides, in substance, for the indemnification of directors, officers, employees and agents of Rockwell to the extent permitted by Delaware law. Rockwell's directors and officers are insured against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act. II-1 3 In addition, Rockwell and certain other persons may be entitled under agreements entered into with agents or underwriters to indemnification by such agents or underwriters against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which Rockwell or such persons may be required to make in respect thereof. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. This Item is not applicable. ITEM 8. EXHIBITS. 4-a --Copy of Rockwell's Restated Certificate of Incorporation, as amended, filed as Exhibit 3-a-1 to Rockwell's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, is incorporated herein by reference. 4-b --Copy of Rockwell's By-Laws, filed as Exhibit 3 to Rockwell's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995, is incorporated herein by reference. 4-c --Copy of Rockwell's 1995 Long-Term Incentives Plan, as of October 1, 1994, filed as Exhibit 10-e-1 to Rockwell's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, is incorporated herein by reference. 5-a --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, as to the legality of any newly issued Common Stock of Rockwell covered by this Registration Statement. 23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on page II-5 of this Registration Statement. 23-b --Consent of Price Waterhouse LLP, independent accountants, set forth on page II-6 of this Registration Statement. 23-c --Consent of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, contained in his opinion filed as Exhibit 5-a to this Registration Statement. 23-d --Consent of Chadbourne & Parke LLP, set forth on page II-7 of this Registration Statement. 24 --Powers of Attorney authorizing certain persons to sign this Registration Statement and amendments hereto on behalf of certain directors and officers of the Company, filed as Exhibit 24 to Rockwell's Registration Statement on Form S-3 (Registration No. 33-61723), are incorporated herein by reference.
ITEM 9. UNDERTAKINGS. A. Rockwell 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; (ii) 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 (iii) 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 clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by Rockwell pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. II-2 4 (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) That, for purposes of determining any liability under the Securities Act, each filing of Rockwell's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this 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. B. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Rockwell pursuant to the foregoing provisions, or otherwise, Rockwell has been advised that in the opinion of the Securities and Exchange 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 Rockwell of expenses incurred or paid by a director, officer or controlling person of Rockwell 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, Rockwell 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. II-3 5 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 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SEAL BEACH, STATE OF CALIFORNIA ON THE 27TH DAY OF OCTOBER, 1995. ROCKWELL INTERNATIONAL CORPORATION /s/ WILLIAM J. CALISE, JR. By ______________________________________________ (WILLIAM J. CALISE, JR., SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 27TH DAY OF OCTOBER, 1995 BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
SIGNATURE TITLE --------- ----- DONALD R. BEALL* Chairman of the Board and Chief Executive Officer (principal executive officer) and Director LEW ALLEN, JR.* Director RICHARD M. BRESSLER* Director JOHN J. CREEDON* Director DON H. DAVIS* Director ROBIN CHANDLER DUKE* Director JUDITH L. ESTRIN* Director WILLIAM H. GRAY, III* Director JAMES CLAYBURN LA FORCE, JR.* Director WILLIAM T. MCCORMICK, JR.* Director JOHN D. NICHOLS* Director BRUCE M. ROCKWELL* Director WILLIAM S. SNEATH* Director JOSEPH F. TOOT, JR.* Director W. MICHAEL BARNES* Senior Vice President, Finance & Planning and Chief Financial Officer (principal financial officer) LAWRENCE J. KOMATZ* Vice President and Controller (principal accounting officer) /s/ WILLIAM J. CALISE, JR. * By ___________________________________________ (WILLIAM J. CALISE, JR., ATTORNEY-IN-FACT)**
** By authority of the powers of attorney filed as Exhibit 24 to Rockwell's Registration Statement on Form S-3 (Registration No. 33-61723). II-4 6 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Rockwell International Corporation on Form S-8 of our reports dated November 1, 1994, except as to Note 2 to Financial Statements, as to which the date is November 21, 1994, appearing in and incorporated by reference in the 1994 Annual Report on Form 10-K of Rockwell International Corporation and to the reference to us under the heading "Experts" in the Prospectus, which is part of such Registration Statement. DELOITTE & TOUCHE LLP Pittsburgh Pennsylvania October 27, 1995 ------------------ CONSENT OF COUNSEL The consent of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, is included in his opinion filed as Exhibit 5-a hereto. II-5 7 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Rockwell International Corporation and the Prospectus with respect to the securities covered thereby of our report dated February 3, 1994 relating to the consolidated financial statements of Reliance Electric Company which appears in the Current Report on Form 8-K of Rockwell International Corporation dated December 21, 1994. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Cleveland, Ohio October 26, 1995 II-6 8 CONSENT OF COUNSEL We hereby consent to the reference to this firm and to the inclusion of the summary of our opinion under the caption "Tax Consequences" in the Prospectus related to this Registration Statement on Form S-8 filed by Rockwell International Corporation in respect of its 1995 Long-Term Incentives Plan. CHADBOURNE & PARKE LLP 30 Rockefeller Plaza New York, New York 10112 October 27, 1995 II-7 9 EXHIBIT INDEX
EXHIBIT NUMBER PAGE - -------- ---- 4-a --Copy of Rockwell's Restated Certificate of Incorporation, as amended, filed as Exhibit 3-a-1 to Rockwell's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, is incorporated herein by reference. 4-b --Copy of Rockwell's By-Laws, filed as Exhibit 3 to Rockwell's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995, is incorporated herein by reference. 4-c --Copy of Rockwell's 1995 Long-Term Incentives Plan, as of October 1, 1994, filed as Exhibit 10-e-1 to Rockwell's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, is incorporated herein by reference. 5-a --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, as to the legality of any newly issued Common Stock of Rockwell covered by this Registration Statement. 23-a --Consent of Deloitte & Touche LLP, independent auditors, set forth on page II-5 of this Registration Statement. 23-b --Consent of Price Waterhouse LLP, independent accountants, set forth on page II-6 of this Registration Statement. 23-c --Consent of William J. Calise, Jr., Esq., Senior Vice President, General Counsel and Secretary of Rockwell, contained in his opinion filed as Exhibit 5-a to this Registration Statement. 23-d --Consent of Chadbourne & Parke LLP, set forth on page II-7 of this Registration Statement. 24 --Powers of Attorney authorizing certain persons to sign this Registration Statement and amendments hereto on behalf of certain directors and officers of the Company, filed as Exhibit 24 to Rockwell's Registration Statement on Form S-3 (Registration No. 33-61723), are incorporated herein by reference.
EX-5.A 2 ROCKWELL 1 Exhibit 5-a October 27, 1995 Rockwell International Corporation 2201 Seal Beach Boulevard Seal Beach, CA 90740 Ladies and Gentlemen: I am Senior Vice President, General Counsel and Secretary of Rockwell International Corporation, a Delaware corporation (the "Company"), and am delivering this opinion in connection with the filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") registering under the Securities Act of 1933, as amended (the "Act"), 16,000,000 shares of Common Stock, par value $1.00 per share, of the Company (the "Common Shares") that may be issued in accordance with the Company's 1995 Long-Term Incentives Plan (such plan, the "Plan"). I have examined such documents, records and matters of law as I have deemed necessary as a basis for the opinions hereinafter expressed. On the basis of the foregoing, and having regard for legal considerations that I deem relevant, I am of the opinion that when the Registration Statement becomes effective under the Act, any Common Shares issued and delivered in accordance with the Plan will, when so delivered, be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. I express no opinion herein as to any laws other than the General Corporate Law of the State of Delaware and the Federal laws of the United States. Very truly yours, William J. Calise, Jr. -----END PRIVACY-ENHANCED MESSAGE-----