AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 1998
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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HONEYWELL INC.
(Exact name of registrant as specified in its charter)
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Delaware 41-0415010
(State of Incorporation) (I.R.S. Employer
Identification No.)
HONEYWELL NON-EMPLOYEE DIRECTORS FEE AND STOCK UNIT PLAN
(Full title of the plan)
Honeywell Plaza
Minneapolis, Minnesota 55408
(612) 951-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Edward D. Grayson
Vice President and General Counsel
Honeywell Plaza
Minneapolis, Minnesota 55408
(612) 951-0660
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Approximate date of commencement of proposed sale of securities to the public:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per unit price registration fee
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Common Stock,
par value $1.50 100,000 $91.5625* $9,156,250* $2,701.10*
per share shares
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<FN>
* Estimated pursuant to Rule 457(h)(6) solely for the purpose of calculating
the registration fee and based upon the average of the high and low sale prices
of the Registrant's Common Stock on April 20, 1998, as reported in the Wall
Street Journal.
PART I
INFORMATION REQUIRED IN PROSPECTUS
EXPLANATORY NOTE: As permitted by the rules of the Securities and Exchange
Commission, this Registration Statement omits the information specified in Part
I of Form S-8.
Notwithstanding, restricted securities of the same class as those to be offered
pursuant to this Registration Statement, which were acquired by directors of the
registrant pursuant to an employee benefit plan, are exempt from registration
and may be re-offered or resold pursuant to this Registration Statement in
accordance with Rule 415 (230.415) of the Securities Act of 1933. A re-offer
prospectus covering such restricted securities is attached hereto.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the registrant, which have been filed with the
Commission, are hereby incorporated by reference into this Registration
Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997;
(b) Current Report on Form 8-K dated April 7, 1998;
(c) (i) Description of the Common Stock contained in Form 10 Registration
Statement dated May, 1935, and all amendments thereto; and
(ii) Description of Preferred Stock Purchase Rights on Form 8-A
Registration Statement dated March 4, 1996.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
ITEM 4: DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
An opinion of counsel as to the legality of the securities being registered
herewith has been issued by Warren E. Simpson, Esq., Senior Counsel of the
registrant, and is filed as an exhibit herewith.
The financial statements and the related financial statement schedules
incorporated in this Registration Statement by reference from the registrant's
Annual Report on Form 10-K for the year ended December 31, 1997 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given their authority as experts in
accounting and auditing.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
Article Seventh (h) of the registrant's Restated Certificate of
Incorporation provides that a director shall not be personally liable to the
registrant or its stockholders for monetary damages for a breach of fiduciary
duty as a director, except for liability provided by applicable law (i) for
breach of the director's duty of loyalty to the registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law, (iii) under the Delaware statutory
provision making directors personally liable for unlawful dividends or unlawful
stock repurchases or redemptions, or (iv) for any transaction for which the
director derived an improper personal benefit.
Article III, Section 17 of the registrant's Bylaws and the registrant's
Directors' and Officers' Liability Insurance Policy provide for indemnification
of the directors and officers of the registrant against certain liabilities.
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ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
In accordance with Rule 415 (230.415) of the Securities Act of 1933, restricted
securities of the same class as those to be offered pursuant to this
Registration Statement, which were acquired by directors of the registrant
pursuant to an employee benefit plan, are exempt from registration and may be
re-offered or resold pursuant to this Registration Statement.
ITEM 8: EXHIBITS
4.1 Rights Agreement between Honeywell Inc. and Chemical Mellon Shareholder
Services L.L.C., as Rights Agent, dated as of January 16, 1996 is hereby
incorporated by reference to Exhibit 4 to Honeywell's Current Report on
Form 8-K dated January 31, 1996.
4.2 Indenture, dated as of August 1, 1994, between Honeywell Inc. and The Chase
Manhattan Bank (National Association), as Trustee for Honeywell Inc. Medium
Term Notes, Series A, is incorporated by reference to Exhibit 4(b) to the
registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1994.
5. Opinion and consent of Warren E. Simpson, Esq.
23.1 Consent of Independent Auditors, Deloitte & Touche LLP.
23.2 Consent of Warren E. Simpson, Esq. (included in Exhibit 5)
24 Powers of Attorney
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:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(b) 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
(c) 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 paragraphs (a) and (b) do not apply if 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 this Registration Statement.
(2) That, for the purpose 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.
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
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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.
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SIGNATURES
THE REGISTRANT. 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 Minneapolis, State of Minnesota, on April 27,
1998.
HONEYWELL INC.
(Registrant)
By/s/ Edward D. Grayson
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Edward D. Grayson
Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature and Title
M. R. BONSIGNORE
Chairman of the Board and
Chief Executive Officer and Director
L. W. STRANGHOENER
Vice President and
Chief Financial Officer
(principal financial officer)
P. M. PALAZZARI
Vice President and Controller
(principal accounting officer)
A. J. BACIOCCO, JR.
Director
E. E. BAILEY
Director
W. H. DONALDSON
Director
G. FERRARI By /s/ Edward D. Grayson
Director -----------------------------
R. D. FULLERTON Edward D. Grayson
Director Attorney-in-fact
J. J. HOWARD
Director April 27, 1998
B. E. KARATZ
Director
A. B. RAND
Director
S. G. ROTHMEIER
Director
M. W. WRIGHT
Director
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INDEX TO EXHIBITS
Exhibit No. Page No.
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5 Opinion and consent of Warren E. Simpson, Esq. i
23.1 Consent of Deloitte & Touche LLP. ii
23.2 Consent of Warren E. Simpson, Esq. (Included in Exhibit 5) NA
24 Powers of Attorney iii-iv
99(i) Prospectus v-ix