As filed with the Securities and Exchange Commission on July 27, 2020
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
TEXTRON INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 05-0315468 |
| (State or Other Jurisdiction of | (I.R.S. Employer |
| Incorporation or Organization) | Identification No.) |
40 Westminster Street
Providence, Rhode Island 02903
(Address of Principal Executive Offices)
Textron Savings Plan
Textron Canada Savings Plan
(Full Title of the Plan)
Jayne M. Donegan
Executive General Counsel
Textron Inc.
40 Westminster Street
Providence, Rhode Island 02903
(Name and Address of Agent for Service)
401-421-2800
(Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee | ||||||||||
| Common Stock .125 par value per share | 25,000,000 shares | $ | 32.98 | $ | 824,500,000 | $ | 107,020.10 | |||||||
| (1) | This registration statement includes 24,500,000 shares of common stock with respect to the Textron Savings Plan and 500,000 shares with respect to the Textron Canada Savings Plan. Such presently indeterminable number of additional shares of common stock is also registered hereunder as may be issued to prevent dilution resulting from stock splits, stock dividends or other similar transactions. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein. |
| (2) | Estimated solely for the purpose of calculating the registration fee, based, in accordance with Rule 457(h) under the Securities Act of 1933, as amended (the “Act”), on the average of the high and low prices per share of Textron's Common Stock reported on the New York Stock Exchange on July 20, 2020 (rounded up to the nearest cent). |
INTRODUCTION
This registration statement on Form S-8 is filed with the Securities and Exchange Commission by Textron Inc. (“Textron”); it relates to the registration of additional securities of the same class as other securities for which a registration statement is effective relating to the Textron Savings Plan (“TSP”) and the Textron Canada Savings Plan (“TCSP”). Pursuant to General Instruction E of Form S-8, except as otherwise provided herein, this registration statement also incorporates by reference Textron’s registration statement on Form S-8 (Registration No. 333-197690, filed on July 28, 2014) relating to an aggregate of 20,000,000 shares of Textron’s common stock, par value $.125 per share (“Common Stock”) issuable under the TSP and the TCSP, plus an indeterminate amount of interests to be offered and sold pursuant to the TSP. This Registration Statement relates to an additional (i) 24,500,000 shares of Common Stock to be offered and sold under the TSP and (ii) 500,000 shares of Common Stock to be offered and sold under the TCSP.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference |
Except as otherwise provided herein, the contents of Textron’s registration statement on Form S-8 (Registration No. 333-197690), filed with the Securities and Exchange Commission on July 31, 2009, are incorporated by reference herein.
The following documents are incorporated by reference in this registration statement although we are not incorporating any information that we are deemed to furnish and not file in any of our Current Reports on Form 8-K filed in accordance with SEC rules:
(a) The Textron Savings Plan Annual Report on Form 11-K for the fiscal year ended December 31, 2019 and Textron’s Annual Report on Form 10-K for the fiscal year ended January 4, 2020;
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(b) Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2020.
(c) Textron’s Current Reports on Form 8-K filed on January 15, 2020, March 17, 2020, April 2, 2020 (except to the extent deemed furnished and not filed) and June 18, 2020;
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the registrant document referred to in (a) above; and
(e) The description of Textron’s Common Stock which is filed as Exhibit 4.6 to Textron’s Annual Report on Form 10-K for the fiscal year ended January 4, 2020 and the description of the Common Stock contained in the registration statement filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such descriptions.
All documents subsequently filed by Textron 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 remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the 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 subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
| Item 8. | Exhibits |
| 4.1 | Restated Certificate of Incorporation of Textron. Incorporated by reference to Exhibit 3.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010. |
| 5 | Legal Opinion of Jayne M. Donegan, Executive Counsel. | |
| Note: Textron undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan. |
| 23.1 | Consent of Ernst & Young LLP. |
| 23.2 | Consent of Jayne M. Donegan is included in her legal opinion filed as Exhibit 5 hereof. |
| 24 | Power of Attorney (included on the signature page hereof). |
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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 Providence, and State of Rhode Island, on this 27th day of July, 2020.
| TEXTRON INC. | ||
| (Registrant) | ||
| By: | /s/ Frank T. Connor | |
| Frank T. Connor, | ||
| Executive Vice President | ||
| And Chief Financial Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints E. Robert Lupone, Jayne M. Donegan and Ann T. Willaman, and each of them acting individually, as his or her attorney in fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may do or cause to be done by virtue hereof.
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.
| Signature | Title | Date | ||
| /s/ Scott C. Donnelly | Chairman, President, Chief Executive Officer and Director | July 27, 2020 | ||
| Scott C. Donnelly | (principal executive officer) | |||
| /s/ Kathleen M. Bader | Director | July 27, 2020 | ||
| Kathleen M. Bader | ||||
| /s/ R. Kerry Clark | Director | July 27, 2020 | ||
| R. Kerry Clark | ||||
| /s/ James T. Conway | Director | July 27, 2020 | ||
| James T. Conway | ||||
| /s/ Paul E. Gagné | Director | July 27, 2020 | ||
| Paul E. Gagné | ||||
| /s/ Ralph D. Heath | Director | July 27, 2020 | ||
| Ralph D. Heath | ||||
| /s/ Deborah Lee James | Director | July 27, 2020 | ||
| Deborah Lee James | ||||
| /s/ Lionel L. Nowell III | Director | July 27, 2020 | ||
| Lionel L. Nowell III | ||||
| /s/ James L. Ziemer | Director | July 27, 2020 | ||
| James L. Ziemer | ||||
| /s/ Maria T. Zuber | Director | July 27, 2020 | ||
| Maria T. Zuber | ||||
| /s/ Frank T. Connor | Executive Vice President and Chief Financial Officer | July 27, 2020 | ||
| Frank T. Connor | (principal financial officer) | |||
| /s/ Mark S. Bamford | Vice President and Corporate Controller | July 27, 2020 | ||
| Mark S. Bamford | (principal accounting officer) |
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Pursuant to the requirements of the Securities Act of 1933, Textron Inc., as Plan Administrator, has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Providence, State of Rhode Island on July 27, 2020.
| TEXTRON INC., as Plan Administrator for | ||
| the Textron Savings Plan and for the | ||
| Textron Canada Savings Plan | ||
| By: | /s/ Frank T. Connor | |
| Frank T. Connor, | ||
| Executive Vice President | ||
| And Chief Financial Officer | ||
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