-----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, KE5GNPlY7+1QBKak55GUDixec9DYqgEHKvbqJokGBxJoq7Sg+msRZhpmm/EenPwx 9xrd7zeGOkM5RGMndz4n9g== 0000093469-94-000005.txt : 19940728 0000093469-94-000005.hdr.sgml : 19940728 ACCESSION NUMBER: 0000093469-94-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940727 EFFECTIVENESS DATE: 19940815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PITTWAY CORP /DE/ CENTRAL INDEX KEY: 0000093469 STANDARD INDUSTRIAL CLASSIFICATION: 3669 IRS NUMBER: 135616408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54753 FILM NUMBER: 94540132 BUSINESS ADDRESS: STREET 1: 200 S WACKER DR STE 700 CITY: CHICAGO STATE: IL ZIP: 60606-5802 BUSINESS PHONE: 3128311070 MAIL ADDRESS: STREET 1: 200 S WACKER DR STE 700 CITY: CHICAGO STATE: IL ZIP: 60606-5802 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD SHARES INC DATE OF NAME CHANGE: 19900321 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD POWER & LIGHT CORP DATE OF NAME CHANGE: 19660905 S-8 1 S-8 DOCUMENT As filed with the Securities and Exchange Commission on July 27, 1994 Registration No. 33- The Section 10(a) Prospectus Under This Registration Statement Is A Combined Prospectus Which Also Relates To Registration Statement No. 33-33312. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PITTWAY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 13-5616408 (State of Incorporation) (I.R.S. Employer Identification No.) 200 South Wacker Drive, Suite 700, Chicago, Illinois 60606-5802 (Address of Principal Executive Offices) (Zip Code) PITTWAY CORPORATION 1990 STOCK AWARDS PLAN (Full Title of the Plan) Nicholas J. Caccamo PITTWAY CORPORATION 200 South Wacker Drive Chicago, Illinois 60606-5802 (Name and Address of Agent for Service) 312/831-4133 (Telephone Number, Including Area Code, of Agent for Service) ______________________ CALCULATION OF REGISTRATION FEE
=========================================================================================== Title of Amount Proposed Proposed Securities to be Maximum Maximum Amount of to be Registered Offering Price Aggregate Offering Registration Registered (1) Per Share (2) Price(2) Fee _________________________ _______________ ______________ __________________ ____________ Class A Stock, of the Par Value of $1.00 Per Share 500,000 shs. $34.1875 $17,093,750 $5,894.44 Common Stock, of the Par Value of $1.00 Per Share 500,000 shs.(3) None None None =========================================================================================== (1) Pursuant to Rule 416(a), this Registration Statement shall be deemed to cover any additional shares of Class A Stock or Common Stock issuable pursuant to the antidilution provisions of the Plan. (2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the registration fee, on the basis of the average of the high and low prices of Class A Stock on July 25, 1994 as set forth in the American Stock Exchange -- Composite Transactions. (3) These are shares of Common Stock into which the shares of Class A Stock being registered herein may be changed in accordance with the Registrant's Restated Certificate of Incorporation, as amended.
-1- INCORPORATION BY REFERENCE OF EARLIER FORM S-8 REGISTRATION STATEMENT Pittway Corporation ("Registrant" or the "Company") has earlier filed a registration statement on Form S-8 (Registration No. 33-33312) relating to the Pittway Corporation 1990 Stock Awards Plan (the "Earlier Registration Statement"). This Registration Statement registers additional shares for offering pursuant to such Plan. Subject to the final paragraph of Item 3 of Part II of this Registration Statement, the contents of the Earlier Registration Statement are incorporated herein by reference. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information specified in Part I of Form S-8 is contained in documents sent or given to award holders as specified by Rule 428(b)(1) under the Securities Act of 1933 (the "Securities Act"). Such documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the Section 10(a) prospectus. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by the Company with the Securities and Exchange Commission are incorporated, as of their respective dates, in this Registration Statement by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 1993. (c) The description of the Class A Stock and Common Stock contained in the Registration Statement of the Company (then known as Standard Shares, Inc.) on Form 8-A dated October 18, 1989, including any amendment or report filed for the purpose of updating such description. -2- In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 this Registration Statement or in a document 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 the original Section 10(a) prospectus (as regards any statement in any previously filed document incorporated by reference herein), or a statement in any subsequently filed document that is also incorporated by reference herein or a statement in any subsequent Section 10(a) prospectus, 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. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors, Officers and Controlling Persons. Under certain provisions of the Delaware General Corporation Law, the registrant has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, by reason of the fact that he or she is or was a director, officer, employee or agent of the registrant, or is or was serving at the request of the registrant as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement reasonably incurred by him or her in connection with such action, suit or proceeding; except that under such provisions indemnification relating to a derivative action or suit is limited to expenses reasonably incurred in connection with the defense or settlement thereof. To be eligible for indemnification under such provisions as to a particular action, suit or proceeding (or claim, issue or matter therein), a director, officer, employee or agent must either be successful in his or her defense thereof (in which event indemnification against related -3- expenses is mandatory) or must meet certain statutory standards (generally, that he or she 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 registrant, and, with respect to any criminal action or proceeding, that he or she had no reasonable cause to believe his or her conduct was unlawful). The indemnification provided by such provisions does not exclude any other rights to which a person seeking indemnification may otherwise be entitled. Article Sixth, Section 2, of the registrant's Restated Certificate of Incorporation, as amended, provides that each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the registrant) by reason of the fact that he or she (i) is or was a director, officer, employee or agent of the registrant or (ii) is or was serving, at the request of the registrant, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the registrant to the fullest extent permitted by law, against all expenses (including attorneys' fees), judgments, fines and amounts paid or to be paid in settlement actually and reasonably incurred by him or her in connection with such action, act or proceeding. Article Sixth, Section 2, provides that such indemnification shall continue as to any such person who has ceased to be a director, officer, employee or agent of the registrant and shall inure to the benefit of his or her heirs, executors, administrators and personal administrators. Article Sixth, Section 2, provides that the rights conferred thereunder shall not be exclusive of any other right to which any person may be entitled under any By-law, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. The Company maintains a liability insurance policy which, subject to various exclusions and deductibles and subject to annual renewal and certain rights of the insurer to terminate, covers its directors and officers (and the registrant's indemnification obligations to them) to an aggregate maximum of $20 million of coverage against claims made during the policy period relating to certain civil liabilities, including liabilities under the Securities Act of 1933. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The Exhibits filed herewith are specified on the Index to Exhibits at page 8 hereof. -4- 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: (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 (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and 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 the registration statement. (2) That, for the purposes 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) If the registrant is a foreign private issuer, to file a post- effective amendment to the registration statement to include any financial statements required by Rule 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering. 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 -5- 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. -6- 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 Chicago, State of Illinois, on July 27, 1994. PITTWAY CORPORATION BY /s/ Paul R. Gauvreau Paul R. Gauvreau Financial Vice President and Treasurer Each person whose signature appears below hereby authorizes King Harris, Edward J. Schwartz, Paul R. Gauvreau and Nicholas J. Caccamo or any of them, with full power of substitution, to execute in his name and on his behalf, and to file, any amendments (including, without limitation, post- effective amendments) to this registration statement necessary or advisable in the opinion of any of them to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder in respect thereof, which amendments may make such other changes in this registration statement as any of them deems advisable. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 27th day of July, 1994: /s/ Neison Harris /s/ Anthony Downs Neison Harris, Director and Anthony Downs, Director Chairman of the Board /s/ King Harris /s/ Fred Conforti King Harris, Director, President Fred Conforti, Director and Chief Executive Officer /s/ Paul R. Gauvreau /s/ Leo A. Guthart Paul R. Gauvreau, Principal Leo A. Guthart, Director Financial and Accounting Officer /s/ Eugene L. Barnett /s/ Irving B. Harris Eugene L. Barnett, Director Irving B. Harris, Director /s/ Sidney Barrows /s/ William W. Harris Sidney Barrows, Director William W. Harris, Director /s/ E. David Coolidge III /s/ Jerome Kahn, Jr. E. David Coolidge III, Director Jerome Kahn Jr., Director -7- INDEX TO EXHIBITS Sequentially Exhibit Numbered Page 4.4 Pittway Corporation 1990 Stock Award Plan as amended May 19, 1994. 9-16 5 Opinion of Kirkland & Ellis. 17 23.1 Consent of Kirkland & Ellis (included in Exhibit 5). 17 23.2 Consent of Price Waterhouse. 18 24 Powers of Attorney (included on the Signatures page hereof). 7 -8- EX-4.4 2 1990 STOCK AWARD PLAN AS AMENDED Exhibit 4.4 PITTWAY CORPORATION 1990 STOCK AWARDS PLAN, Amended Effective May 19, 1994 1. Purpose. The purpose of the Pittway Corporation 1990 Stock Awards Plan (the "Plan") is to promote the long-term financial interests of the Company and its Affiliates by (a) attracting and retaining personnel, (b) motivating personnel by means of growth-related incentives, (c) providing incentive compensation opportunities that are competitive with those of other major corporations and (d) furthering the identity of interests of participants with those of the stockholders of the Company. 2. Definitions. The following definitions are applicable to the Plan: "Affiliate" means (a) any subsidiary and (b) any other entity in which the Company has a direct or indirect equity interest which is designated an "Affiliate" by the Committee. "Board of Directors" means the Board of Directors of the Company. "Class A Stock" means Class A Stock, of the par value of $1.00 per share, of the Company (or, from and after any change of such Class A Stock into Common Stock on a share-for-share basis pursuant to the Company's Restated Certificate of Incorporation, as amended, Common Stock) or such other securities as may be substituted therefor pursuant to paragraph 5(c). "Code" means the Internal Revenue Code of 1986, as amended, and any successor statute. "Committee" means the Compensation Committee of the Board of Directors or, if the Board of Directors so determines, another committee of two or more directors of the Company who are "disinterested persons" as such term is used in Rule 16b-3 and "outside directors" as such term is used in Section 162(m). "Company" means Pittway Corporation, a Delaware corporation, and its successors. "Common Stock" means Common Stock, of the par value of $1.00 per share, of the Company. "eligible employee" means any full-time employee of the Company or an Affiliate, other than Irving B. Harris and Neison Harris. The "fair market value" of the Class A Stock shall be determined in accordance with procedures established by the Committee. "participant" means any employee of the Company or an Affiliate who has been granted an award pursuant to the Plan. -9- "Rule 16b-3" means such rule adopted under the Securities Exchange Act of 1934, as amended, or any successor rule. "Section 162(m)" means Section 162(m) of the Code and any successor section of the Code. "subsidiary" means any corporation fifty percent or more of the voting stock of which is owned, directly or indirectly, by the Company. 3. Limitation on Aggregate Shares/Individual Annual Limitation on Option and SAR Awards. Subject to adjustment as provided in paragraph 5(c), the number of shares of Class A Stock which may be issued upon the exercise or payment of awards granted under the Plan shall not exceed, in the aggregate, 1,000,000 shares; it being understood that to the extent any awards expire unexercised or unpaid or are cancelled, terminated or forfeited in any manner without the issuance of shares of Class A Stock thereunder, such shares shall again be available under the Plan unless such availability would prevent the Plan from complying with Rule 16b-3. Such 1,000,000 shares of Class A Stock may be either authorized and unissued shares, treasury shares, or a combination thereof, as the Committee shall determine. Subject to adjustment as provided in paragraph 5(c), the number of shares of Class A Stock with respect to which options and/or stock appreciation rights may be awarded during any calendar year to any eligible employee may not exceed, in the aggregate, 50,000 shares. 4. Awards. The Committee may grant to eligible employees, in accordance with this paragraph 4 and the other provisions of the Plan, stock options, stock appreciation rights ("SARs"), restricted stock and other awards. (a) Options. (i) Options granted under the Plan may be incentive stock options ("ISOs") within the meaning of Section 422A of the Code or any successor provision, or in such other form, consistent with the Plan, as the Committee may determine; except that, so long as so provided in such Section, no ISO may be granted under the Plan after January 16, 2000 or to any employee of an Affiliate which is not a subsidiary corporation (as such term is used in subsection (b) of such Section) of the Company. (ii) The option price per share of Class A Stock shall be fixed by the Committee at (a) in the case of ISOs, not less than 100% of the fair market value of a share of Class A Stock on the date of grant and not less than the par value of a share of Class A Stock and (b) in the case of other options, not less than 85% of the fair market value of a share of Class A Stock on the date of grant and not less than the par value of a share of Class A Stock. (iii) Options shall be exercisable at such time or times as the Committee shall determine at or subsequent to grant. -10- (iv) An option shall be exercised in whole or in part by written notice to the Company (to the attention of the Treasurer) at any time prior to its stated expiration and payment in full of the option price for the shares as to which the option is being exercised. Payment of the option price may be made, at the discretion of the optionee, and to the extent permitted by the Committee, (A) in cash (including check, bank draft, or money order), (B) in Class A Stock already owned by the optionee (valued at the fair market value thereof on the date of exercise), (C) in Common Stock already owned by the optionee (valued at the fair market value thereof on the date of exercise), (D) by a combination of any or all of the foregoing, or (E) with any other consideration. (b) SARs. (i) An SAR shall entitle its holder to receive from the Company, at the time of exercise of such right, an amount equal to the excess of the fair market value (at the date of exercise) of a share of Class A Stock over a specified price fixed by the Committee multiplied by the number of shares as to which the holder is exercising the SAR. SARs may be in tandem with any previously or contemporaneously granted option or independent of any option. The specified price of a tandem SAR shall be the option price of the related option. The amount payable may be paid by the Company in Class A Stock (valued at its fair market value on the date of exercise), cash or a combination thereof, as the Committee may determine, which determination may take into consideration any preference expressed by the holder. (ii) An SAR shall be exercised by written notice to the Company (to the attention of the Treasurer) at any time prior to its stated expiration. To the extent a tandem SAR is exercised, the related option will be cancelled and to the extent the related option is exercised, the tandem SAR will be cancelled. (c) Restricted Stock. (i) The Committee may award to any eligible employee shares of Class A Stock, subject to this paragraph 4(c) and such other terms and conditions as the Committee may prescribe (such shares being called "restricted stock"). Each certificate for restricted stock shall be registered in the name of the participant and deposited, together with a stock power endorsed in blank, with the Company. (ii) Restricted Stock may be awarded without any consideration other than services rendered and/or (to the extent permitted by applicable corporate law on the date of award) services to be rendered. (iii) There shall be established for each restricted stock award a restriction period (the "restriction period") of such length as shall be determined by the Committee. Shares of restricted stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as hereinafter provided, during the restriction period. Except for such restrictions on transfer and such other restrictions as the Committee may -11- impose, the participant shall have all the rights of a holder of Class A Stock as to such restricted stock. The Committee, in its sole discretion, may permit or require the payment of cash dividends to be deferred and, if the Committee so determines, reinvested in additional restricted stock or otherwise invested or accruing a yield. At the expiration of the restriction period, the Company shall redeliver to the participant (or the participant's legal representative or designated beneficiary) the certificates deposited pursuant to this paragraph. (iv) Except as otherwise provided by the Committee at or subsequent to the time of grant, upon a termination of employment for any reason during the restriction period all shares still subject to restriction shall be forfeited by the participant. (d) Other Awards. (i) Other awards may be granted under the Plan, including, without limitation, Class A Stock, convertible debentures, other convertible securities, performance shares and other forms of award measured in whole or in part by the value of shares of Class A Stock, the performance of the participant, or the performance of the Company, any Affiliate or any operating unit thereof. Such awards may be payable in Class A Stock, cash or a combination thereof, and shall be subject to such restrictions and conditions, as the Committee shall determine. At the time of such an award, the Committee shall, if applicable, determine a performance period and performance goals to be achieved during the performance period, subject to such later revisions as the Committee shall deem appropriate to reflect significant unforeseen events such as changes in laws, regulations or accounting practices or unusual or non-recurring items or occurrences. Following the conclusion of each performance period, the Committee shall determine the extent to which performance goals have been attained or a degree of achievement between maximum and minimum levels during the performance period in order to evaluate the level of payment to be made, if any. (ii) The purchase price per share of Class A Stock under other awards involving the right to purchase Class A Stock (including for this purpose the right to acquire Class A Stock upon the conversion of convertible securities) shall be fixed by the Committee at not less than 85% of the fair market value of a share of Class A Stock on the date of award and not less than the par value of a share of Class A Stock. Other awards not involving the right to purchase Class A Stock may be awarded without any consideration other than services rendered and/or (to the extent permitted by applicable corporate law on the date of award) services to be rendered. (iii) A participant may elect to defer all or a portion of any such award in accordance with procedures established by the Committee. Deferred amounts will be subject to such terms and conditions and shall accrue such yield thereon (which may be measured by the fair market value of the Class A Stock and dividends thereon) as the Committee may determine. Payment of deferred amounts may be in cash, Class A Stock or a combination thereof, as -12- the Committee may determine. Deferred amounts shall be considered an award under the Plan. The Committee may establish a trust or trusts to hold deferred amounts or any portion thereof for the benefit of the participants. (e) Cash Payments. SARS and options which are not ISOs may, in the Committee's discretion, provide that in connection with exercises thereof the holders will receive cash payments based on formulas designed to reimburse holders for their income tax liability resulting from such exercise and the payment made pursuant to this paragraph 4(e). (f) Surrender. If so provided by the Committee at or subsequent to the time of grant, an award may be surrendered to the Company on such terms and conditions, and for such consideration, as the Committee shall determine. (g) Foreign Alternatives. Without amending and notwithstanding the other provisions of the Plan, in the case of any award to be held by any participant who is employed outside the United States or who is a foreign national, the Committee may specify that such award shall be made on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to further the purposes of the Plan. 5. Miscellaneous Provisions. (a) Administration. The Plan shall be administered by the Committee. Subject to the limitations of the Plan, the Committee shall have the sole and complete authority: (i) to select participants, (ii) to make awards in such forms and amounts as it shall determine, (iii) to impose such limitations, restrictions and conditions upon such awards as it shall deem appropriate, (iv) to interpret the Plan and to adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan, (v) to correct any defect or omission or to reconcile any inconsistency in the Plan or in any award granted hereunder and (vi) to make all other determinations and to take all other actions necessary or advisable for the implementation and administration of the Plan. The Committee's determinations on matters within its authority shall be conclusive and binding upon the Company and all other persons. All expenses associated with the Plan shall be borne by the Company, subject to such allocation to its Affiliates and operating units as it deems appropriate. The Committee may, to the extent that any such action will not prevent the Plan from complying with Rule 16b-3 or Section 162(m), delegate any of its authority hereunder to such persons as it deems appropriate. (b) Non-Transferability. Subject to the provisions of paragraph 5(f), no award under the Plan, and no interest therein, shall be transferable by a participant otherwise than by will or the laws of descent and distribution. All awards shall be exercisable or received during a participant's lifetime only by the participant or the participant's legal representative. Any purported transfer contrary to this provision will nullify the award. -13- (c) Adjustments Upon Certain Changes. In the event of any reorganization, recapitalization, reclassification, merger, consolidation, or sale of all or substantially all of the Company's assets followed by liquidation, which is effected in such a way that holders of Class A Stock are entitled to receive securities or other assets with respect to or in exchange for Class A Stock (an "Organic Change"), the Committee shall make appropriate changes to insure that each outstanding award involving the right to acquire Class A Stock thereafter represents the right to acquire, in lieu of or in addition to the shares of Class A Stock immediately theretofore acquirable upon exercise or payment, such securities or assets as may be issued or payable with respect to or in exchange for an equivalent number of shares of Class A Stock, and appropriate changes in other outstanding awards; and in the event of any stock dividend, stock split or combination of shares, the Board of Directors shall make appropriate changes in the number of shares authorized by the Plan to be delivered thereafter and in the maximum number of shares with respect to which options and/or SARs may be awarded during any calendar year to any eligible employee, and the Committee shall make appropriate changes in the numbers of shares covered by, or with respect to which payments are measured under, outstanding awards and the exercise prices and reference prices specified therein (and in the event of a spinoff, the Committee may make similar changes), in order to prevent the dilution or enlargement of award rights. However, no right to purchase or receive a fraction of a share shall be created; and if, as a result of any such change, a fractional share would result or the right to purchase or receive the same would result, the number of shares in question shall be decreased to the next lower whole number of shares. The Committee may provide in the agreement evidencing any award for adjustments to such award in order to prevent the dilution or enlargement of rights thereunder or for acceleration of benefits thereunder and/or cash payments in lieu of benefits thereunder in the event of a change in control (or tender offer or accumulation of Class A Stock or Common Stock), merger, consolidation, reorganization, recapitalization, sale or exchange of all or substantially all of the assets or dissolution of the Company. (d) Tax Withholding. The Committee shall have the power to withhold, or require a participant to remit to the Company, an amount sufficient to satisfy any withholding or other tax due with respect to any amount payable and/or shares issuable under the Plan, and the Committee may defer such payment or issuance unless indemnified to its satisfaction. Subject to the consent of the Committee, a participant may make an irrevocable election to have shares of Class A Stock otherwise issuable under an award withheld, tender back to the Company shares of Class A Stock received pursuant to an award or deliver to the Company shares of Class A Stock or Common Stock already owned by the participant having a fair market value sufficient to satisfy all or part of the participant's estimated tax obligations associated with the transaction. Such election must be made by a participant prior to the date on which the relevant tax obligation arises. The Committee may disapprove of any election and may limit, suspend or terminate the right to make such elections. -14- (e) Listing and Legal Compliance. The Committee may suspend the exercise or payment of any award if it determines that securities exchange listing or registration or qualification under any securities laws is required in connection therewith and has not been completed on terms acceptable to the Committee. (f) Beneficiary Designation. To the extent permitted by the Committee, participants may name, from time to time, beneficiaries (who may be named contingently or successively) to whom benefits under the Plan are to be paid in the event of their death before they receive any or all of such benefits. Each designation will revoke all prior designations by the same participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the participant in writing with the Committee during the participant's lifetime. In the absence of any such designation, benefits remaining unpaid at a participant's death shall be paid to the participant's estate. (g) Rights of Participants. Nothing in the Plan shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any participant's employment at any time, nor confer upon any participant any right to continue in the employ of the Company or any Affiliate for any period of time or to continue his or her present or any other rate of compensation. No employee shall have a right to be selected as a participant, or, having been so selected, to be selected again as a participant. (h) Amendment, Suspension and Termination of Plan. The Board of Directors or the Committee may suspend or terminate the Plan or any portion thereof at any time and may amend it from time to time in such respects as the Board of Directors or the Committee may deem advisable; provided, however, that no such amendment shall be made without stockholder approval to the extent such approval is required by law, agreement or the rules of any exchange upon which the Class A Stock is listed. No such amendment, suspension or termination shall impair the rights of participants under outstanding awards without the consent of the participants affected thereby or make any change that would disqualify the Plan, or any other plan of the Company intended to be so qualified, from the exemption provided by Rule 16b-3. The Committee may amend or modify any award in any manner to the extent that the Committee would have had the authority under the Plan to initially grant the award as so amended or modified. No such amendment or modification shall impair the rights of the participant under such award without the consent of such participant. 6. Effective Date. The effective date of the Plan shall be January 17, 1990, the date of its adoption by the Board of Directors. Notwithstanding the foregoing, the Plan shall be submitted to the stockholders of the Company for consideration at the Company's 1990 Annual Meeting of Stockholders and shall cease to be of any further force or effect if not approved at such Annual Meeting by a vote sufficient to -15- satisfy the requirements of the General Corporation Law of the State of Delaware, the American Stock Exchange, Section 422A(b) of the Code, and paragraph (a) of Rule 16b-3 under the Securities Exchange Act of 1934. No award granted under the Plan before the Company's 1990 Annual Meeting of Stockholders shall be exercisable or realizable unless the Plan is so approved at such Annual Meeting. ADOPTED: January 17, 1990 APPROVED: May 9, 1990 AMENDED: May 19, 1994 -16- EX-5 3 OPINION OF LEGAL COUNSEL Exhibit 5 [Letterhead of Kirkland & Ellis] July 27, 1994 Pittway Corporation 200 South Wacker Drive Suite 700 Chicago, Illinois 60606-5802 Re: Pittway Corporation Registration Statement on Form S-8 Gentlemen: We have acted as special counsel to Pittway Corporation, a Delaware corporation (the "Company"), in connection with the registration by the Company under the Securities Act of 1933 on the Form S-8 Registration Statement to which this opinion is Exhibit 5 (the "Registration Statement") of additional shares of the Company's Class A Stock of the par value of $1.00 per share (the "Class A Stock"), and additional shares of the Company's Common Stock, of the par value of $1.00 per share (the "Common Stock"), issuable by the Company pursuant to the Pittway Corporation 1990 Stock Awards Plan, as amended to date (the "Plan"). In rendering the opinion contained in this letter, we have assumed without investigation that the information supplied to us by the Company is accurate and complete. Based upon and subject to the foregoing, it is our opinion that each additional share of Class A Stock and Common Stock registered by means of the Registration Statement, when issued pursuant to the Plan, will be legally issued and, provided the consideration received by the Company for such share equals or exceeds its par value, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Kirkland & Ellis KIRKLAND & ELLIS -17- EX-23.2 4 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 23, 1994, which appears on page 32 of the 1993 Annual Report to Stockholders of Pittway Corporation, which is incorporated by reference in Pittway Corporation's Annual Report on Form 10-K for the year ended December 31, 1993. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 16 of such Annual Report on Form 10-K. /s/ Price Waterhouse PRICE WATERHOUSE Chicago, Illinois July 27, 1994 -18- -----END PRIVACY-ENHANCED MESSAGE-----