-----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, UhPAPO7/KAODpVtl+NjTffBuLsn46vdzn4wbdK4egyGZRlprvf2GKjdDu+LYV5cU w9v6jlexV3uicMTcy++lag== 0000093469-99-000003.txt : 19990203 0000093469-99-000003.hdr.sgml : 19990203 ACCESSION NUMBER: 0000093469-99-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990202 EFFECTIVENESS DATE: 19990202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PITTWAY CORP /DE/ CENTRAL INDEX KEY: 0000093469 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 135616408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-71617 FILM NUMBER: 99519438 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 February 1, 1999 Registration No. 333- - ------------------------------------------------------------------------- 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 1998 DIRECTOR STOCK OPTION PLAN (Full Title of the Plan) James F. Vondrak PITTWAY CORPORATION 200 South Wacker Drive Chicago, Illinois 60606-5802 (Name and Address of Agent for Service) 312/831-4119 (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 Registration Registered (1) Per Share (2) Offering Price(2) Fee - ------------------------ --------------------- --------------- ----------------- ------------ Class A Stock,of the Par Value of $1.00 Per Share 135,000 shs. $27.75 $3,746,250 $1,041.46 Common Stock, of the Par Value of $1.00 Per Share 135,000 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 January 29, 1999 as set forth in the New York 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. 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 Pittway Corporation ("Registrant" or 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, 1997. (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, 1997. (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 (including any subsequent Form 8-A) updating such description. 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. 2 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. Elimination of Liability in Certain Circumstances Article Sixth, Section 4, of the registrant's Restated Certificate of Incorporation, as amended, provides, subject to limited exceptions, that a director of the registrant shall not be personally liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this provision will not adversely affect any right or protection of a director of the registrant existing at the time of such repeal or modification. 3 Indemnification and Insurance 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 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. 4 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 $25 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. 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. 5 (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 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 February 1, 1999. PITTWAY CORPORATION BY /s/ Paul R. Gauvreau Paul R. Gauvreau Financial Vice President, Treasurer and Chief Financial Officer Each person whose signature appears below hereby authorizes King Harris, Edward J. Schwartz, Paul R. Gauvreau and James F. Vondrak 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 1st day of February, 1999: /s/ Neison Harris /s/ Anthony Downs Neison Harris, Director and Anthony Downs, Director Chairman of the Board /s/ King Harris /s/ Leo A. Guthart King Harris, Director, President Leo A. Guthart, Director and Chief Executive Officer /s/ Paul R. Gauvreau /s/ Irving B. Harris Paul R. Gauvreau, Principal Irving B. Harris, Director Financial and Accounting Officer /s/ Eugene L. Barnett Eugene L. Barnett, Director /s/ Fred Conforti /s/ Jerome Kahn, Jr. Fred Conforti, Director Jerome Kahn Jr., Director /s/ E. David Coolidge III /s/ John W. McCarter, Jr. E. David Coolidge III, Director John W. McCarter, Jr., Director 7 INDEX TO EXHIBITS Sequentially Exhibit Numbered Page 4 Pittway Corporation 1998 Director Stock Option Plan 9-14 5 Opinion of Kirkland & Ellis 15 23.1 Consent of Kirkland & Ellis (included in Exhibit 5) 15 23.2 Consent of PricewaterhouseCoopers LLP 16 24 Powers of Attorney (included on the Signatures page hereof) 7 8 EX-4 2 Exhibit 4 PITTWAY CORPORATION 1998 DIRECTOR STOCK OPTION PLAN 1. Purpose of Plan. The purpose of this Plan (the "Plan") is to promote the long-term financial interests of the Company and its subsidiaries by: (a) providing an incentive for all non-employee members of the Board of Directors (the "Non-Employee Directors") to maximize the long-term value of the Company's Class A Stock and otherwise act in the best interest of the Company's stockholders; (b) providing Non-Employee Directors with the opportunity to acquire a greater stake in the future of the Company and its subsidiaries through stock ownership; and (c) attracting and retaining highly qualified Non-Employee Directors. 2. Definitions. The following words and phrases have the respective meanings indicated below unless a different meaning is plainly implied by the context. (a) "Board of Directors" means the Board of Directors of the Company. (b) "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). (c) "Code" means the Internal Revenue Code of 1986, as amended. (d) "Common Stock" means Common Stock, of the par value of $1.00 per share, of the Company. (e) "Company" means Pittway Corporation, a Delaware corporation, and its successors. (f) "Eligible Director" means any present or future member of the Board of Directors who, on the date of an award pursuant to the Plan, (1) is a member of the Board of Directors, and (2) is not an employee of the Company or any of its subsidiaries. 9 (g) "Market Value" of Class A Stock or Common Stock on any date means the closing price of such Stock on that date (or, if such date is not a trading date for such Stock, on the next preceding date which was a trading date for such Stock) on the New York Stock Exchange Composite Transactions list, as subsequently reported in The Wall Street Journal. (h) "option" means a right awarded to a participant pursuant to the Plan to purchase a designated number of shares of Class A Stock at a stated price for a stated period of time. (i) "participant" means an Eligible Director who has been awarded an option. (j) "Plan" means the plan set forth in this 1998 Director Stock Option Plan, as it may be amended from time to time. (k) "trading date" for Class A Stock or Common Stock means a date for which a sale of such Stock on the New York Stock Exchange Composite Transactions list is subsequently reported in The Wall Street Journal. 3. Limitation of Aggregate Shares. Subject to adjustment as provided in paragraph 5(d), the number of shares of Class A Stock which may be issued upon the exercise of options shall not exceed, in the aggregate, 50,000 shares; it being understood that to the extent any options expire unexercised 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. Such 50,000 shares of Class A Stock may be authorized and unissued shares, treasury shares, or a combination thereof, as the Board of Directors shall determine. 4. Options. The Board of Directors may grant options to Eligible Directors in accordance with this paragraph 4 and the other provisions of the Plan. (a) Provisions. (i) Options shall not qualify as incentive stock options within the meaning of Section 422 of the Code or any successor provision. (ii) Options shall have such terms, not to exceed ten years from the date of grant, as the Board of Directors shall determine at grant. (iii) The option price per share of Class A Stock shall be 100% of the Market Value of Class A Stock on the date of grant and not less than the par value of a share of Class A Stock. 10 (iv) Options shall be exercisable at such time or times as the Board of Directors shall determine at or subsequent to grant; provided that, except in the event of death or disability of the participant, no option may be exercised during the first six months after it is awarded ; further provided that an option may be exercised only during a period beginning on the third business day following the date of release of the Company's quarterly or annual summary statement of sales and earnings and ending on the twelfth business day following such date; and further provided that in the event of termination of service of a participant as a member of the Board of Directors for any reason (including without limitation expiration of term without re-election, resignation, retirement, total disability or death), each option granted to the participant shall cease to be exercisable on the fifth anniversary of the date of termination or, if earlier, on the scheduled date of expiration of such option. (b) Exercise. Shares shall be issued to a participant pursuant to the exercise of an option only upon receipt by the Company from the participant of written notice of exercise, specifying the number of shares with respect to which the option is being exercised, accompanied by payment in full, to the extent permitted by the Board of Directors either in cash (including check, bank draft or money order), by a single exchange of shares of Class A Stock already owned by the participant, by a single exchange of shares of Common Stock already owned by the participant, or a combination thereof, in an amount or having a combined value equal to the aggregate option price for the shares subject to the option or portion thereof being exercised; provided that the Board of Directors may permit the participant to elect to pay such aggregate option price by authorizing a third party to sell the shares acquired upon exercise (or a sufficient portion thereof) and remit to the Company sale proceeds sufficient to pay such aggregate option price and any withholding or other tax resulting from exercise. The value of already owned shares of Class A Stock or Common Stock exchanged in full or partial payment for the shares purchased upon the exercise of an option shall be equal to the aggregate Market Value of such already owned shares on the date of the exercise of such option. (c) Surrender. If so provided by the Board of Directors at or subsequent to the time of grant, an option may be surrendered to the Company on such terms and conditions, and for such consideration, as the Board of Directors shall determine. 11 (d) Form. The form of each option (and of the documentation evidencing each option) shall be determined by the Board of Directors. 5. Miscellaneous Provisions. (a) Administration. The Plan shall be administered by the Board of Directors. Subject to the limitations of the Plan, the Board of Directors shall have the sole and complete authority: (i) to select participants, (ii) to award options in such forms and amounts as it shall determine, (iii) to impose such limitations, restrictions and conditions upon such options 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 options 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 Board of Directors' 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. (b) Non-Transferability. No option, and no interest therein, shall be transferable by a participant otherwise than by will or the laws of descent and distribution. All options shall be exercisable 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 option. (c) Nonalienation of Benefits. No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or benefit under the Plan shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefits except such claims as may be made by the Company. If any participant should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber of charge any right or benefit under the Plan, such right or benefit shall, in the sole discretion of the Board of Directors, cease, and in such event the Company shall hold or apply the same or any part thereof for the benefit of such participant, such person's spouse, children or their dependents, or any of them, in such manner and in such proportion as the Board of Directors in its sole discretion shall determine. 12 (d) Adjustment in Number of Shares and Option Price. 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 Board of Directors shall make appropriate changes to insure that each outstanding option thereafter represents the right to purchase, in lieu of or in addition to the shares of Class A Stock immediately theretofore purchasable upon exercise, such securities or assets as may be issued or payable in the Organic Change with respect to or in exchange for an equivalent number of shares of Class A Stock; and in the event of any stock dividend, stock split or combination of shares, the Board of Directors shall make (and in the event of a spinoff, the Board of Directors may make) appropriate changes in the number of shares authorized by the Plan to be delivered thereafter, the number of shares covered by and option price under each outstanding option, and the number of shares as to which each outstanding option is then exercisable or thereafter becomes exercisable, in order to prevent the dilution or enlargement of option rights. However, no right to purchase 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 the same would result, the number of shares in question shall be decreased to the next lower whole number of shares. Any such adjustment made by the Board of Directors shall be binding and conclusive upon all participants, the Company and all other interested persons. (e) Tax Withholding. The Board of Directors shall have the power to withhold, or to require a participant to remit to the Company, an amount sufficient to satisfy any withholding or other tax due with respect to the participant's exercise of an option. Subject to the consent of the Board of Directors, a participant may make an irrevocable election to have shares of Class A Stock otherwise issuable under an option withheld, tender back to the Company shares of Class A Stock received pursuant to an option or deliver to the Company shares of Class A Stock or Common Stock already owned by the participant having a 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 Board of Directors may disapprove of any election and may limit, suspend or terminate the right to make such elections. 13 (f) Termination; Amendments. The Board of Directors may terminate the Plan at any time. The Board of Directors may amend the Plan at any time or from time to time; provided that no such amendment shall be made without stockholder approval to the extent such approval is required by law, regulation or the rules of any exchange upon which the Class A Stock is listed. The Board of Directors may amend an outstanding option in any manner to the extent that the Board of Directors would have had the authority under the Plan to initially grant the option as so amended. No termination or amendment of the Plan or amendment of any outstanding option shall adversely affect any outstanding option without the consent of the participant who holds it. (g) Rights of Participants. Nothing in the Plan shall confer on any Eligible Director any right to continue to serve as a member of the Board of Directors or affect in any way the right of the Company to terminate such service at any time. No Eligible Director shall have a right to be selected as a participant, or, having been so selected, to be selected again as a participant. (h) Effective Date. The effective date of the Plan shall be March 19, 1998, the date of its adoption by the Board of Directors; provided, however, that, no option shall be awarded under the Plan unless the Plan is approved at the Company's 1998 Annual Meeting of Stockholders by a vote sufficient to satisfy the requirements of the General Corporation Law of the State of Delaware and the New York Stock Exchange. 14 EX-5 3 Exhibit 5 [Letterhead of Kirkland & Ellis] January 29, 1999 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 up to 135,000 shares of the Company's Class A Stock of the par value of $1.00 per share (the "Class A Stock"), and up to 135,000 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 1998 Director Stock Option Plan (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 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 15 EX-23.2 4 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 18, 1998, which appears on page 39 of the 1997 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, 1997. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 19 of such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Chicago, Illinois February 1, 1999 16 -----END PRIVACY-ENHANCED MESSAGE-----